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1 Roadshow presentation July 2015
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Page 1: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

1

Roadshow presentation

July 2015

Page 2: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

2

The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties SOCIMI, S.A. (the “Company” and, together with its subsidiaries, the “Group”) solely for informational purposes. By attending the meeting where this Presentation is made, or by reading the Presentation slides, you will be deemed to have: (i) agreed to the following limitations and notifi cations and made the following undertakings; and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of the Presentation.

This Presentation is being supplied to you solely for your information and is not, and is not to be construed as, a prospectus, offering memorandum or equivalent document. This Presentation does not constitute or form part of, and is not to be construed as, (i) any offer or invitation to sell or issue, or any solicitation of any offer to purchase, subscribe for, underwrite or otherwise acquire, any securities or fi nancial instruments of the Company (the “Securities”), nor shall it, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into any contract or commitment whatsoever with respect to any Securities; or (ii) any form of fi nancial opinion, recommendation or investment advice with respect to any Securities.

This Presentation may not be released, distributed or published, whether directly or indirectly and whether in whole or in part, into or in the United States or any other jurisdiction in which such release, distribution or publication would be unlawful. The distribution of this Presentation in other jurisdictions may be restricted by law, and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions.

The information contained in this Presentation has not been independently verifi ed. None of the Group, Morgan Stanley & Co. International plc (“Morgan Stanley”), Credit Suisse Securities (Europe) Limited (“Credit Suisse”), Goldman Sachs International (“Goldman Sachs”), J.P. Morgan Securities plc (“J.P. Morgan”) and UBS Limited (“UBS”) and, together with Morgan Stanley, Credit Suisse, Goldman Sachs and J.P. Morgan, the “Joint Bookrunners”), or any of their respective partners, shareholders, directors, offi cers, advisers, affi liates or representatives, shall be deemed to have made any representation, warranty or undertaking, express or implied, as to, and no reliance should be placed on, the truth, fullness, fairness, accuracy, completeness or correctness of the information and opinions contained in this Presentation. The information contained in the Presentation is not, does not constitute, and may not be relied on in any manner as legal, tax, investment, accounting, regulatory or other advice on, about or in relation to the Group, nor does it constitute a recommendation regarding the Securities. The information and opinions in this Presentation are not based upon a consideration of your particular investment objectives, fi nancial situation or needs. Neither this Presentation, nor any part of it, nor the fact of its distribution shall form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. You may wish to seek independent and professional advice and

conduct your own independent investigation and analysis of the information contained in this Presentation and of the business, operations, fi nancial condition, prospects, status and affairs of the Group.

This Presentation contains statements that are forward-looking in nature. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including, without limitation, those regarding the fi nancial position, business strategy, management plans and objectives for future operations of the Group. The words “believe”, “expect”, “anticipate”, “intends”, “estimate”, “forecast”, “project”, “will”, “may”, “should” and similar expressions identify forward-looking statements. Other forward-looking statements can be identifi ed from the context in which they are made. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other material aspects, which may be beyond the Group’s control and which may cause actual results or performance to differ materially from those expressed or implied by such forward-looking statements. All statements (including forward-looking statements) contained herein are made as of the date of this Presentation. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

Certain market and competitive position data contained in this Presentation has been obtained from published and non-published industry studies or surveys conducted by third parties. While such data is believed, in good faith, to be reliable for the purpose used in this Presentation, there are limitations with respect to the availability, accuracy, completeness and comparability of such data. The Group and the Joint Bookrunners have not independently verifi ed such data and can provide no assurance as to its accuracy or completeness. Certain statements in this Presentation regarding the market and competitive position data are based on the internal analyses of the Group, which may involve certain assumptions and estimates based on the knowledge and experience of the management of the Group in the markets in which the Group operates. While the Group believes, acting in good faith, that such internal analyses and estimates are reasonable and reliable, they and their underlying methodology and assumptions have not been verifi ed by any independent sources for accuracy or completeness and are subject to change. Additionally, the information on Testa Inmuebles en Renta, S.A. and on certain competitors contained herein is based on publicly available information which has not been verifi ed by the Company. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this Presentation.

The information provided in this Presentation is in summary form and does not purport to be complete. Except where otherwise indicated herein, the information provided in

this Presentation is based on matters as they exist as of the date hereof and not as of any future date. None of the Group and the Joint Bookrunners, or any of their respective affi liates, advisers or representatives are under an obligation to update, correct, keep current or otherwise revise the information in this Presentation to refl ect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof, or to notify you of any inaccuracies contained herein, or to publicly announce the result of any revision to the statements made herein, except where they would be required to do so under applicable law.

The Group, the Joint Bookrunners and their respective directors, offi cers, employees, partners, shareholders, advisers and agents, expressly disclaim, to the maximum extent permitted by law, any and all liability, whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in connection with the accuracy or completeness of the information or for any of the opinions contained herein, or any other written or oral information made available in connection with this Presentation, or for any errors, omissions or misstatements contained in this Presentation or such other information. None of the Group, the Joint Bookrunners, or any of their respective directors, offi cers, employees, partners, shareholders, advisers and agents, shall have any liability whatsoever (in negligence or otherwise) for any direct, indirect or consequential loss, damages, costs or prejudices whatsoever arising from the use of this Presentation or its contents or otherwise arising in connection with this Presentation.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of Securities in the United States.

