Hello, and welcome to today's Icade conference call. Please note this conference is being recorded, and for the duration of the call, your lines will be on listen only. However, you will have the opportunity to ask questions. This can be done by pressing star one on your telephone keypad to register your question. If you require assistance at any point, please press star zero and you will be connected to an operator. I will now hand over to your host, Olivier Wigniolle, CEO, and Victoire Aubry, CFO, to begin today's call.
Thank you. Good morning, good morning, everyone. I'm Olivier Wigniolle speaking, and I am with Victoire Aubry, and also with Anne-Sophie Lanaute. We have organized this call just to present the transaction that occurred yesterday. Yesterday we have signed an exclusivity agreement with Primonial in order to sell our stake in Icade Santé. As you could see, I am on slide two of the presentation. Maybe to start with, and just to remind you, some figures about our stake in healthcare real estate.
In term of value, in term of NAV value at the end of last year, it represent a value of EUR 2.6 billion based on the NTA, NAV, which it's split in two parts, EUR 2.3 billion for Icade Santé, and EUR 0.3 billion for Icade Healthcare Europe, which is more the international portfolio. Just also to remind you, or to add that on top of these EUR 2.6 billion in term of value, we have a shareholder loan of EUR 0.4 billion that are with Icade Santé and Icade Healthcare. The exclusivity agreement that we have signed with Primonial is the first step of a transaction that will occur, and we'll probably come back to that with three tranches.
Just to summarize, the first stage will be, I know, will occur by the end of July 2023 this year. It will be the sale of 64% of our stake in Icade Santé for an amount of EUR 1.4 billion. Plus on top of that, repayment of Icade Santé shareholder loan to Icade for EUR 50 million. The second stage will occur by the end of 2025, which Victoire will explain how it will work, would be the disposal of our remaining stake in Icade Santé. On top of that, the third stage of the transaction is the disposal of the portfolio of Icade Healthcare Europe, which represent a gross value of roughly EUR 850 million.
So maybe, before to leave the floor to Victoire, just to explain the rationale of the transaction for Icade. We have highlighted five different elements. The first one is, as you know, part of our strategic plan was the completion of a liquidity event for Icade Santé. We were not able to list the company September 2021, and we were looking for alternative solution. The reason for that is, for sure, to try to raise capital for the development of Icade Santé, but also to crystallize and to show the real value of our healthcare portfolio. Victoire will come back to that, but I think that this transaction will clearly illustrate that the value of Icade Santé was clearly the value that we integrate in our NAV.
quence, uh, of the transaction, uh, just to remind you that the, the, our, uh, roadmap, you know, with healthcare started, uh, in 2007. We have, uh, opened, uh, the, the capital of Icade Santé in 2012. And I really do think that it was a really, uh, successful story for, uh, for Icade, because if you look at the, the valuation, EUR 2.6 billion, uh, embedded capital gain roughly amounts to EUR 1.2 billion. And as you probably, uh, so we will have to book, at the end of transaction, we will have to book the significant amount of capital gain.
As you probably have in mind, the SIIC regime will allow us or will oblige us to distribute 70% of the capital gain that we will book with the transaction. That will represent roughly EUR 710 million of exceptional dividend to be paid within two years after the transaction. Another rationale of the transaction for Icade is clearly, I think, to have a stronger balance sheet. For sure, part of the proceed will be used to reduce our LTV ratio, but mainly, and I think it's important to highlight that, in order to be much more flexible and cash-rich to size opportunities that we do think will be available on the current market. On top of that, I think we will have a simpler business model.
Refocus, mainly, not to say only, before maybe a new strategic plan that will be presented by the end of the year, but a new business model, more refocus on offices and residential development.
Those are the highlights of the transaction. Now I leave the floor to Victoire for more details. Victoire, the floor is yours.
Thank you, Olivier, and hello, everyone. Back to the structure of the transaction. I will comment more in detail each stage of this transaction. The first one, stage one. To come more in detail, as you can see on slide three, the first stage represents EUR 1.45 billion. It's a combination of the first part, EUR 1.1 billion, which is sold to Primonial. The second part represents EUR 100 million in Icade Santé shares sold to Sogecap, which reinforce its exposure on Icade Santé with this investment. The last part represents EUR 200 million shares cancellation for the sole benefit of Icade. All those three elements are based on valuation in line with EPRA NTA and 2022.
