CARM Carisma Therapeutics Inc

Regulatory News:

Carmila (Paris:CARM):

Acquisition of Galimmo completed on 1 July 2024

• Total investment of €300 million at a 38% discount to EPRA NDV
• Immediately accretive (5% annual contribution to recurring earnings and EPRA NDV)

Excellent financial and operating performance

• Recurring earnings per share at €1.67, up 4.5% versus 2023
• Net rental income of €370.7 million, with sustained growth of 8.3% compared with 2023 (4.2% on an organic basis)
• Very good leasing momentum with 942 leases signed and positive reversion of 3.0%
• Financial occupancy at a record high 96.7%1, up 0.1 percentage points
• Specialty Leasing and Pop-up Store revenue at €18.2 million (up 6.9% like for like)
• Record high collection rate of 97.0%
• Retailer sales up 1.8% versus 2023
• Attributable net income (IFRS) of €313.8 million

Positive trend in portfolio value

• Portfolio value of €6.7 billion, up 13.0% on 2023 (up 0.9% on a like-for-like basis)
• Net Initial Yield of 6.57% (around 336 basis points above 10-year French government bond yield)
• Sharp rise in EPRA NTA per share to €26.12 at end-2024 (up 8.1%), in connection with the integration of Galimmo

Solid financial structure

• Net-debt-to-EBITDA ratio of 7.4x
• EPRA LTV ratio including transfer taxes2 of 38.9% at end-2024
• Inaugural Green Bond launched at attractive terms in September 2024 (€300 million maturing in 2032 with a fixed coupon of 3.875%)
• No maturities to be refinanced before May 2027
• S&P rating maintained at BBB with a stable outlook

Robust non-financial performance

• 54% reduction in Scopes 1 & 2 carbon emissions compared with 2019 (in line with the net zero target for 2030)
• Strong improvement in GRESB rating3 (Green Star: 91/100)

2024 dividend and 2025 outlook

• Proposed dividend of €1.25 per share (up 4.2% on 2023) 4
• Recurring earnings per share expected in 2025: €1.75 (up 4.8%)
• Launch of a further €10 million share buyback programme in 2025

Marie Cheval, Chair and Chief Executive Officer of Carmila commented:

"The successful implementation of the Building Sustainable Growth plan and the outstanding commitment of our employees confirm Carmila’s ability to achieve sustained growth in recurring earnings, supported by strong results in 2024.

Carmila posted a remarkable operating performance, with strong momentum in retailer sales and record-high occupancy. Carmila's shopping centres are go-to destinations when it comes to capturing and transforming the latest retail trends.

The acquisition of Galimmo has consolidated Carmila's position as Europe's third-largest listed operator of shopping centres. Backed by a solid balance sheet and dynamic capital allocation policy, Carmila is well positioned to seize future opportunities.”

Key financial highlights

 

2024

 

2023

 

Change

 

LfL change

 

Gross rental income (€m)

404.1

368.6

+9.6%

 

Net rental income (€m)

370.7

342.4

+8.3%

+4.2%

EBITDA (€m)

313.8

292.4

+7.3%

 

Recurring earnings (€m)

236.9

228.2

+3.8%

 

Recurring earnings per share (€)

1.67

1.60

+4.5%

 

 

2024

 

2023

 

Change

 

LfL change

 

Property portfolio valuation including transfer taxes (€m)

6,652.1

5,884.5

+13.0%

+0.9%

Net Initial Yield

6.57%

6.42%

+15 bps

 

EPRA LTV ratio (including RETTs1)

38.9%

36.6%

+230 bps

 

EPRA NTA2 per share (in euros)

26.12

24.17

+8.1%

 

1. 2024 activity

Excellent leasing momentum: 942 leases signed in 2024

Carmila saw strong leasing momentum in 2024, with 942 leases signed for total minimum guaranteed rent of €54.3 million (up 23.0% year on year), or 15% of the rental base. Reversion was a positive 3.0% on average over the year, on top of indexation. This includes new leases on vacant premises and renewals.

Robust leasing activity reflects Carmila's proactive strategy in terms of the merchandise mix, in particular:

• 90 new retailers have chosen to set up in a Carmila centre for the first time (LEGO, Rossmann, Signorizza, etc.);
• leases signed with ready-to-wear flagship stores (Zara, Mango, Kiabi);
• consolidation of our Healthcare offering with new pharmacies and pharmacy extensions as well as a wide range of opticians (GrandOptical, Optic 2000, Krys and Alain Afflelou);
• a dynamic beauty sector (Adopt', Rituals);
• continued expansion of discount chains (Action, Normal, Tedi);
• renewal of the Food and Restaurants offering, with new concepts such as Krispy Kreme in France and Liao Pastel in Spain, along with a mix of international brands (KFC, Pitaya, O’Tacos) and regional concepts;
• development of the Sports segment with Decathlon, Intersport, JD Sport, Courir and fitness centres.