These materials are not, and under no circumstances are to be construed as, an advertisement or a public offering of the securities described herein in any jurisdiction of Canada nor as an offer to sell securities or as a solicitation of an offer to buy securities in any jurisdiction of Canada. Any offer or sale of the securities described herein in Canada will be made only under an exemption from the requirements to fi le a prospectus with the applicable Canadian securities regulators and only by a dealer properly registered under applicable Canadian provincial and territorial securities laws or, alternatively, pursuant to an exemption from the registration requirement in the applicable province or territory of Canada in which such offer or sale is made. These materials and the information contained herein are not, and under no circumstances are they to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of any securities in Canada. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon these materials or on the merits of the securities described herein and any representation to the contrary is an offence. Upon receipt of these materials, each Canadian recipient will be deemed to have represented to

the Company and their authorized dealer agents, that the

investor is an “accredited investor” as such term is defi ned

in National Instrument 45-106 Prospectus and Registration

Exemptions and a “permitted client” as such term is defi ned

in National Instrument 31-103 Registration Requirements,

Exemptions and Ongoing Registrant Obligations. In addition,

upon receipt of these materials, each Canadian investor

hereby confi rms that it has expressly requested that all

documents evidencing or relating in any way to the sale

of the securities described herein (including for greater

certainty any purchase confi rmation or any notice) be drawn

up in the English language only. En outré, par la réception

de ces matériaux, chaque investisseur canadien confi rme

par les présentes qu’il a expressément exigé que tous les

documents faisant foi ou se rapportant de quelque manière

que ce soit à la vente des valeurs mobilières décrites

aux présentes (incluant, pour plus de certitude, toute

confi rmation d’achat ou tout avis) soient rédigés en anglais

seulement.

In the United Kingdom, this Presentation is directed only

at, and any investment or investment activity to which this

Presentation relates is available only to, and will be engaged

in only with, persons (i) who are investment professionals as

defi ned in Article 19(5) of the Financial Services and Markets

Act 2000 (Financial Promotion) Order 2005 (the “Order”);

or (ii) fall within Article 49(2)(a) to (d) of the Order (“high

net worth companies, unincorporated associations etc.”) (all

such persons being “relevant persons”). This Presentation

is only for relevant persons and must not be acted on,

reviewed or relied on by persons who are not relevant

persons.

In any member state of the European Economic Area

(“EEA”), this Presentation is directed only at, and any

investment or investment activity to which this Presentation

relates is available only to, and will be engaged in only

with, “qualifi ed investors” within the meaning of Article 2(1)

(e) of the Prospectus Directive (Directive 2003/71/EC and

amendments thereto, including Directive 2010/73/EU to

the extent implemented in a relevant EEA member state)

(“Qualifi ed Investors”). This Presentation is only for Qualifi ed

Investors and must not be acted on, reviewed or relied on by

persons who are not Qualifi ed Investors.

The Company believes that it was a passive foreign

investment company (“PFIC”) for US federal income tax

purposes for the previous taxable year and that it will be

a PFIC for the current year and expects to be a PFIC in

the future, which generally will result in adverse US federal

income tax consequences for US investors. US taxpayers

should consult their own tax advisers concerning the

Company’s PFIC status and the consequences to them

of treatment of the Company and entities in which the

Company holds equity interests as PFICs.

The information contained in this Presentation, together

with any oral information provided in connection with this

Presentation, must be kept strictly confi dential and may

not be copied, communicated, reproduced, distributed, or

otherwise made available (in whole or in part) by you to any

other person.

Disclaimer

Page 3: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

3

Presenting team

ISMAEL CLEMENTE

Executive Chairman / CEO

DAVID BRUSH

CIO

MIGUEL OLLERO

CFO / COO

INDEX

1. Testa a unique real estate

platform

A. Overview of Testa

B. Acquisition rationale

C. Acquisition terms

2. Creating the largest

Spanish property company

Page 4: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

4

MERLIN rights issue

Capital increase with preferential subscription rights for MERLIN’s existing shareholders

Public offering in Spain

Private placement to institutional investors including U.S. QIBS (144A) and outside the U.S. (RegS)Offer structure

€1,034m

Proposed placing of 129,212,000 New Ordinary Shares

Representing around 66.7% of the Company’s issued share capital prior to Rights Issue

Offer size

€8.00 per share (discount to TERP of 20.79% vs. closing price on 15 July 2015)Subscription price

Subscription ratio of 2 new shares per 3 existing shares

1 right per each existing shareSubscription ratio

New shares will rank pari passu with existing shares

i.e. new shares entitle their holders to any dividends paid after their date of issuance Terms

Fund the acquisition of Testa and general corporate purposesUse of proceeds

No further issue of ordinary shares within 180 calendar after 10 August 2015Lock-up

18 July – 1 August 2015Subscription period

44

Sole Global Coordinator:

Joint Bookrunners:

Co-Bookrunners:

Co-Leads:

Underwriters

Management team (MAGIC Kingdom) to exercise its rights (750k shares) reaching €17.1 million invested

in the CompanyManagement team subscription

ordinator:

ners:

ers:

Page 5: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

5

July 17 July 18 to

August 1

August 6 August 10

July

16 to 30

July 20

to July 31

August

6 to 7 August 11

Key dates Timeline

to

t 1

A 6 Au

Preferential

subscription

period

Additional

subscription

period

Rights

trading

period

Discretionary

allocation

period

Capital

increase

record

date

A

6

6

Additional

subscription

period

l 8

Ju

to J

PPreferential

subscription

period

l

J

16 t

Capital

increase

record

date

0

A

Admission

to listing

17

Roadshow

00

New shares

start trading

Page 6: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

6

A. Overview of Testa

Section 1. Testa: a unique real estate platform

Page 7: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

7

Portfolio key highlights Key metrics by asset class

Testa at a glance

€3.2bn

GAV1

1,043,901sqm GLA

1 Based on CBRE and Instituto de Valoraciones appraisal report as of 31 March 2015 2 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants

have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)3 Includes fi nancial assets (i.e. Hotel AC Forum and Costa Ballena). If excluded, the WAULT would be 4.6 years4 Weighted by GRI does not include AC Forum and Costa Ballena

€158m Gross rental income2

€1.7bn NAV (Post capital increase)

1,710 349 388 114 275

22 22 8 11

Offi ce Offi ceShopping

Centres

Shopping

Centres

Hotels HotelsLogistics LogisticsRented

Residential

Rented

Residential

93

3.47.4

17••

•• 24.5

16.2••

•• ••

Offi ce Shopping

Centres

Hotels Logistics Rented

Residential

92%

98% 100%

7.03••

•• •• ••

••

95%

Avg. physical

occupancy

4.5Average

WAULT4

1.6 2.52.25.2

GAV1 (€m) GRI2 (€m)/ • • Monthly GRI2 (€/sqm/m)

• • Occupancy rate (%) / WAULT (years)

97% 96%

Page 8: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

8

1 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants

have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)2 Source: CBRE as of Q1 20153 Pro-forma excluding Endesa HQ, PWC and L’Oreal

Offi ce portfolio key highlights Direct exposure to prime offi ce rents recovery

Geographical breakdown by GLA Change in prime offi ce rents2

Barcelona 20%

Madrid 75%

Other 5%

Madrid

Trough to Current

Barcelona

Peak to Trough

20%

(20)%

(40)%

0%

Key fi gures

36 assets €93.3m GRI1

475k sqm GLA 5.2 years WAULT(3.7 pro-forma3)

Page 9: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

9999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999

Top-tier, diversifi ed tenant base Offi ce portfolio key highlights

Page 10: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

10

Portfolio performance affected by real estate crisis

1 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants have left following 31 March 2015 (the GRI for which was

included only for the period in which the tenant was present)

Occupancy

historical

evolution

GRI1 historical

evolution

(€/sqm/month)18.0

20.4

22.023.1

22.621.5 21.2 21.5 21.2

17.0

36% upside potential trough to peak

17.0

25,0

22,5

20,0

17,5

17,5

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 15

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 15

96.8%98.9% 99.0%

95.9%

93.9%

97.3%96.3% 95.8%

94.6%

91.6% 92.1%

100%

90%

80%

7% upside potential trough to peak

Offi ce portfolio key highlights

Page 11: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

11

High quality tenants

4 assets 72k sqm GLA €21.7m GRI1 2.2 years WAULT

Key fi gures

1 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants

have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)

Shopping centres portfolio key highlights

Urban, affl uent catchment areas

Consistent performance across cycle

Centre Location Opening yearAnnual footfall

(MM)

Plaza de los Cubos Madrid 1972 N/A

Porto Pi &

Terrazas Porto PiMallorca 1994 7.6

Centro Oeste Madrid 1996 6.7

Larios Malaga 1996 10.0

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 15

GRI1

(€/sqm/month)19.7 20.4 20.7 23.2 24.3 23.2 24.0 24.1 24.6 24.7 24.5

Page 12: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

12

7 assets 209k sqm GLA €8.1m GRI1 1.6 years WAULT

Key fi gures

1 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants

have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)

Logistics portfolio key highlights

Best-in-class locations

Premium location with easy access to major highways

with special focus in A2 corridor in Madrid

Signifi cant upside on rents

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 15

GRI1

(€/sqm/month)3.8 3.9 4.1 4.2 4.2 4.1 3.6 3.1 3.1 3.3 3.4

Top strategic tenants24% upside potential trough to peak

Page 13: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

13

B. Acquisition rationale

Section 1. Testa: a unique real estate platform

Page 14: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

14

Unique opportunity to capture growth in the Spanish real estate market

Fully in line with MERLIN’s strategic and fi nancial objectives

Transformational acquisition in terms of scale, footprint and portfolio diversifi cation

Transformational acquisition positioning MERLIN as the leading player to benefi t from the attractive Spanish real estate market