Of course, after adjusting the 2022 dividends. On the top of that, as Olivier said, this first part of the transaction will be the opportunity to reimburse the shareholder loan for EUR 50 million. In the meantime, there is a bank financing bridge representing EUR 550 million, which covered EUR 200 million of capital reduction, as I explained just before. The repayment of the shareholder loan for EUR 50 million, and I'm sure you have this in mind, the refinancing of the current bridge to bond on Icade Santé side representing EUR 300 million. Very also important, as a result of this first stage, the subsidiary Icade Santé and IHE will be deconsolidated from the Icade group consolidated financial statements upon completion of stage one.
Perhaps to complete this description, a few elements regarding the composition of the capital structure of Icade Santé after, before, and after this stage one. Before this stage one, Icade Santé, Icade, it represents 58% of Icade Santé. Sogecap, 10%. Crédit Agricole Assurances, 17%. Cardif, 9%. CNP, 5%. After this first stage, before end of July 2023, Icade will have 22% of Icade Santé exposure. Sogecap, with the EUR 100 million additional investment, will have 14% of exposure. Crédit Agricole, 18%, Cardif, 10%, CNP, 5.6%, and Primonial, 31%. Just to give you a complete situation of the Icade Santé shareholding structure after this first stage.
The second part of the transaction, stage two, is focus on the remaining stakes, how to sell the remaining stake of Icade in Icade Santé. It will be organized by the end of 2025, mainly through funds managed by Primonial REIM or investor identified by Primonial REIM. In line with Icade Santé most recently published EPRA NT on sell date. That's the second, the organization of the second part of the transaction. Stage three concentrate focus on the remaining vehicle, Icade Healthcare Europe. Primonial has been tasked with selling the assets of Icade Healthcare Europe by the end of 2024.
The proceeds for the sale will be first used to repay the shareholder loan from Icade, representing an amount of EUR 327 million, the balance will be distributed to all IAS shareholders, current shareholders, which are merely the same than the shareholders of Icade Santé vehicle. That's the description of the transaction split in three stage and ending end 2025, by 2025. I'm on page four, perhaps to give you more flavor regarding the benefits of the transaction. First, on Icade side, clearly, as Olivier said, significant deleveraging and strengthening the BBB+ rating. I will elaborate a little bit more about that just after. More headroom and agility to incur new strategy and size opportunity in a market at the bottom of the cycle.
Opportunistic acquisition and optimized use of our land bank to develop projects in line with post-COVID office market undergoing significant changes. Increased agility for large-scale property development projects. We explained with after work division, for example, a new strategy to be defined, of course, by the end of 2023. On Icade Santé side, healthcare investment side, clearly it's an opportunity to allow new long-term sources of capital to continue to grow in such a, in such a asset class. Current minority shareholders will be also able to sell or to strengthen their position in the Icade Santé structure. Icade Santé teams transfer to form a best-in-class team and undisputed leader in the management of the asset class. On page 5 right now, to give you more detail on the, on the balance sheet and financial situation.
First, to highlight that Finexsi reported on its work and conclusions to Icade Board of Directors last week, confirming the fairness of the term and conditions of the transaction for Icade and its shareholders. On the top of that, clearly this operation, this transaction will offer Icade the opportunity to reinforce significantly its balance sheet with incoming cash flow of up to EUR 3 billion until end 2025. Realization of a significant capital gain representing EUR 1.2 billion. Clearly strengthened credit profile in line with a BBB+ rating. LTV, including duties, will represent an amount of 35%, and perhaps even below 35% after the transaction. Of course, it means significantly improved debt ratio as early as 2023.
In the meantime, clearly this transaction is a very good opportunity to crystallizing the valuation of the healthcare business close, we can say, at the EPRA NTA level. Highlighting the, clearly in our view, highly excessive discounts at which Icade shares are trading. I remind you, around 48 discount to EPRA NAV, when we are focusing on our division dedicated on offices, it's around 80% of a discount. Clearly, an excessive discount in our view. Third, it's also securing and reinforcing the dividend policy with up to EUR 700.10 million in special dividends payable in the two years following the sale. It's of course what the SIIC regime said regarding this type of operation. I leave the floor for Olivier to comment the last slide and to conclude.