Financial occupancy came out at an all-time high of 96.7%7 at end-2024, serving to illustrate the appeal of Carmila shopping centres and their ability to seize the latest retail trends.

Temporary retail activity is following the same trend, with revenues from Specialty Leasing at €18.2 million, up 15.9% on a reported basis (up 6.9% like for like). Carmila has developed expertise in rapidly deploying pop-up concepts that deliver innovation and an enhanced customer experience.

Retailer sales up 1.8% versus 2023

Retailer sales in Carmila shopping centres for 2024 were up 1.8% year on year, with footfall up slightly by 0.6%, underpinned by the strength of Carrefour hypermarkets.

Business in Spain was particularly buoyant, with sales up 3.2%, reaffirming the geographical positioning and category of Carmila's centres, which are benefiting from the positive trend in tourism.

In 2024, the average occupancy cost ratio of Carmila's tenants was 10.5%, remaining stable versus 2023.

2. Completion of the Galimmo acquisition

Acquisition of Galimmo

On 1 July 2024, Carmila finalised the closing of the acquisition of 93% of Galimmo SCA's share capital.

On 25 July 2024, Carmila acquired all shares held by Primonial Capimmo, increasing its stake in Galimmo SCA to 99.8%.

On 31 October 2024, Carmila completed a simplified public tender offer with a squeeze-out, increasing its stake in the company to 100%.

Carmila's total investment amounts to €300 million, at an average acquisition price of €9.22 per share, and a 38% discount to EPRA NDV.

Galimmo's 51 assets, mostly located in north-east France, were valued at €724 million at end-December 2024. The geographic complementarity of Carmila and Galimmo’s portfolios provides an opportunity to roll out the powerful Carmila ecosystem across this new scope.

The transaction offers a compelling value proposition to Carmila's shareholders, with an implied acquisition yield of 9.8% on Galimmo's portfolio and accretion of both net asset value per share (up 5% pro forma) as well as recurring EPRA earnings per share (up 3% before synergies and 5% pro forma after synergies).

Assessments of the fair value of the assets acquired and liabilities assumed led to the recognition of negative goodwill of €155 million in 2024, reflecting the discount between the purchase price and the fair value of the net assets acquired.

Integration of Galimmo

In the second half of the year, the integration of the Galimmo teams was successfully completed, with the effective deployment of Carmila's IT and management systems across the new scope. Galimmo's integration will generate €5 million in run-rate cost synergies, fully effective from 2025.

The deployment of Carmila’s value creation strategy for the assets acquired from Galimmo is under way, and will generate additional revenue in addition to the cost synergies implemented in 2025. Galimmo's 2024 collection rate has already begun to rise (96.6% in 2024). From 2025, Carmila will be rolling out its first agile projects and applying its leasing expertise, which will help improve Galimmo’s financial occupancy (92.7% in 2024).

3. Financial results

Net rental income on a reported basis: up 8.3% versus 2023

In 2024, net rental income on a reported basis rose by a sustained 8.3% year on year to €370.7 million.

Organic net rental income growth of 4.2%, included a 3.4% positive indexation effect.

Changes in the scope of consolidation include the contribution of Galimmo over six months (+6.7%), the effect of asset disposals in 2023 (-1.4%), and other miscellaneous effects (-1.2%), including the effect of non-recurring items in 2023 net rental income (collection of Covid receivables).

The collection rate stood at an all-time high of 97.0% in 2024, up 50 basis points compared to 2023.

Recurring earnings per share came out at €1.67, up 4.5% on a reported basis, compared to 2023

Recurring earnings per share for 2024 came out at €1.67, up 4.5%.

In 2024, Galimmo contributed 1.5% to growth in recurring earnings per share.

This growth confirms the Building Sustainable Growth strategy and demonstrates Carmila's ability to grow cash flow in a predictable and sustainable way.

4. A robust balance sheet ready to seize opportunities

Portfolio valuation on a reported basis up 13.0%

As of end-December 2024, the gross asset value of Carmila’s portfolio, including transfer taxes and Galimmo’s assets, came out at €6.7 billion (an increase of 13.0%).

On a like-for-like basis, the value of the portfolio increased by 0.9%.

