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Q3 FY2021 · Earnings Call TranscriptNovember 5, 2021

MCPAPIChat

Rene Hoffmann

Welcome to our Nine Months 2021 Earnings Call. In line with tradition your hosts today are once again, CEO, Rolf Buch; and CFO, Helene von Roeder.

I assume you have all had a chance to download the presentation. In case you have not please go to our website and you'll find it under the latest publication.

As in prior results calls, it is a pretty thick deck but that is because it is really two parts. The first is the earnings call presentation, we will be going through today so Pages 2 through 22 and the second is the more general investor presentation plus the appendix.

We have combined the two into one document to use the same set for different events and situations over the next weeks. So Rolf and Helene will now lead you through the first part of the slide deck and of course, we'll be happy to answer your questions afterwards.

And with that let me hand you over to Rolf.

Rolf Buch

Thank you, Rene and also a warm welcome from my side. Some of you might have the impression that there is a lot of rock and roll coming from Vonovia in the recent months.

Transactions, the general noise, you always have around election times and other headlines have made – have probably left impression at some of you which might not be – that we are might not be focused enough on what really matters. While I appreciate that the market likes predictability and steadiness from resi player, there are also two things that we should not forget.

First, we are faithfully executing the very strategy that we have communicated in the IPO. We are the consolidator of the resi market and scale matters.

Second, we are able to do what we do because our organic business is stable and so strong and well managed that we have enough time to pursue opportunities when they present themselves. The nine months result clearly shows how strong our business actually performs.

We are once again raising our guidance, Vonovia standalone excluding Deutsche Wohnen for EBITDA and group FFO. I will not go into the details of the highlights page – on Page 4, as we will address all these points on the next slides.

Let me just say that our results are in line or actually slightly better than we have anticipated. The market fundamentals remain highly favorable but should not be a surprise because we have built the business on megatrends that do not change on one quarter or even one year to the next.

And finally, I want to emphasize once again, that in our business sustainability and stakeholder reconciliation are key and always play a meaningful role in our decision-making process. And with this over to Helene.

Helene von Roeder

So thank you very much, Rolf. Let's switch to Page 5.

Before I start with the nine months results, I would like to briefly remind you where we stand on the Deutsche Wohnen transaction and explain how Deutsche Wohnen is part of our numbers in this presentation. I think the status of the transaction is pretty well known.

We now own 87.6% of the voting rights, which is pretty close to the maximum of 90%. Hence there is a remaining free float of Deutsche Wohnen and it goes without saying that in all our decisions we will respect the rights of these minority shareholders as we exercise the control we have with the stake we own.

We had communicated certain changes to the Vonovia management Board that we had agreed in the BCA and they will probably be implemented at the beginning of the next year. The integration has been kicked off and is in the hands of a very capable team that can draw from its experience of having done this already eight times before.

No surprise on the synergies either, which we still expect to be €105 million for EBITDA by the end of 2024. In terms of Deutsche Wohnen in our nine months financials.

Deutsche Wohnen is fully consolidated on our IFRS balance sheet as of September 30, on the basis of the anticipated acquisition method. What is important to remember though is that at the end of Q3, 37.6% of the shares fully diluted were already paid and the purchase price for the remaining €105 billion was booked as a payment obligation outside of the reported LTV.

There's no earnings impact on nine months segment EBITDA The nine months group FFO includes at-equity contribution of €25.6 million from Deutsche Wohnen, which is equivalent to two months of Q3 FFO at a weighted average stake of 29.8%. Until the integration of Deutsche Wohnen into Vonovia, Deutsche Wohnen will be reported as a separate segment.

Please note also that the guidance on Page 21 is Vonovia standalone, as we wanted to show you the organic performance without the positive impacts from Deutsche Wohnen. The actual 2021 full year numbers in March next year will include Deutsche Wohnen effect which will be Deutsche Wohnen at-equity contribution for two months so the €25.6 million; the Q4 Deutsche Wohnen FFO 1; and transaction-related financing costs, which are equivalent to €20.5 million.

So with that let's go to Page 6. The numbers on Page 6 and next two pages on our segment results are excluding Deutsche Wohnen.

As you can see, we are well on our way with all four segments showing year-on-year growth. On the basis of a basically unchanged portfolio volume, the rental segment grew by 5.2%, even though the organic rent growth was only 3.5%, which in my mind shows a bit the shortcoming of that organic rent growth number.