Thank you, Victoire. Just to summarize, as you have understood, it's clearly for us, it's a major transaction that we have closed with one of the leading asset manager on the real estate market. We really do think that, as I said, it's a win-win transaction for both Icade and Icade Santé. I think it will be clearly an interesting position for Icade Santé within the Primonial group and also for the team of Icade Santé to continue to grow and for it to have a better access to funds to finance the growth of Icade Santé.
For us, for Icade, with up to EUR 3 billion of cash within the next two years, I think this will be clearly a great opportunity for Icade to be in a position to both finance the future growth, but also to reduce our LTV LTV ratio. On top of that, as you have understood, our shareholders will benefit from a significant exceptional dividend due to the level of the capital gain that are embedded in the valuation of Icade Santé. The next step is to have the opinion of the Works Council of Icade that will be that should be done before the end of May.
the signing of the agreement with Primonial. The closing of the transaction should occur before the end of July this year. In term of guidance and dividend policy for 2023, for the time being our guidance is unchanged, but for sure the transaction will have a significant impact on our cash flow. That's why we will confirm the exact and pressurized cash flow in July 2023 according to the effective date of the transaction
In term of dividend policy, the dividend policy of Icade remained unchanged in line with the pro forma change in the net current cash flow, plus the impact of the exceptional dividend that will be also confirmed in July 2023. This is for the presentation of the transaction. Now Victoire and I are more than happy to answer your question if any.
Thank you, sir. Ladies and gentlemen, if you would like to ask an audio question, please press star one on your telephone keypad. Please also ensure that your mute function is not activated in order to hear the system to mute your equipment. The first question is gonna come from Mr. Marc Mozzi calling from Bank of America. Please go ahead. Your line is open.
Thank you. Very good morning, all. I'm just wondering, this impact on the LTV pro forma. If I'm correct, your EPRA LTV is 46%, out of which the leverage of Icade Santé is 35%. I'm not sure how we get from this other EPRA LTV at 46% minus 35% you deconsolidate, how you can get a lower LTV. Should not it be higher? I'm just wondering how you get to this 35% loan to value.
Okay.
Victoire, you want to answer?
Yeah, of course. Good morning, Marc. I will answer more focused on what we are thinking about LTV. We are more focused, you know, as you know, on LTV, including duties. We are right now, end of 2022, at a level of 39%. As I said, just a few minutes before, we should be able to be around 35%, not to say below 35%. On the top of that, I also like very much to follow carefully the ratios, the S&P ratio, which is, in my view, very relevant. S&P ratio, it's debt to debt plus revalued equity. Right now, S&P ratio, it's a level of 44% for at Icade level, end of 2022. After the transaction, we will be able to be toward 35%, 35%.
Just to give you more flavor regarding our leverage structure. On the top to that, I can also comment the another ratio, which is more and more focused today. It's debt to debt net to equity. This ratio should be around eight multiples, perhaps below eight multiples, after the transaction. That's the main KPI I can comment right now today regarding the debt structure. Just remember, Marc, that this transaction represents an amount up to EUR 3 billion in the coming year. It will be quite significant before end of July, because before end of July, it's plus EUR 1.45 million cash in Icade balances.
Yeah, I still do not understand how the LTV can go down.
Yeah.
Icade Santé is less leveraged than Icade standalone. I'm when you take consolidated Icade Santé, which is 35% LTV, 39 on the other side, I'm struggling when you're fully consolidated, meaning I would be happy to share how you get to 35% because I'm unable to get to that number. Whatever. Moving on, I just wanted to understand as well, what has been the trigger to sell your stake rather than to inject new equity from Primonial typically? Because now I understand that you're more focused, you're more office, you are cleaner, potentially less leveraged. In the meantime, I have a feeling that you're selling the jewels of the crown.
In the end, you have an office portfolio which potentially is not gonna have that much rental growth, while we have some in Icade Santé. Just understand what has been the trigger to sell that stake, which is effectively the reason why most of the investors were looking at Icade so far.
I will answer the question, Victoire.
Yeah.