The portfolio capitalisation rate (Net Initial Yield) was up 15 basis points year on year, to 6.57%, and stable in the second half.

Since 2017, the capitalisation rate has increased by 120 basis points. The impact of this increase was entirely offset by organic growth in the rental base. The yield on the portfolio also represents a substantial premium of around 330 basis points over the yield on 10-year French government bonds8.

Sharp rise in EPRA NTA per share to €26.12

Carmila’s EPRA NTA per share was €26.12 at end-2024, up 8.1%.

The improvement is attributable to the impact of higher like-for-like appraisal values restated for investments (-€0.25 per-share impact), recurring earnings for the period (+€1.67), dividend payments (-€1.20), share buybacks (+€0.06), other changes (-€0.31) and the acquisition of Galimmo (+€1.98).

Robust balance sheet

Carmila’s financial position is solid, with an LTV ratio including transfer taxes of 38.9%. The net debt to EBITDA ratio was 7.4x and the interest coverage ratio, 4.5x. Carmila has no maturities to be refinanced before May 2027. The average debt maturity was 4.5 years at end-2024.

Inaugural Green bond issue

On 17 September 2024, Carmila issued its inaugural Green Bond for an amount of €300 million. The bonds have a maturity of just over seven years and pay an annual coupon of 3.875%. The financing was raised at a spread of 160 basis points above the benchmark rate and with no issue premium.

Almost seven times oversubscribed, the issue met with great success among ESG investors in France and abroad.

The transaction was carried out under Carmila's “Green Bond Framework” published in October 2022. The funds raised from the issue will be used to finance assets that meet stringent, transparent eligibility criteria and have obtained BREEAM "Very Good" or "Excellent" certification.

On 29 October, Carmila carried out a €100 million tap issue with the same characteristics as the Green Bond.

S&P rating maintained at BBB with a stable outlook

On 24 October 2024, S&P confirmed Carmila’s BBB rating with a “stable” outlook.

Carmila has considerable headroom as regards the rating thresholds (net debt/EBITDA of 7.4x, i.e., comfortably below the 9.5x threshold for a BBB rating).

5. Implementation of the 2022-2026 strategic plan, Building Sustainable Growth

Third successful year of the strategic plan

In December 2021, Carmila launched its 2022-2026 strategic plan, reflecting Carmila's ambition to build sustainable growth, invest in new business lines and transform its assets. The plan is based on three pillars:

• Recognised asset transformation expertise, pivot in the merchandising mix, Carmila’s omnichannel platform and agile restructuring projects;
• Optimised capital allocation backed by asset disposals to favour reinvestment in targeted, value-creating acquisitions;
• A vision of long-term value creation reflected in mixed-use property development projects, partnership with Carrefour, non-financial strategy focused on carbon neutrality, and new initiatives to create more value.

Asset transformation

In 2024, 46 agile restructuring projects were completed, with total Capex of €40 million. In 2025, taking into account the integration of Galimmo, Carmila plans to expand the budget by €10 million to €50 million, covering around fifty agile projects.

The pivot in the merchandising mix is well under way, with exposure to the Ready-to-wear segment down to 28% from 34% in 2019, and an acceleration in the Health and Beauty, Food and Restaurants and Sports segments.

Optimised capital allocation

Since the start of 2022, Carmila has sold 14 assets for some €300 million including transfer taxes, representing around 5% of the portfolio's value. All disposals were conducted at prices in line with appraisal values.

In 2024, Carmila sold an asset in Beaurains (France) for €5.6 million.

The capital generated by these disposals was reinvested in the acquisition of Galimmo at a yield of more than 9%.

Carmila will continue this optimised capital allocation strategy in 2025 and beyond.

A vision of long-term value creation

Mixed-use projects

Evolving regulations and the increasing urbanisation of towns and cities are driving opportunities for Carmila shopping centres to be adapted for other purposes (mainly residential).

In 2024, 15 mixed-use development projects adjoining Carmila shopping centres were under way in collaboration with Carrefour. Carmila holds a minority stake in the development companies of two of these projects (Nantes and Sartrouville, in partnership with Carrefour and Altarea), while the other 13 sites are being developed jointly by Carrefour and Nexity.

Major projects

Carmila is working on five major retail-led expansion projects at Orléans, Montesson, Toulouse Labège, Antibes and Terrassa, for a total Capex estimated at €200 million. Work is scheduled to start in 2026, representing annual Capex of €50 million from 2026.