Creating a leader in offi ce and logistics and a reference player in retail

Page 15: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

15

An ideal fi t with MERLIN’s investment mandate

The acquisition of Testa ticks all the boxes of MERLIN’s strategic

and fi nancial objectives

MERLIN’s strategic pillars Testa’s fi t with MERLIN

Commercial assets in the Core / Core+ segments

Prime offi ce properties located in Madrid and Barcelona

Dominant and urban shopping centres with good catchment area

Logistic properties located in close proximity to the key transport hubs

Urban hospitality assets located in prime areas in key Spanish cities

High quality assets in good secondary locations with strong leases

Robust cash fl ows and prudent fi nancial structure

Page 16: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

16

C. Acquisition terms

Section 1. Testa: a unique real estate platform

Page 17: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

17

Acquisition terms

25%

€431 million

Capital increase at

Testa fully subscribed

by Merlin

Completed

€861 million

Acquisition of

secondary shares

from Sacyr

Before 29 July 2015

€694 million

Acquisition of

secondary shares

from Sacyr

Not before

30 September 2015

and not later than

30 June 2016

Completion of

the acquisition of

100% stake of Sacyr

in Testa and merges

into MERLIN

Triggers launch of

mandatory tender

offer for 0.4%2

(post-money)

€186 million of

incremental cash

remains at Testa post

capital increase

25.1% 49.5%Stake acquired1

Consideration

Timing

Other

Phase 1 Phase 2 Phase 3

1 Post-money2 Mandatory takeover bid over approximately 0.4% of Testa’s issued share capital in accordance with applicable takeover regulations in Spain

at a price per share which is expected to be around €13.54, subject to approval by the CNMV

Done Inminent Near future

Page 18: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

18

Note: all % stakes are post-money1 €186m of cash to remain at Testa, €239m dividend to Sacyr and €6m dividend to minorities2 Through two steps: direct acquisition of a 25.1% stake by July 2015 and acquisition of the remainder 49.5% of Sacyr’s stake in Testa by no later than June 2016 3 Incremental cash at Testa post capital increase relative to cash position pre-transaction4 Assuming March 2015 NAV of €1,721 (excluding EPRA adjustments), premium would be 15.7%5 Includes €1,668m of gross debt, -€210m of cash and €21m of working capital adjustment at Testa

Transaction price breakdown

Bridge to implied equity value and premium to NAV

Bridge to implied enterprise value and premium to GAV

Implied 100%

equity value

Testa

net debt

Implied

enterprise

value

Testa GAV

March 2015

€186m3

€1,994m

€1,479m €3,473m €3,202m

€1,808m

€1,479m

€431m1

€1,555m2€1,986m €1,994m

€1,721m€186m3 €186m3

€186m3

€1,800m4 €1,800m €1,535m

Capital

increase

at Testa for a

25.0% stake

Direct acquisition

of a 74.6% stake

from Sacyr

Total purchase

price paid by

MERLIN

for 99.6% stake

Implied 100%

equity value

Testa EPRA NAV

March 2015

Premium

to Mar-15 EPRA

NAV: 15.9%4

Premium

to Mar-15 GAV:

8.4%

Page 19: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

19

Acquisition implied yields per asset class1 vs. Q1 2015 prime market yields3

4,000-7,350

4,088 225k 5,738 706 2,233

Offi ce Shopping

CentresHotels Logistics Rented

Residential

Selected

Market

Transactions

2014-15 YTD

€/sqm Range2

# of deals 17 7 2 8 6

5,000 - 5,357 641 - 1,000 2,178 – 3,560Market €/Room: €178 – 369k

Average implied yields4

Passing yield: 4.9%

Full ERV yield: 5.5%

Offi ce Shopping CentresHotels Logistics Rented Residential

Full ERV yieldPassing yield

5.0% 5.3%5.3% 5.9%

5.4%6.6%

3.9% 4.4%5.0% 5.4%

4.75%

••

5.90%

••

CBRE - Spain property investment yields (prime)••

5.00%

••

6.50%

••

### fofof dddeaeallsls 171717 777 22

Acquisition implied capital values by asset class1 vs. recent market transactions

1 Premium paid allocated by MERLIN 2 Source CBRE (selected market transactions comparable to Testa’s assets in each asset class, mostly

completed within the last twelve months) 3 Calculated on a gross basis

4 Calculated based on the valuation assigned by MERLIN to the commercial assets without considering

the rented residential portfolio. Taking into account rented residential, the passing yield would be

4.8% and the ERV yield 5.4% 5 Excluding Eurostars hotel 6 Logistics prime market yield as of Q2 2015

Price per asset category Acquisition done at attractive capital values

Page 20: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

20

Transaction funding

1

2

3 431

861

694

150

644

350

1,000

8694

Uses1

644

Sources

Step 1

Testa acq.

Step 2

Testa acq.

Step 3

Testa acq.

Mandatory

tender

offer2

Cash available

at MERLIN

Bridge

loan

July

capital

increase3

Transaction fully-funded:

1 Cash of €871 million

available at MERLIN

following the May

Rights Issue

• €644 million used to

fund the transaction

• €227 million of

remaining cash at

MERLIN to fund

general operations

2 Syndicated bridge

loan of €500 million,

of which €150 million

will be repaid using

a portion of the cash

proceeds arising

from the execution of

the capital increase

currently in progress

3 Net proceeds from

July Rights Issue of c.