The trigger, I think it's probably several elements. I will highlight three of them. The first one is we really do think that there will have some really appealing opportunities available on the market within the next two year. Yeah, I'm saying that even if I won't be in charge of that. Clearly that our analysis that you will have some willing sellers on the market in 2024, maybe 2025. If we want to be in a position to size these opportunities, we have to be flexible and cash-rich in order to be in a position to size them. That's probably the main trigger.
The second, the second trigger is clearly it's linked also with, you know, the valuation or the level of our share price. You know, if you really take into account that the transaction occur at, let's say, NTA NAV, if you replace cash, you know, with our stake within Icade Santé, by cash, and if you do assume that the share price won't change, it means that you will realize that the discount to NAV for the remaining part of Icade is between 80% - 85%.
Which is even if you have a pessimistic view on residential schemes, or if you have a pessimistic view on, you know, office taking transaction on the Paris market, we clearly do think that, you know, this level of discount is really, let's say, like, this too high or to say unfair. Clearly, you know, the level of our share price has been a second element, you know, that triggered the transaction because it was an unsolicited offer that was sent to us by Primonial. The third element, even if you have some difficulties with it, but for sure, Victoire and Anthony will come back to you.
clearly to have more cash in order also to reduce the FTB ratio was the third element that has convinced the board, you know, to approve the transaction.
Okay. The final very basic accounting question. The reason why you're generating a capital gain while selling at book value is because your accounting of Icade Santé is at historical cost, is that the way I should read it?
Yeah, exactly.
The capital gains, you know, are based, you know, under the SIIC regime on historic value, which is not, you know.
Exactly
On fair market value, but the SIIC regime is based on historical value.
Okay, thank you very much. Victoire, if we can have a call on this LTV thing, I think it's something where I'm a bit lost. Apparently I'm not the only one. Thank you very much.
No problem. Thank you.
Thank you, Mozzi.
We'll now move to Mr. Rob Jones of BNP Paribas. Please go ahead, sir.
Hi. Morning, team. Firstly, congratulations on the transaction announcement. It's good to see. Couple of questions from my side. Just one, the stage three disposal, this is on slide three, obviously you talk about sale of the Icade Healthcare Europe assets. You say in line with the latest EPRA NTA, but what I don't fully understand is how can you have the confidence to say you're gonna sell assets in line with basically current valuation, given that there's no bid at present, as far as I understand it. Do you have a view in terms of the timing of those disposals? The second question was around the fact that you've tasked Primonial REIM to sell those assets.
I'm just wondering from a kind of search process perspective, why out of all of the potential entities that could be tasked to sell that portfolio globally, why the entity you elected to do that was also the same entity that's buying your Icade Santé stake? Just some commentary around that. I appreciate that you've done some process around conflicts, but just some more detail would be helpful. The final one from my side was, I guess the answer is no, but have you had the opportunity to speak to the rating agencies yet, I guess namely S&P in terms of feedback from their side, on the back of the transaction linked to your BBB+ rating that obviously will strengthen on the back of this as well? Thank you very much.
Victoire, do you want to answer the three question?
Okay. Our confidence regarding the stage three, you said on Icade Healthcare. I said first, clearly, we will organize the disposal through a quite comfortable period, meaning by that, until end 2024. Of course, certainly it will be organized asset by asset or a small recruitment of assets and countries by countries. There is also in the agreement, you know, floor value, floor value deal with all the partner of all the shareholders of Icade Santé. Clearly, our focus is to sell those assets which are clearly a good quality of assets, mainly focused, you know, in Italy, Portugal.
I don't know if you have this in mind, we have a trophy asset on acute care in Portugal, for example, there is also, as I said, assets in Italy and in Spain, some also, of course, in Germany. We are quite confident so far, after discussion with Primonial, of course, to be able to sell with appropriate level of price, those assets in the coming two years. Your second question, I, if you don't mind, if it is possible to say it again because I didn't catch it. The last one regarding S&P . Of course, we had a regular exchange with S&P before the transaction.
We have made rating evaluation services, you know. To be clear, we have exactly it's very clear in our mind what should be the new debt KPI regarding the evolution of the business profile and also the credit profile of the company after the transaction. I can confirm we are firm, and it is a broad requirement, we can say, that we will maintain an objective to be fully in line with our BBB+ rating. Meaning by that, we will manage our debt KPI to stabilize this rating after taking into account all the impact of the transaction on the business and credit profile.