Anyways, 5.2% growth in our largest segment helped by the total EBITDA to grow by 7.6%. And accounting for lower interest expense and higher taxes mostly due to sales, the group FFO grew by more than 10% in nominal terms and 8.3% on a per share basis.

If we include the €25.6 million at-equity contribution from Deutsche Wohnen, the FFO was up 12.9% in absolute terms and 10.8% per share. So, moving on to the Rental segment on page seven.

Our Rental revenue on a largely stable portfolio, increased by 3.3%, with maintenance up 4.4% and operating costs down 5.4%. The EBITDA contribution from our largest segment was up 5.2% year-on-year.

The reduction in operating expense overall helped improve the EBITDA operations margin in Germany to now 79.5%. As some of our expenses are actually backloaded, the Q4 EBITDA margin may be a bit softer, but medium to longer term, we clearly see additional potential, especially now coming from the integration of Deutsche Wohnen and the realization of announced synergies.

So let's go to page eight for the operating KPIs. As Rolf said, the operating performance remains highly robust without any real surprises.

Organic rent growth for the last 12 months was 3.5%. The three drivers were the market rent growth was 1.1%, modernization investments was 1.8% and new construction with 0.6%.

The vacancy rate is 10 basis points higher than Q3 last year, which is very much within the normal fluctuation rate. Maintenance expenses continue to be a bit higher than last year as we remain generous with this part of our cost base to keep our assets in good condition.

And finally, our rent receivables in Germany remain at all-time lows. While we had seen a small temporary increase during the COVID-19 pandemic, this has been overcompensated by now and we are below our pre-COVID levels.

And with that, back to Rolf.

Rolf Buch

Thank you, Helene. Similar to the Rental segment, the Value-add segment on page nine is a story of steady and sustainable growth.

And this story continues in the first nine months. Both internal and external revenues were up year-on-year and so was the EBITDA contribution from this segment.

As expected, this cause was broad-based across the different initiatives. The contribution from our Craftsmen business was up, as we increased productivity and EBITDA in spite of ongoing cost pressure on construction material and labor.

The residential environment saw higher revenues and increasing EBITDA. The growing penetration in both multimedia and smart metering helped to increase EBITDA from these businesses.

And finally, we are expanding our energy and generation and supply, which leads to higher EBITDA contributions as well. All in all, external revenues were up almost 12% and internal revenues close to 5%.

On back of this higher -- of higher operating expenses in this growing business, the overall EBITDA for Value-add was up 5% on a year-on-year basis. Our third segment the Recurring Sales is on page 10.

We continue to see strong momentum in the demand for our condo assets. While we sold 20% -- 26% more units than in the prior period year revenues and fair values were up by 43%.

The fair value step-up was similar to the last year with around 40%. On this greater volume, the EBITDA contribution from the segment was 41% higher than last year.

As we said in our H1 figures, this year's recurring sales volume is a bit higher than normal, as we have a small spillover from last year and we are also making use of the high demand to dispose some more difficult to sell condos. And finally, outside this segment, year-to-date, we have sold 620 noncore units, plus some land as a fair value step-up of more than 50%.

We sell those assets for portfolio management reasons only. So put differently, they are not the strongest assets and locations we have in our portfolio.

Still, we got a large step-up, which is a clear indication on ongoing momentum on asset prices.

Helene von Roeder

Thank you. So page 11, for Development.

Our fourth segment is a bit chunkier than the other three, so we should always expect some volatility between the quarters. The first nine months this year saw higher volumes and gross profits than last year in development to sell.

In development to hold, volumes were down, but gross profit was in line with last year. This has nothing to do with different priorities or strategic changes, but is simply a timing issue when the different projects are completed.

In spite of higher operating expenses, the overall EBITDA contribution from this segment was up 16% year-on-year. Page 12 for the development pipeline is more of a reminder than an update, as the numbers here don't change much from one quarter to the next.

In terms of completions, we had 786 units to hold and 580 to sell. Our expectation is that, we will see a total of around 1,500 units to hold and 800 to sell by the end of the year.

This would be slightly higher than last year, but still comparatively low as we continue to face the same challenges, when it comes to building new apartments, red tape in the preparation and construction process, slow process to obtain building permits, bottleneck in construction capacities and of course the not in my backyard challenge. The result of all this is what you see on page 45 in the appendix, where we continue to see lofty goals for new constructions in Germany in the future and completion rates that do inch higher, but clearly fall short of what would be required.