€1,000 million

Purchase price fully funded

1 Does not include transaction expenses relating to the acquisition of Testa 2 Mandatory takeover bid over approximately 0.4% of Testa’s issued share capital in accordance with applicable takeover regulations in Spain at a price per share which is expected to be around €13.54, subject

to approval by the CNMV 3 Based on €1,034 MM Rights Issue size net of transaction expenses (assumes 3.24%)

Page 21: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

21

Section 2.

Creating the largest Spanish property company

Page 22: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

22

Combined portfolio KPIs

1 Gross asset value based on market value as per Savills appraisal report as of 31 December 2014, and acquisition price for the 2015 acquisitions (Alcala, Coslada) for MERLIN and based on CBRE and Instituto de Valoraciones appraisal report as of 31 March 2015 for Testa

2 Above ground rental surface3 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied

by 12, except adjusted for assets which tenants have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)

4 Annualised net operating income calculated as the NOI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants have left following 31 March 2015 (the NOI for which was included only for the period in which the tenant was present). Net operating income deducts from net rents direct collection loss and rents discounts

5 EPRA Gross Yield is calculated dividing annualised gross rents by GAV

6 EPRA Net Yield is calculated dividing annualised net operating income by GAV7 FFO calculated as NOI less overheads less interest expense, assuming a 1.25% interest expense on the

€ 350million Bridge Loan after the Rights Issue for New Merlin. Overheads calculated as 6% of GRI (€7.9m for MERLIN and €9.5m for Testa) and interest expense calculated by multiplying gross debt times average cost of debt.

8 New MERLIN based on 323m shares post Rights Issue9 All MERLIN metrics include acquisitions since 31 March 2015 (Meco and Lisbon-Expo)10 Testa’s GAV includes fi nancial assets and land plots, rest of operating metrics exclude them. Resulting

GAV excluding fi nancial assets and land plots would have been of €2,878.2m11 Calculated as Premium to EPRA NAV paid for Testa (€273m) / Number of Merlin shares after rights

issue (323m shares)

MERLIN9 Testa10 New MERLIN

GAV1 (€m) 2,331.0 3,202.4 5,533.8Total GLA2 (sqm) 758,851 1,043,901 1,802,753

Total annualized gross rents3

(€m)135.4 157.9 293.4

Total annualized net

operating income4 (€m) 131.4 146.7 278.2

EPRA gross yield5 (%) 5.81% 5.49% 5.63%

EPRA net yield6 (%) 5.64% 5.10% 5.34%

FFO (€m)7 77.9 101.1 174.7FFO per share8 (€) 0.40 0.54

( )

Testa premium to NAV dilution per share (€0.85)11

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232323232332332323

GRI1: Spanish players benchmarking GAV2: Spanish players benchmarking

Transaction creates the leading Spanish real estate player by far

New

Merlin

Comp

1

Comp

2

Comp

3

Comp

4

293

158

1353 160

220

30 26 23

(€m)

60

New

Merlin

Comp

1

Comp

2

Comp

3

Comp

4

5.5

3.2

2.334.5

5.8

0.5 0.5 0.5

(€bn)

1.3

Spain

France

1 Latest reported GRI (as of March 2015). Calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants have left following 31 March 2015 (the GRI for which

was included only for the period in which the tenant was present) for MERLIN and Testa and gross Q1 rent multiplied by 4 for Comp 1, Comp 2, Comp 3 and Comp 42 Based on latest reported GAV (market value as per appraisal reports as of 31 December 2014 and acquisition price for the 2015 acquisitions)3 Includes acquisitions since 31 March 2015 (Meco and Lisbon-Expo)

Post transaction, MERLIN becomes the undisputed largest player in terms

of Spanish GRI and GAV

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24

Creating a leading company in offi ces and logistics in Spain…

MERLIN Testa

Largest

prime offi ce

player in

Spain4

Stronger

presence in

those areas

that will

experience

fi rst the

rental

growth

recovery

GLA

(´000 sqm)

GRI3GAV2

(€m)

1,984

1,710

273

112

93

19

554

475

79

242424

GLA

(´000 sqm)

GRI3GAV2

222

114

108

17

8

9

410

20

200

MERLIN

becomes the

third largest

Spanish

platform by

GLA4

Largest player

in the A-2

corridor in

Madrid

Expanded

footprint over

main Madrid

corridors

1 Includes acquisitions since 31 March 2015 (Meco and Lisbon-Expo)2 GAV based on market value as per Savills appraisal report as of 31 December 2014, and acquisition price for the 2015 acquisitions (Alcala, Coslada, Meco, Lisbon-Expo) for MERLIN and based on CBRE and

Instituto de Valoraciones appraisal reports as of 31 March 2015 for Testa3 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants have left following 31 March 2015 (the GRI for which was

included only for the period in which the tenant was present)4 Source: CBRE Spain

Offi ces1 Logistics1

(€m)

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25

…with critical mass in shopping centres and high street retail

Becomes a

reference

for key

tenants

with fi ve

strategically

located,

dominant

and urban

retail

assets

recovery

252525

High street retail - Tree

1 GAV based on market value as per Savills appraisal report as of 31 December 2014, and acquisition price for the 2015 acquisitions (Alcala, Coslada, Meco, Lisbon-Expo) for MERLIN and based on CBRE and