Sorry for the second question, if you can, repeat, it again, it could be great.
Yeah, no problem. The second question, the short version of the second question is, you've chosen Primonial as the organization to sell the Icade Healthcare Europe portfolio, why use Primonial? Why not use, you know, BNP Paribas Real Estate, or why not use any other organization to do that process? I guess linked to that, why did Primonial decide not to buy the IHE portfolio? Is it a geographic thing? Is it an asset type, or actually do they not like the assets as much as the assets that they are acquiring?
Olivier, do you want to go?
Y eah. Well, in fact, Primonial is an asset manager, you know, so they will organize the disposal process. Nevertheless, they will use, you know, external brokers. On top of that, I could say that they are probably because Primonial is an asset manager, it's not, it's not a fund by itself or a company, so they probably also have in mind some investors that could be interested by part of the portfolio. So it could be, they will be in charge of the disposal process. Nevertheless, they will be in charge of the management of Icade Healthcare Europe. But for the disposal, we don't want to have pressure, you know, in terms of timing.
That's why I, Victoire said, we are in the line to do that, we'll start right now, you know, by the end of 2024. Again, using Primonial as organizer for the process, but also external brokers. They're also all pre-identified from interest, you know, for part of the portfolio. For sure, it won't be a block sale of the entire portfolio. This is not the best way to increase the valuation. We will split the portfolio in different parts in order to be able to get the highest valuation possible. We are confident, back to your question that Victoire asked. We are confident due to the quality of the portfolio.
The decision not to keep this international portfolio is clearly the fact that the industrial project, Icade, for the minority shareholders, for the existing minority shareholders of Icade Santé and for Primonial is to refocus Icade Santé mainly not to say only focus to France. That's why they have decided, you know, to dispose, you know, the international, the international portfolio. As Victoire said, several property assets, you know, in Spain, Italy, in Portugal. Even in a market which is what it is, we are quite confident in our capacity to dispose this part of the portfolio by the end of 2024, at an appealing or interesting level of valuation.
Thank you very much. Thank you, guys. Thanks. Thanks, Victoire, as well.
Thank you, sir. We'll now move to Stéphane Afonso calling from Allinvest . Please go ahead, sir.
Good morning, and thank you for taking my question. Three questions on my side. The first one on your special dividend. If I'm right, the SIIC tax regime implies to distribute 70% of capital gains on disposals. You have EUR 1.2 billion of capital gains on Icade Santé. If I do the math, the special dividend is around EUR 840 million, compare to EUR 710 million that you estimated. How can we reconcile the two figures? My second question on the EUR 3 billion of cash inflows due to disposals, could you explain us how did you compute this figure? Finally, what would be the Primonial stake in Icade Santé when the deal will be completely completed? Thank you.
I can, take this, the first one, if you want, Olivier, and the second one, if you want.
The third one. Everything.
Okay. Regarding your question, for the estimation of the exceptional dividend. First, just notice when I explained the split of the stage one, if we can go on page three, Sophie. We have the two first part of the transaction, EUR 1.1 billion and EUR 0.1 billion, which is also under SIIC regime constraint. It mean that the capital gain has to be distributed, as you say, that delivered of 70%, for in the next two years. For the last part, the EUR 200 million dedicated on share cancellation for the full benefit of Icade, it's with neutralization of SIIC regime, SIIC regime constraint. It mean that you don't have to take into account the whole amount of EUR 1.4 billion.
That's the first question. The second one, how we can split the EUR 3 billion. It is up to EUR 3 billion. Of course, it is represent the total amount of the three stage of this transaction. What we can say so far is that as we said, on this EUR 3 billion, EUR 700 million is dedicated to a dividend. We made an approximation, an estimation of around 25% of this amount dedicated to reimbursement of debt. One more time to be sure to be fully aligned with our BBB+ rating. So it mean that the sole of this cash amount could be dedicated to reinvestment as we explain in opportunistic transaction, which we hope will be occurred in the coming months.
The second one, I'm sorry, I didn't catch it.
What would be the Primonial stake in Icade Santé when the deal would be completed?