Growth initiatives

Carmila is deploying the three growth initiatives included in its strategic plan: Next Tower, the omnichannel incubator, and Carmila Retail Development, which aims to contribute €30 million a year to recurring earnings.

In 2024, Next Tower will operate 213 towers across France and Spain, representing locked-in rental income of €2.7 million. Carmila confirms the development potential of €10 million in annual rental income from 2028.

In 2024, Carmila is stepping up efforts to roll out its omnichannel platform and incubator for retailers, contributing €7.5 million to recurring earnings (franchise development, online services, pop-up and flash pop-up sales, DNVB incubators, targeted marketing and in-centre AI and connectivity).

Carmila Retail Development has entered into 13 partnerships covering a total of 305 stores, 134 of which are in Carmila shopping centres, representing €1.8 million in recurring earnings.

Consolidating Carmila's position as Europe's third-largest listed operator of shopping centres

Carmila is Europe’s third-largest listed operator of shopping centres, with a portfolio of 251 sites anchored by Carrefour hypermarkets.

Carmila has operations in France (168 centres, 74% of the portfolio), Spain (75 centres, 21% of the portfolio) and Italy. The integration of Galimmo has consolidated Carmila's position as Europe's third-largest listed operator of shopping centres, with the gross value of its assets up to €6.7 billion at end-2024.

86% of Carmila shopping centres are leaders or joint leaders in their catchment areas, with a reasonable average rent of €276 per square metre (stable and balanced occupancy cost ratio of 10.5%). In 2024, Carmila's shopping centres welcomed more than 600 million visitors.

The Building Sustainable Growth strategic plan reaffirms Carmila’s potential for cash flow growth

Since the plan was announced, Carmila has achieved all of its financial targets including recurring earnings growth and dividend payouts, as well as maintaining a robust financial structure and delivering sustainable growth in recurring earnings year after year.

6. A clear roadmap for sustainable growth

Commitment to reduce carbon emissions (“net zero” Scopes 1 & 2 emissions by 2030)

Carmila is targeting “net zero” Scopes 1 & 2 carbon emissions by end-2030, by which time it will have cut emissions by 90% versus 2019, notably by reducing energy consumption and transitioning to renewable energy at its centres. The remaining 10% of emissions will be offset, in keeping with the recommendations of the Science Based Targets initiative (SBTi).

This will take the form of partnerships with Agoterra on agro-ecological transition projects, and with Carbonapp on reforestation projects in France for around 6,000 tCO2e.

Carmila is also continuing to reduce Scope 3 emissions, with the aim of becoming fully carbon-neutral on all emissions sources by 2040.

At end-2024, Carmila’s Scopes 1 & 2 greenhouse gas emissions were 54% lower than in 2019, due notably to a 59% reduction in energy consumption.

Annual €10 million green capex investment plan

In addition to efforts to reduce energy consumption, an ambitious annual €10 million green capex investment plan has been drawn up to retrofit the most energy-intensive assets. This energy efficiency plan combines technological innovation (installation of centralised technical building management systems at more than 95% of sites), artificial intelligence (installation of Flex Eco Watt meters at 29 sites and 53 sites equipped with sub-meters), investment in and careful management of facilities (105 adiabatic rooftops installed at 18 centres).

In 2024, Carmila completed the first phase of the rollout of photovoltaic panels to six centres in Spain. This upfront investment will enable the centres to consume self-produced “green power”. Carmila’s annual green power production target is 3,044 MWh, which will reduce the carbon footprint by 16,538 tonnes of carbon equivalent.

Transparency on the non-financial characteristics of the portfolio

In 2024, all significant shopping centres9 are certified, and 43% of the portfolio has obtained at least "Very Good" BREEAM-In-Use certification.

Carmila received an EPRA sBPR Gold award for the fourth time in recognition of its alignment with the highest sustainability reporting standards. Carmila also received an EPRA BPR Gold award for the quality of its financial disclosures.

The CDP included Carmila in its 2024 A-List (346 companies) of the Climate Change questionnaire, remaining in the Top 5% of the 23,000 respondents.

GRESB, which assesses the Environmental, Social and Governance (ESG) practices of real estate companies worldwide, has again singled out Carmila. After achieving a score of 80/100 in 2023, Carmila scored 91/100 this year – higher than its peers and the average score for GRESB respondents in 2024, which stands at 76/100. Carmila has been awarded "Green Star" designation, the highest category in the benchmark.

Carmila has again obtained a score of 95/100 on the Professional Equality Index (IEG), in recognition of its diversity policy.