Instituto de Valoraciones appraisal reports as of 31 March 2015 for Testa2 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants have left following 31 March 2015 (the GRI for which was

included only for the period in which the tenant was present)

(€m)

GLA

(´000 sqm)

GRI2GAV1

(€m)

630

40

178

349

281 19 106

22 72

1,67089

373(€m)

GLA

(´000 sqm)

GRI2GAV1

MERLIN Testa

Shopping centres

Page 26: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

26

Total GAV1

€5,534m

Total GRI2

€293m

New MERLIN: Portfolio breakdown by asset class (I)

1 Includes acquisitions since 31 March 2015 (Meco and Lisbon-Expo)2 Other includes senior residences and parking facilities

Offi ce 36%

High street retail 30%

Shopping centres 11%

Logistics 4%

Hotels 7%

Rented residential 5%

Other2 7%

Offi

Hig

%

Offi ce 38%

High street retail 30%

Shopping centres 14%

Logistics 6%

Hotels 7%

Rented residential 4%Other2 1%

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27

EPRA gross yields1 (based on appraisal, i.e. excluding premium paid for Testa)

Occupancy and WAULT1

1 Includes acquisitions since 31 March 2015 (Meco and Lisbon-Expo)2 Other includes senior residences and parking facilities3 Includes fi nancial assets (i.e. Hotel AC Forum and Costa Ballena). If excluded, the WAULT would be 4.6 years4 Weighted by GRI, excludes AC Forum and Costa Ballena

New MERLIN: Portfolio breakdown by asset class (II)

Offi ce High

street retail

Shopping

centres

Logistics Hotels Rented

residential

Other2

5.6% 5.3% 6.4%7.8%

5.6%

4.0% 4.6%5.6%Average

gross yield

5.7%Average gross

yield excl.non-core

Offi ce High

street retail

Shopping

centres

Logistics Hotels Rented

residential

Other2

96%Average

Occupancy

10.2Average

WAULT4

91%

100%

93%

98% 100% 100%96%

4.9

23.0

2.67.02

2.4

11.44.7

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28

Pro-forma capital structure

1 Based on pro-forma accounts as of 31 March 2015 (and therefore excluding Meco and Lisbon-Expo acquisitions) including the following adjustments: Testa restructuring pre-acquisition (capital reduction and

extraordinary dividend, cancellation of intercompany loan and capital increase), acquisition of 100% of Testa by MERLIN, distribution of €23m dividend at TESTA, MERLIN’s May capital increase (net proceeds of

€596m), MERLIN’s current capital increase (net proceeds of €1,000m), bridge loan of €350m following capital increase and transaction expenses2 Includes € 2.2 m of interest accrued2 Calculated as the weighted average of MERLIN and Testa, weighted by gross debt, excluding bridge loan of € 350 million following capital increase 3 Excluding pipeline and non-core disposal

New MERLIN1

GAV (€m) 5,494

Gross debt (€m) 3,202

Cash (€m) (401)

Net debt (€m) 2,803

Average cost of debt (%) 2.9%2

LTV3 51.0%

Page 29: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

2929

To be funded within 12 months:

€256million

€25million already disbursed

Source: Company

Investment pipeline under execution/exclusivity/due diligence

Retail 37%Logistics 54%

Offi ce 9%

Estimated size:

c.€370million

Page 30: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

30

Appendix

Page 31: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

31

Key fi gures

Testa non-core assets key highlights

1 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants

have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)

Enhanced liquidity given exposure to prime markets and favourable market conditions

Increased investor interest in Spanish rented residential market

Favourable market conditions for residential based on strong macro fundamentals

Ideal conditions for rented residential given structural changes in labour fl exibility and end of ownership fi scal incentives

Resilient high quality portfolio

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 15

GRI1

(€/sqm/month)9.1 8.4 8.6 9.0 8.7 8.8 9.0 8.8 8.4 7.4 7.4

Geographical breakdown by GLA Attractiveness of portolio

Toledo 8%

Madrid 78%San Sebastian 14%

Rented residential

22% upside potential trough to peak

1,519 units 124k sqm GLA €11.1m GRI1 2.5 years WAULT

Page 32: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

32

Testa non-core assets key highlights

1 Annualised gross rental income calculated as the GRI for the month ended 31 March 2015 multiplied by 12, except adjusted for assets which tenants

have left following 31 March 2015 (the GRI for which was included only for the period in which the tenant was present)2 Includes AC Forum and Costa Ballena in which Testa owns 50% and 32.5% respectively. If excluded, the WAULT would be 4.6 years

Hotels

Key fi gures

Strategically located urban hotels

Barcelona as best-performing hotel market in Spain

Madrid urban hotel market expected to benefi t from strong recovery

Strong cash fl ow generation enhanced by variable rent component to capture market recovery

