One United Properties (BVB: ONE), the leading Romanian green developer of residential, mixed-use and office real estate, held, on April 25th, 2024, the General Meeting of Shareholders (GMS).
During the GMS, the shareholders approved, among other items, the distribution of the second tranche of the dividends from 2023 profits, the 2024 budget, and elected members of the Board of Directors. The quorum of the GMS was over 80%.
“On behalf of One United Properties' Board of Directors, I would like to thank all our shareholders for their active participation in our Annual General Meeting of Shareholders. The approval of key points related to financing and governance underscores our collective confidence and commitment to the management's vision, as it was recently presented during our capital markets day. The ONE 2030 strategy is ambitiously set to further expand our footprint in the Bucharest residential market, consolidate our position in the office sector, and venture into the hospitality industry. As we grow, we are equally committed to maintaining the highest standards of corporate governance, ensuring transparency and integrity in all our activities. These elements are vital as they aim not only for financial growth but also for sustainable expansion of One United Properties leadership position,”
said Claudio Cisullo, Chairman of the Board at One United Properties.
Following the approval of the shareholders at the GSM, for 2024, One United Properties targets consolidated gross turnover in 2023 of 349.9 million euros, a 14% increase compared to the 2023 result and a result from operating activity of 137.5 million euros, a 21% increase driven by higher sales of residential property. The consolidated gross profit target is 123.5 million euros, 15% higher than the result for 2023, while the net profit is estimated to reach 105 million euros in 2024, a 16% increase versus 2023, with the net margin expected at 30%.
In 2023, One United Properties achieved a 30% year-on-year increase in consolidated turnover, reaching 308.1 million euros, a record for the group. This growth was driven by a robust residential market, with sales up 46% year-on-year to 228.5 million euros and a 62% increase in rental income, totalling 25.9 million euros. The gross profit for the year stood at 107.5 million euros, an 11% increase on a normalized basis from the previous year. The Company's gross loan-to-value ratio stood at 28% as of December 31st, 2023, while the net debt amounted to 12% of the total assets of 1 billion euros.
For 2023, One United Properties proposes distributing a total gross dividend of 15.2 million euros. The first tranche of gross dividends of 7.6 million euros was approved in the GMS in October 2023 and was distributed on January 31st, 2024. For the April 2024 GSM, the Board of Directors proposed the approval of the second tranche of 7.6 million euros to the shareholders. Following the approval at the GMS, the gross dividend of 0.002 euros (RON 0.01) per share will be paid on July 15th, 2024. One United Properties’ dividend policy includes the payment of dividends on a semi-annual basis.
As of 2022, the mandates granted to the members of the Board of Directors are for one year, with the possibility of re-election. Consequently, in the annual GSM, the shareholders also elected the members of the Board of Directors - re-elected the current Board Members, Claudio Cisullo, Victor Capitanu, Andrei-Liviu Diaconescu, Dragos Manda, Marius Diaconu, Augusta Dragic, as well as elected a new Board Member – Dirk Pahlke. Dirk Pahlke will enrich the One United Properties Board with his extensive European and global corporate finance and M&A expertise, gained from nearly three decades of service at Rothschild & Co.
The proposal to remove preferential rights for a share capital increase of up to 20% did not pass due to a lack of necessary quorum as the Company proposed to shareholders an alternative point related to a share capital increase operation with preference rights, which will be voted at the General Meeting of Shareholders that was convened for May 28th, 2024.
Consequently, the Company's development plans, as presented to the shareholders in the ONE 2030 Strategy, will be financed by the equity capital increase, which will be carried out once approved in the GSM over the summer of 2024. The Company aims to increase the share capital with 70 million euros, by issuing 1.750.000.000 new shares. The shares will be offered, respecting the preference right, to all the shareholders who hold ONE share on August 6th, 2024, at a nominal value of RON 0.2. The date of guaranteed participation, meaning the latest date the shareholder must purchase the share to be entitled to the rights for the share capital increase at nominal value, is August 2nd, 2024. To subscribe to a new share, the shareholders must hold 2.1879186 preference rights. More than half of the capital intended to be raised by the Company has already been committed by the two co-founders and executive members of the Board of Directors, Victor Capitanu and Andrei Diaconescu, as well as the Chairman of the Board, Claudio Cisullo, and Board Member, Marius Diaconu.
The shareholders also approved a potential bond issuance of up to 300 million euros over the next three years. This point on the agenda was proposed to shareholders to potentially allow the Company to optimize financing costs and refinance existing debt with corporate bonds issued at more favourable terms. The Company has no intention of issuing corporate bonds in the short term, and the potential refinancing of debt via corporate bonds is contingent upon a decrease in interest rates.