7. Outlook

Proposed cash dividend of €1.25 per share for 2024

The Ordinary and Extraordinary Shareholders’ Meeting to be held on 14 May 2025 will be asked to approve a per-share cash dividend of €1.25 in respect of 2024 (a 4.2% increase year on year).

This corresponds to a payout of 75% of recurring earnings, in line with Carmila’s dividend policy.

Recurring earnings per share expected in 2025: €1.75

In 2025, Carmila expects recurring earnings per share of €1.75, a 4.8% increase compared with 2024.

Forecasts for growth in recurring earnings assume organic growth in rental income, supported by indexation as well as the additional contribution of Galimmo on a full year.

Launch of a €10 million share buyback programme in 2025

In 2024, Carmila carried out two €10 million share buyback programmes.

The first programme was launched on 29 April and completed on 31 July 2024.

The second programme was launched on 29 July and completed on 19 December.

The 1,189,746 shares bought back have been earmarked for cancellation (i.e., 0.8% of the share capital).

A third buyback programme will be launched on 13 February 2025. The shares purchased under the programme will also be earmarked for cancellation. This transaction forms part of the share buyback programme authorised by the Annual General Meeting of 24 April 2024.

Additional information

The presentation of Carmila’s 2024 annual results will be broadcast live on 12 February 2025 at 09:00 a.m. (CET) on Carmila’s website (www.carmila.com).

The presentation in English is available on Carmila’s website on the following page:

https://www.carmila.com/en/publications (financial presentations)

A replay of the webcast will then be available online during the day on 12 February 2025.

A document entitled "Consolidated financial statements and commentary on 2024 business activity" is available on Carmila's website at the following page:

https://www.carmila.com/en/publications (financial releases)

The audit procedures on the consolidated financial statements have been completed. The audit report will be issued following the final verification of the presentation of information in the format stipulated by ESEF regulation relating to accounts that will be included in the annual financial report.

INVESTOR AGENDA

12 February 2025 (09:00 a.m. Paris time): 2024 annual results presentation 17 April 2025 (after market close): First-quarter 2025 financial information 14 May 2025: Ordinary and Extraordinary Shareholders’ Meeting 23 July 2025 (after market close): First-half 2025 results 24 July 2025: First-half 2025 results presentation 23 October 2025 (after market close): Third-quarter 2025 financial information

ABOUT CARMILA

As the third-largest listed owner of commercial property in Europe, Carmila was founded by Carrefour and large institutional investors in order to enhance the value of shopping centres adjoining Carrefour hypermarkets in France, Spain and Italy. At 31 December 2024, its portfolio was valued at €6.7 billion, and is made up of 251 shopping centres with leading positions in their catchment areas.

Carmila is listed on Euronext-Paris Compartment A under the symbol CARM. It benefits from the tax regime for French real estate investment trusts (“SIIC”). Carmila has been a member of the SBF 120 since 20 June 2022.

Important notice

Some of the statements contained in this document are not historical facts but rather statements of future expectations, estimates and other forward-looking statements based on management’s beliefs. These statements reflect such views and assumptions prevailing as of the date of the statements and involve known and unknown risks and uncertainties that could cause future results, performance or events to differ materially from those expressed or implied in such statements. Please refer to the most recent Universal Registration Document filed in French by Carmila with the Autorité des marchés financiers for additional information in relation to such factors, risks and uncertainties. Carmila has no intention and is under no obligation to update or review the forward-looking statements referred to above. Consequently, Carmila accepts no liability for any consequences arising from the use of any of the above statements.

This press release is available in the “Financial Press Releases” section of Carmila’s Finance webpage: https://www.carmila.com/en/publications (financial releases)

Visit our website at https://www.carmila.com/en/

_________________________________ 1 Excluding Galimmo (including Galimmo: 96.2%). 2 EPRA LTV Ratio (including RETTS [Real Estate Transfer Taxes]). 3 GRESB: Global Real Estate Sustainability Benchmark. 4 Proposed to shareholders at the Ordinary and Extraordinary Shareholders’ Meeting on 14 May 2025. 5 Including real estate transfer taxes. 6 Net Tangible Assets. 7 With Galimmo: 96.2% 8 Balance at 31 December 2024 (source: Banque de France). 9 Centres with 30 or more stores.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250211495936/en/

INVESTOR AND ANALYST CONTACT Pierre-Yves Thirion - CFO pierre_yves_thirion@carmila.com +33 6 47 21 60 49

PRESS CONTACT Elodie Arcayna – Corporate Communications Director elodie_arcayna@carmila.com +33 7 86 54 40 10