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 15

GRI1

(€/sqm/month)12.9 13.5 14.3 14.3 14.4 14.7 15.5 16.1 16.6 16.2 16.2

Geographical breakdown by GLA Attractiveness of portolio

11 assets 111k sqm GLA €21.9m GRI1 7.0 years WAULT2

Other Spain 19%

Barcelona 34%Madrid 47%

Continued rental growth despite downturn

Page 33: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

33

Portfolio Offi ces Madrid

Costa Brava 2-4

Ática

Avda Partenón

Ribera del Loira 60

Castellana259

Eucalipto25-33

JosefaValcárcel 48

Príncipe de Vergara 187

Juan Espla- ndiú 11-13

Juan de Mariana 17

Alcalá 45

Ventura Rodriguez 7

Princesa 3-5

Pedro de Valdivia 10

Castellana83-85

Castellana193

8 26

216

5

7

7

28

9

1

11

18

21 10

14

22 Alcalá 38-40

24

Alcobendas – La Moraleja Avenida de Bruselas 33

4

Avenida de Bruselas 26

20

Bruselas 24

12

Madrid A1

3

Alcobendas / La Moraleja

Testa MerlinLocation

Princesa 3-5

7

Ventura Rodriguez 7

22

Castellana259

9

Juan de Mariana 17

28

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34

Diagonal 514

Vilanova 12-14

Diagonal 605

MuntanadasII

Muntadas

Edificio Sant Cugat I and II

23

17

13

WTC Almeda 8

WTC Almeda 6

20

19

15

27

6

Sant Cugat

El Prat

Portfolio Offi ces Barcelona Location Testa Merlin

Vilanova 12-14

13

Diagonal 514

23

Page 35: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

35

Offi ces (I)

City: Madrid

Location: Business District

GLA: 54,960

Parking Lots: 1,253

City: Madrid

Location: Business District

GLA: 37,632

Parking Lots: 663

1. Endesa HQ – Ribera del Loira 60

Testa MERLIN

2. Avenida del Partenón 16-18

City: Madrid

Location: Business District

GLA: 34,175

Parking Lots: 855

City: Madrid

Location: Business District

GLA: 33,718

Parking Lots: 853

3. Madrid A-1 4. Indra HQ – Avenida de Bruselas 33

City: Madrid

Location: Business District

GLA: 28,008

Parking Lots: 436

City: Barcelona

Location: Business District

GLA: 24,380

Parking Lots: 640

5. Juan Esplandiú 11-13 6. Edifi cio Muntadas

Page 36: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

36

Offi ces (II)

City: Madrid

Location: CBD

GLA: 23,598

Parking Lots: 15

City: Madrid

Location: Business District

GLA: 23,406

Parking Lots: 502

7. Princesa 3, 5

Testa MERLIN

8. Atica

City: Madrid

Location: CBD

GLA: 21,390

Parking Lots: 631

City: Madrid

Location: Business District

GLA: 19,893

Parking Lots: 357

9. PwC Tower – Paseo de la Castellana 259 10. Josefa Valcárcel 48

City: Madrid

Location: CBD

GLA: 18,655

Parking Lots: 40

City: Madrid

Location: Business District

GLA: 18,058

Parking Lots: 457

11. Alcalá 45 12. Avenida de Bruselas

Page 37: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

37

Offi ces (III)

City: Barcelona

Location: CBD

GLA: 16,494

Parking Lots: 94

City: Madrid

Location: Business District

GLA: 16,000

Parking Lots: 335

13. Avenida Vilanova 12-14

Testa MERLIN

14. Costa Brava 2-4

City: Barcelona

Location: Business District

GLA: 15,374 + 10,102

Parking Lots: 219 + 251

City: Madrid

Location: CBD

GLA: 15,254

Parking Lots: 271

15. Edifi cio San Cugat I and II 16. Paseo de la Castellana 83-85

City: Barcelona

Location: CBD

GLA: 14,795

Parking Lots: 217

City: Madrid

Location: Business District

GLA: 14,553

Parking Lots: 256

17. Avenida Diagonal 605 18. Eucalipto

Page 38: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

38

Offi ces (IV)

City: Barcelona

Location: Business District

GLA: 14,543

Parking Lots: 247

City: Barcelona

Location: Business District

GLA: 14,535

Parking Lots: 213

19. World Trade Center Almeda Park 8

Testa MERLIN

20. World Trade Center Almeda Park 6

City: Madrid

Location: Business District

GLA: 10,732

Parking Lots: 165

21. Príncipe de Vergara 187

City: Madrid

Location: CBD

GLA: 9,315

24. Alcalá

City: Barcelona

Location: CBD

GLA: 9,664

Parking Lots: 76

23. Avenida Diagonal 514

City: Madrid

Location: Business Distric

GLA: 10,070

Parking Lots: 0

22. Ventura Rodríguez 7

Page 39: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

39

Offi ces (V)