And the sobering data of insufficient completion rate does not even include the housing for the 400,000 immigrants per year that will need to come into the country if we want to maintain our productivity as an increasing number of people do go into retirement. So the fundamentals in terms of supply/demand imbalance from an owner's perspective remain very favorable, which bodes well not just for our development pipeline, but for our business overall.

On to page 13 and the portfolio valuation. In previous years, we always gave you guidance by providing a range on our H2 valuation.

And while it is certainly our intention to do just that this year as well, our statutory auditor KPMG requires that we reflect part of the expected H2 value growth already as of September 30th, because of the price dynamics we do see in our markets. So contrary to prior years, we have a Q3 valuation result with a total value growth of €1.6 billion.

Of that amount, €1.3 billion comes from performance and yield compression and the remaining €300 million from investments. Please note, that this number does not include the Q3 value growth in the Deutsche Wohnen portfolio.

Based on the consolidated numbers for Deutsche Wohnen their value grew by €1 billion in the third quarter. For Q4 then we estimate an additional value growth between €1.8 billion and €2.6 billion.

This number also does not include any contribution from Deutsche Wohnen. So page 14.

Let me provide a bit more color on context on the valuation. If we look at valuation over time, we see that 2021 is set to be even stronger than in any of the previous years with the exception of 2016.

We had seen strong performance and yield compression in each year since the peak year of 2016, but it always had been a little bit less dynamic than the previous year. At least for 2021 this trend seems to have reversed and we expect the level that is almost as high as 2016.

And while portfolio transactions in the market are only indirectly related to increasing values on our balance sheet because we value asset by asset, market evidence does support continued strong value growth. On the right-hand side of the page you see five transactions from the last 12 months that we have looked at closely.

In the end, they sold at a premium shown in the chart. And while transaction D is a bit of an outlier, because we understand about half of the portfolio was suitable for privatization, it still shows the premium that buyers in the direct markets are prepared to pay.

As a reminder, our fair value step-up for recurring sales in the first nine months was about 40%. I understand how dynamics in the private space can differ from the listed space, but I find a disconnect between the two pretty remarkably.

So let's look at page 15. The valuation of course has a direct impact on our NTA and NRV.

These numbers now do include Deutsche Wohnen as of September 30, 2021, however, on an extremely conservative basis. For the Deutsche Wohnen portfolio, we have included 50% of their deferred taxes and 100% of their purchases costs to bring their NTA definition closer in line with ours.

This is in line with EPRA guidelines and it includes an implicit assumption that 50% of the portfolio could potentially be up for sale. Clearly this is not the case nor our intention.

However, given we have not yet classified the Deutsche Wohnen portfolio according to our guidelines we chose to be very conservative here. The EPRA NTA per share on net basis is €70.26 and up 12% year-on-year.

If we were to add back 100% of the deferred taxes, the EPRA NTA would be approximately €74.5. If we were to include -- exclude all purchases costs from the NTA to make it more comparable to the peer group, the September 30th NTA pro forma would be €60.44 per share.

So moving on to page 16 for the LTV. The table on the left-hand side shows the LTV as of September 30, 2021.

This includes only the Deutsche Wohnen shares paid for as of that reporting date. On the lower right-hand side we have included an illustrative pro forma LTV bridge to show the impact of the €10.5 billion as remaining payment obligation, the approximately €8 billion rights issue, the Berlin disposals and our Q4 valuation estimate for Vonovia including Deutsche Wohnen to show you how we get back into our target range.

The debt structure is detailed on page 17 and it includes the Deutsche Wohnen debt that we're taking over in this transaction and you see that it fits nicely into a smooth maturity profile. As I've said in the past, the LTV alone is not a very meaningful metric all by itself.

I'd like to look at it together with the fixed/hedged debt ratio and the maturity profile and debt duration. On that basis, I think we're very well-positioned as of September 30th and more importantly looking at it on a pro forma basis like on the previous page.

I will not spend too much time on page 18 other than emphasizing that we have plenty of headroom on all of Vonovia's bond covenants. And with that back to you Rolf.

Rolf Buch

Thank you Helene. So on page 19, we want to bring everybody on the same page because we felt that there was a bit of confusion what we have done or better what we have not done with regard of Aggregate and Adler.

This is all about optionality. We have taken a closer look at Adler at last year.

As a result of the closer look, we are convinced that we have a very good outside in view on the Adler portfolio and the whole company. This is why we know that the portfolio and the company has a certain value.

We are aware of these various risks and uncertainties. But if you take all into account, you still left with the value of the company and the assets.