It will depend, of course, of the contribution of the external new investor, because I'm sure you notice that, we will organize the first stage, the second stage of the transaction, through fund managed by Primonial, but also through new investors interesting to be part of the shareholding structure of Icade Santé. It's difficult to answer to your question precisely on that topics. As I said, in my first, in the first part of the call, after the stage one, Primonial could represent 30% of Icade Santé. At the end of the transaction, end of 2025, I don't know exactly.
I cannot answer precisely, perhaps between 30%-40%, depending, as I said, the part of the new shareholders in the Icade Santé vehicle.
Okay. Thank you.
Thank you very much, sir. We now go to Mr. Florent Laroche-Joubert, who's calling from ODDO BHF. Please go ahead.
Yes. Good morning. I would have maybe two questions. The first one, why can we say that today's transaction is secured? Could be the risk that maybe part of the transaction would not be executed. My second question would be on IHE. Can we consider that it will be still consolidated in Icade accounts until there are some assets in the portfolio? Maybe a third question, if I may. You speak about future opportunities for growth, are you already looking for some opportunities? Have you some discussion at certain level? Thank you.
I will answer first and third question, and if you can answer the second.
Okay.
For the first question, Florent, as you know, under the French law, you can't sign an agreement before you have the opinion of the Works Council, though. What can I say is that the transaction is secured because we have a put on Primonial. Also we will sign the contract after the opinion of the Works Council. The transaction is secured. We have some condition precedent when we will sign, you know, the agreement, but they are, let's say, really at normal level for this kind of transaction and no reason to doubt to be able to fulfill the condition precedent.
There is one condition linked to, you know, to Caisse des Dépôts, one question linked to Primonial, and one question linked to, you know, risk of concentration in Germany, but clearly very limited level of the condition precedent. That's for the first question. For the third question, I would say no. No, for the time being, we are on pause for chasing new opportunities. The reason for that is just because, you know, the new CEO, Nicolas Joly, will join probably somewhere around end of May or something like that. It will be his responsibility to define, you know, the new investment strategy. You know, for sure, it Icade will have a new CEO and therefore, a new plan.
The market is what it is. Whatever, whoever would be the CEO, the opportunities on the market will be or are available. It is fair to say that for the time being, we are looking at some of them. We are screening some of them, but we are waiting for the new CEO in order to move forward on one or other opportunity that we do see on the market.
Regarding, your last question, Florent, on Icade Healthcare Europe, subsidiary, I can clearly say that it will be also deconsolidated at the same time that than Icade Santé, open the completion of the stage one, of course, because of the strong and clear willingness of Icade to sell its exposure on, Icade healthcare assets. It's a whole. Both Icade Santé and Icade Healthcare Europe will be deconsolidated upon the completion of stage one.
Okay. Thank you. That's very clear. Thank you very much, sir. We'll now take questions from Mr. Bruno Duclos, who's calling from Invest Securities. Please go ahead, sir.
Hi, good morning. Thank you for the presentation. I have a few basic questions first. Regarding the stage two and stage three, could you give us the split of value of Icade share based on the last NAV?
What do you mean the split of Icade share, Bruno?
I mean.
Just to precise the question.
Yeah. I mean the value, the proceed you could get for.
Okay.
Stage. Sorry.
Victoire, could you give the amount of the proceed for each stage, yeah?
It's clearly made, at the level of NCE we could expect.
Mm-hmm. Yeah.
... at the time of the transaction, which means that, to be clear, we don't have a precise view so far to answer to that point. As we said at our full year presentation, result presentation, we are quite confident to say that on healthcare asset class level, we don't expect significant evolution in valuation in the coming months, in the coming years. We can also, to be more precise, say that we are confident to say that this asset class remains very attractive, very competitive, especially for asset manager as Primonial, but there is some other type of assets with the same willingness and the strong appetite for such an asset profile.
In our view, we are confident to say that the valuation of this asset class should remain stable, which means the valuation you have in front of you, end of 2022, representing EUR 2.6 billion for the global exposure of Icade in the healthcare asset class, should be not too far from this level. Of course, because the transaction will happen in the coming months, we are not fully certain that it will be exactly this amount.
Yeah. There is EUR 1.2 billion split EUR 2.2 billion split between stage two and stage three. Am I correct?
Yeah, you're correct.
Yeah.