City: Lisbon

Location: CBD

GLA: 6,740

Parking Lots: 176

City: Madrid

Location: CBD

GLA: 6,721

Parking Lots: 89

25. Lisbon - Expo

Testa MERLIN

26. Pedro de Valdivia 10

City: Barcelona

Location: Business District

GLA: 3,783

Parking Lots: 82

City: Madrid

Location: Business District

GLA: 3,046

Parking Lots: 60

27. Edifi cio Muntadas II 28. Juan de Mariana 17

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40

Portfolio Shopping Centres

Marineda

1

La Coruña

Málaga

Larios

3

Madrid

Centro Oeste

5

Plaza de los Cubos

4

Porto Pi

2

Mallorca

Testa MerlinLocation

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41

Testa MERLINShopping Centres

City: A Coruña

Units: 150

GLA: 106,276

Annual Footfall: 15.1 m

Physical Occupancy: 89%

1. Marineda

City: Málaga

Units: 99

GLA: 21,504

Annual Footfall: 10.0m

Physical Occupancy: 99.2%

3. Larios

City: Mallorca

Units: 124

GLA: 26,559

Annual Footfall: 7.6 m

Physical Occupancy: 95.2%

2. Porto Pi

City: Madrid - Majadahonda

GLA: 10,893

Annual Footfall: 6.7 m

Physical Occupancy: 100.0%

5. Centro Oeste

City: Madrid

Units: 21

GLA: 13,202

Physical Occupancy: 100.0%

4. Plaza de los Cubos

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42

Portfolio Logistics

Madrid - Meco(Madrid, A2 Corridor)

Vitoria - Júndiz (Vitoria)

1

Valencia - Almussafes(Valencia)

8

Madrid - Getafe (Madrid, Access to A4, M50, R4 and A42)

11

5

Zaragoza - Plaza (Zaragoza)

10

Coslada I – III (Madrid, A2 Corridor)

4

Madrid - Coslada (Madrid, A2 Corridor)

6 Lliça del Vall (Barcelona)

12

Azuqueca(Guadalajara)

7

Cabanillas(Guadalajara, A2 Corridor)

2

Alovera(Guadalajara, A2 Corridor)

3

Pedrola(Zaragoza)

9

Location Testa Merlin

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43

Logistics (I) Testa MERLIN

City: Vitoria

GLA: 72,717

Location: Crossroads of A68/

A1/N1 and N240

City: Guadalajara

GLA: 70,134

Location: A-2 Corridor

1. Vitoria - Júndiz 2. Cabanillas

City: Guadalajara

GLA: 38,763

Location: A-2 Corridor

City: Madrid

GLA: 36,234

Location: A-2 Corridor

3. Alovera 4. Coslada I-III

City: Madrid

GLA: 35,285

Location: A2 Corridor

City: Madrid

GLA: 28,490

Location: A2 Corridor

5. Madrid - Meco 6. Madrid - Coslada

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44

Logistics (II) Testa MERLIN

City: Guadalajara

GLA: 27,995

Location: A2-Corridor

City: Valencia

GLA: 26,613

Location: Access to AP7, A7

and V31

7. Azuqueca 8. Valencia - Almussafes

City: Zaragoza

GLA: 21,579

Location: A-2 Corridor

City: Zaragoza

GLA: 20,764

Location: Access to AP7

9. Pedrola 10. Zaragoza - Plaza

City: Madrid

GLA: 16,242

Location: Access to A4, M50,

R4 and A42

City: Barcelona

GLA: 14,911

Location: Granollers

11. Madrid - Getafe 12. Lliça del Vall

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45

Portfolio Hotels

© MERLIN Properties SOCIMI, S.A 5

Madrid

EurostarsAV Vega 4*

9

PuertaCastilla 4*

3

NH Sanvy 4*

7

EurostarsGL 5*

1

Barcelona

EurostarsGran

Marina 5*

2AC Forum

4*

6

Tryp aeropuerto 4*

4

Málaga

Tryp Alameda 4*

8

Valencia

Tryp Oceanic 4*

5Jerez

Tryp Jerez 4*

10

Testa Merlin

Location Testa Merlin

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46

Hotels (I) Testa MERLIN

City: Madrid

Location: CBD / Urban

GLA: 31,800

# rooms: 474

City: Barcelona

Location: Urban

GLA: 20,030

# rooms: 274

1. Eurostars GL 5* 2. Eurostars Gran Marina 5*

City: Madrid

Location: CBD / Urban

GLA: 13,180

# rooms: 262

City: Barcelona

Location: Airport

GLA: 10,125

# rooms: 205

3. Puerta Castilla 4* 4. Tryp Aeropuerto 4*

City: Valencia

Location: Coast

GLA: 9,308

# rooms: 197

City: Barcelona

Location: CBD / Urban

GLA: 13,768

# rooms: 184

5. Tryp Oceanic 4* 6. AC Forum 4*

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47

Hotels (II) Testa MERLIN

City: Madrid

Location: CBD / Urban

GLA: 12,182

# rooms: 149

City: Malaga

Location: Coast

GLA: 6,000

# rooms: 136

7. NH Sanvy 4* 8. Tryp Alameda 4*

City: Madrid

Location: Urban

GLA: 3,581

# rooms: 100

City: Jerez

Location: Coast

GLA: 4,637

# rooms: 98

9. Eurostars Av Vega 4* 10. Tryp Jerez 4*

Page 48: presentación 14 07 2015 - Merlin Properties · 2 The material in this presentation (the “Presentation”) has been prepared and is the sole responsibility of, Merlin Properties

48

PASEO DE LA CASTELLANA, 42

28046 MADRID

+34 91 787 55 30

[email protected]

www.merlinproperties.com


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