That is why we seized the opportunity that has presented itself and Aggregate needed to refinance a margin loan. And this is the first agreement with Aggregate us taking over the -- around €250 million margin loan that has the a full 26% stake in Adler as collateral.

So the see-through price is around €8 per share. The second agreement is on the call option of up to half of Aggregate's stake in Adler, so up to 13% of all Adler shares.

The striker price here is €14 per share and it is fully at our discussion whether we exercise this call option or not. So no foregone conclusion, no spontaneous acquisition of a stake, but optionality over the next 18 months while we digest the Deutsche Wohnen integration.

On page 20, I would like to give you an update of our Sustainability Performance Index SPI. As a reminder, this is our leading metric for non-performance -- financial performance and includes six categories: CO2 reduction in our portfolio, energy efficiency of the new constructions, ratio of senior-friendly apartment refurbishments, customer satisfaction, employee satisfaction and workforce gender diversity.

Our goal is to achieve a target rate of 100% which would mean that we have reached all the targets set across the six categories. As we already said in the half year results, we are well underway and expect an overall target achievement of 105%.

This improvement is especially driven by good performance in CO2 reduction further improvements of our customer satisfaction and increased employee satisfaction. And with this back to Helene for the guidance.

Helene von Roeder

So finally, the 2021 Vonovia stand-alone guidance excluding Deutsche Wohnen on page 21. Based on our Vonovia stand-alone performance, so far we are increasing the guidance as follows.

We expect the adjusted total EBITDA to come out around the upper end of the range of €2.055 billion to €2.105 billion. And we are increasing the group FFO guidance range to now €1.520 billion to €1.540 billion.

This increase is driven by the positive performance across all segments, but also reflects a larger development to sell projects that we expect to close in Q4. Please note that this guidance is for Vonovia stand-alone without Deutsche Wohnen impacts.

The actual full year 2021 results will differ in so far as that they will include the at-equity contribution from Deutsche Wohnen of €25.6 million the Q4 FFO of Deutsche Wohnen and the fourth quarter interest expense for the Deutsche Wohnen transaction-related debt.

Rolf Buch

So now we are coming to the summary. Let me brief -- summarize today's call is this.

First, our performance remains highly robust and the market fundamental and long-term outlook remain favorable as an evidence by our valuation results and the outlook. I know that the Deutsche Wohnen transaction has taken up a lot of airtime over the last months.

However, you can clearly see on our numbers that it has not impacted our performance. Two, we remain confident that we can continue to deliver earnings and value growth over this year and beyond both organically and through the Deutsche Wohnen acquisition.

And three, ESG focus and shareholder reconciliation continues to be highly relevant. Most of our actions have more than just an economic dimension.

You should expect us to continue to try to strike the right balance going forward. Again, this is not a conflict.

We have built a business that can deliver the kind of returns that you expect from us and still make sure that we do it in a way that treats other shareholders fairly. In the end, finding relevant solutions to ESG challenges will be rewarding in multiple ways, financially but also beyond.

Thank you.

Rene Hoffmann

Thanks Rolf and Helene. And Angela, can you please open up the Q&A.

Operator

Sure. Thank you.

Ladies and gentlemen, we will now begin the question-and-answer session. [Operator Instructions] We received the first question.

It is from Thomas Neuhold, Kepler Cheuvreux. Please go ahead.

Your line is open.

Thomas Neuhold

Good afternoon. Thank you very much for the presentation and taking my questions.

I have actually three and I think it's the best to take them one by one. The first is on cost inflation.

I was wondering if you can give us some figures in terms of what kind of material costs and personnel costs inflation you see? And especially, regarding the impact on your businesses, the development business, is house price inflation still exceeding cost inflation, or is there a risk that the 20% to 25% development margin cannot be held in the next couple of quarters?

Rolf Buch

So yes, you can probably also see it slightly as I have mentioned in the Value-add segment. So we see a significant cost increase.

It's more than 4% as production costs so as a construction cost index. And we also think that this will go on probably even got a little bit stronger.

Yes.

Thomas Neuhold

And the impact on the development margin can the 22…

Rolf Buch

No the price of -- the sales price is going up even faster. So...

Thomas Neuhold

Okay. Understood.

So we can...

Rolf Buch

So you can see a slight impact because of course we have internally fixed price for these services which this Value-add segment is providing for the Rental segment. So that's why of course you will see a little bit pressure in the EBITDA on the Value-add segment because they just have to respect the internal prices possible here but this is not too meaningful.