Sorry.
You cannot provide the split between two and three?
We have EUR 1.4 billion for stage one.
Yeah.
We have more or less, for stage two, you have, roughly EUR 340 million, all part in the disposal of the portfolio, of, well, stage three, the disposal of, Icade Healthcare Europe. The remaining part of Icade Santé, EUR 770 million , based as Victoire said, on the current, NTA and NAV.
Okay.
On top of that, you add the reimbursement of EUR 380 million of shareholder loan.
Okay. Okay. Thank you.
On top of that.
Um-
To have the global amount, as Victoire said at the beginning, we will receive EUR 180 million of dividend. The 2022 dividend of Icade Santé, that will be paid at the beginning of April. If you add all the numbers that I give you reach the EUR 3 billion of cash.
Okay. Thank you. The, you mentioned an LTV of 35%. I see the path for our lower LTV, that's clear. As you, what is the? This is an LTV at the end of the full process?
I'm sorry.
Victoire, question for you.
At the end of the process?
Yeah.
You know, depending the volume of opportunistic investment we will have, of course.
Mm-hmm.
It's difficult to answer precisely your question.
Yeah.
It will be, as I said, around 35%, and not to say below 35%. One more time, the main focus, as we always said, is to manage your balance sheet, to maintain a BBB+ rating. After seeing that.
Yeah
We will manage, split of investment, reimbursement of debt, and so on, to secure this clear, focus for us.
Okay. One last question. Could you give us the minimum mandatory distribution of 2022 for Icade? The mandatory distribution related with the current activities and the dividend paid by the subsidiaries.
What do you mean 2022? last year, you said?
Yeah. Yeah.
Okay. It's around EUR 300 million.
EUR 300 million.
Very close.
Based on the-
Very, very close. Very close to the current level of dividend.
Uh-huh.
Exactly.
Okay. The current level of the dividend is a little bit above the mandatory, obligation of distribution.
Okay. Okay. Thank you. Very clear. Thank you very much.
Thank you very much, Mr. Duclos. Next question is coming from Mr. Jaap Kuin, calling from Kempen Please go ahead.
Hi, good morning. A few questions from my side. You obviously a few questions on the LTV already, but you've indicated that the LTV will be below 35%, which makes sense to us. Can you discuss what your future leverage target would be, indicating you'll be around 8x net EBITDA and LTV? Could you maybe already paint a picture of how you look forward to setting your new leverage targets?
One more time. Our leverage target is based on the focus on BBB+ rating. It means we will have a dividend, sorry, we will have a financial policy around LTV, including duties around 35%, as I said before, and we will manage to maintain that level. After saying that, of course, we have also taking care about S&P ratio, which is debt net to debt net plus revalued equity, which has to be also around 35%, towards 35%. It is for us clearly a focus to manage the balance sheet in the coming months and coming years.
Okay. That's clear. On the timing of some of the milestones, I would be interested in some clarification. On the stage two sale, it says by the end of 2025. How should we interpret that? Okay, can that stage two be executed any time before 2025? Or is it going to be for sure Q4 2025? Can you provide some color on that one?
It's exactly what you said. It begins June 2023, up to. If, if it is possible, we will, it could end before December 2025, if there is a, you know, strong interest of external investors and in addition, you know, attractive collection regarding fund managed by Primonial, it could occur before December 2025.
Okay, great. On the timing, let's say we focus on stage one and the special dividends attached to that one, which, I think, assuming pro rata, it should be above EUR 5. How do you foresee paying out that special dividend? Will that still happen in 2023?
That's a good question. I propose to revert to you when we will announce the closing of the transaction in I hope before the end of July. We will answer to you more precisely on this question regarding the 2023 exceptional dividend.
Okay. Thank you very much.
Okay.
Thank you very much, sir. Ladies and gentlemen, due to the time constraints, I will conclude today's listening session and turn the call back over to the meeting organizers for any additional or closing remarks. Thank you.
I don't know if you have any further questions. Otherwise, I will thank you to have joined this call. If you have any additional questions, do not hesitate to send them to me, to Anne- Sophie. We'll be more than happy to revert to you. Thank you very much.
Thank you very much.
Bye. Goodbye.
Bye-bye.
Thank you very much, ladies and gentlemen.