Thomas Neuhold

Okay. And my second question is on rising interest rates.

Can you give us an indication on your spot financing costs at the moment or the impact that the recent increase in interest rates could have on the refinancing cost?

Helene von Roeder

Yes. Okay.

So, at the moment our average cost is at 1.13%. And the recent issuance is -- I mean you know them they have been -- for 30 years it was at 1.6% to 5%.

To be perfectly honest I mean the rise in interest rate at this point is, if you look at it in the larger picture still quite homeopathic. So I'm not too worried that we cannot absorb that easily.

Having said that, I'm quite happy to have done the financing as we've done because I think we sort of like seem to have picked the perfect low. But in terms of like our liability side obviously, we're not coming to the market this year this side of the year again.

And then let's see what happens next year. But it doesn't feel like the market is rising too strongly at this point in time.

Thomas Neuhold

Okay. And my last question is on the topic sustainability taxonomy.

Can you give us already an indication which portion of your business activities are considered sustainable economic activities or green activities according to the taxonomy?

Rolf Buch

No, I think it would be a little bit too early. I think we will come out with some figures probably in the next year.

To be very clear, if you see our efforts what we are doing for sustainability is probably a meaningful figure.

Thomas Neuhold

Thank you.

Operator

The next question is from Jonathan Kownator, Goldman Sachs. Please go ahead.

Your line is open.

Jonathan Kownator

Thank you very much for taking my questions. I have four questions, if I may.

The first one on revaluation gains. I think I've asked that question already, but given the fact that you're doing 40% to 50% premium of your noncore assets and you will admit on the call it is not your best assets.

What does that make of the credibility of your valuation? And shouldn't they be much higher than this?

So first question. Second question.

On the rights issue, you indicated that you are keen to potentially raise up to €8 billion. If you factor in the disposals in Berlin which I don't think are factored in your valuations of Q3, if you factor in some revaluation gains for Q4 doesn't that bring LTV below 40% i.e., below your range potentially?

And are you overequitizing a bit in this instance do you have any further acquisition plans? So second question.

And on the...

Rolf Buch

Can we probably do more question by question because otherwise we forget the question.

Jonathan Kownator

If you want to.

Rolf Buch

So the first question actually was what does it say, if we can sell so high above what is on our books? I think it shows that we have a conservative valuation.

And it shows that the momentum is still in place because you know as we have always explained the valuation is later because we are using data which are older by definition. So I think this is probably a fair assumption.

The market is very hungry.

Jonathan Kownator

It is. But so, I apologize if I'm asking again the question but isn't your valuation supposed to be a true reflection of the market value as it's signed in the account?

And yet consistently over the last few years you're selling assets at 40% to 50% premium now. So the data is no longer backward-looking.

You have like so much data just to justify higher valuations no?

Rolf Buch

So -- but -- is this is clear this is asset by asset and it's always the same. As long as asset prices are raising, we are always too late.

This is well understood because we are building up on data which is actually three months older than what is existence and if we publish the results is even more. But what it also shows that even if we increase the value we are always above.

And I can tell you I have the debate with my salespeople they are complaining every time saying now the value is higher, we cannot deliver the same margins and we have the same debate in the end and reality there delivering the same margins. So, I still -- it's still a sign of a very hungry market.

Jonathan Kownator

Sure. But I mean shouldn't you have a step-up of say 20% as opposed to 5% versus 6% a quarter given the gap is as you're pointing out persisting and is very, very significant.

Like shouldn't there be a catch-up at some point as opposed to you reaching that progressively?

Rolf Buch

So we are still surprised about what is really possible in the market. And also if you see the process if you are doing a bidding competition they are actually getting crazy.

Jonathan Kownator

And how do the valuers take into account these comps in their assessment or your internal valuation because I think you're doing a valuation that is checked by CBRE now?

Rolf Buch

Yes but this is actually more a discount cash flow method then looked for market evidence.

Jonathan Kownator

Sure. But your exit cap rates and some of these assumptions?

Rene Hoffmann

But this is also individual transactions and we are looking on the whole data of all transactions.

Jonathan Kownator

Perhaps, but we can't be persistent.

Rolf Buch

But probably I lose it we have very good salespeople.

Jonathan Kownator

That's a good point, Rolf. I'm happy for you.

But again it's the persisting gap means that it's not necessarily mark-to-market in your book that's just what I'm trying to point out.

Rolf Buch

The second question was?

Jonathan Kownator

On the rights issue and the price.

Helene von Roeder

I do the rights issue side. So if you want to go back to the page 16 it was we show you the bridge.

And there you can see that like we've already pro forma included the disposal of the Berlin assets, which brings us just below the 45%. Trust me, we're not overequitizing with the €8 billion.

And hence it's really like the disposals are already in the bridge and we will need the 45% to sort of go below the 40% -- we will need the €8 billion to go to below the 45%. The other parameter we will need to look at is the net debt-to-EBITDA number.

That's something we are also factoring in.

Jonathan Kownator

Okay. So you indicated on that bridge below 45% post the rights issue and the Berlin disposals and the Q4 valuation, but are you expecting to still be in your 40% to 45% range?

Are you expecting to be in the middle of that be it the bottom of that below that?

Helene von Roeder

No, no, no. Look it's just below 45%, yes.

It's really like a few bps below.

Jonathan Kownator

Okay.

Helene von Roeder

And yes, the same as Vonovia trick which Rene is just hinting at. If you do take the ruler you will actually get to the exact number.

Rene Hoffmann

Build the scale on Page 16.

Jonathan Kownator

Build the scale well done, Rene. That's fine.

Okay. So I'll just ask one question.

Sorry I'm going to cut it short for benefits of the others. But on the development that we see in the political environment, are you seeing a desire from the current parties that discussing to release some of these bottlenecks?

And do you think they can really have a meaningful impact on that, or would you expect these bottlenecks to persist for a number of years? Thank you.

Rolf Buch

I think we have the best chance now to get rid of some of the bottlenecks that we had in the last 20 years because this is a government which has an inhibition to change to build Germany new. And the debate about building construction restrictions is not only a debate about housing, but also about renewable energy.

So it's the same rule which prevents for energy transportation networks and is for housing. So I think together with the energy industry, we are looking forward of change of regulations.

Having said this there's still a second bottleneck which is people in the construction permission departments. And this will not easily be solved.

So yes, we will have a government, which is understanding that we have to change something. It will make something easier.

But there is no assumption that in the year 2022 automatically all the bottlenecks are gone and we are doubling our development revenues or EBITDAs. So this will be a longer-term story.

I think there is a positive perspective for this on the longer-term perspective. But having said this before I think Helene mentioned it.

The problems of imbalance between supply and demand will become much bigger. And I think we are just starting to realize in Germany that if we get immigration this will be a much bigger problem that we see today.

So probably some politicians might have solution that the new construction rate of 350,000 units per year is enough. I can tell them this will not be sufficient at all.

So we are seeing bigger imbalance between supply and demand challenges in the future than we have seen in the last years. And some of the politicians thinks they have -- they hope they have seen the worst it's unfortunately not true.

Jonathan Kownator

Okay. Fair enough.

Thanks.

Operator

The next question is from Rob Jones, Exane. Please go ahead.

Your line is now open.

Rob Jones

Great. Thanks.

I've got three or four questions in total. So one is in terms of the €8 billion or circa €8 billion equity raise, specifically, around timing, I think you mentioned it was subject to market conditions kind of could be as early as the second half of November.

Given the obviously the mechanics of the rights issue it doesn't really matter what price you raise at because an investor can -- if they don't subscribe by the sell their rights in the market et cetera. Why does it matter around timing?

Or is there a concern from your side that given the quantum of the raise that you're looking to undertake an unfavorable market environment might lead you or might result in a situation where you aren't able to raise that kind of quantity of capital? I'm just trying to understand what you mean around kind of the concern or risk in relation to market conditions.

Helene von Roeder

Well, first of all, thank you very much for explaining the technicalities. We actually are loving it.

No, also I mean market conditions of course you look at a capital raise and you decide when to do it. But of course we have to go through many technical elements of this.

So you're totally right. We can as soon as we believe that the market is open and can observe the rights issue we will anticipate whether we want to do it or not.

I think that's the way we do it. Yes.

Of course we have to do the prospectus in order to finalize that.

Rob Jones

Yes, of course. Understood.

The second one was with regards to Adler. So obviously as you said you've got the call option for half of Aggregate stake.

What's the kind of price that you paid for that option, or is the option in lieu of the interest that you would normally receive on the loan the €250 million loan, or does the loan have an interest rate ascribed to?

Rolf Buch

The loan has the same interest rate than it had before because we just took it over and the option is free.

Rob Jones

The option is free. So why did they agree to the option, or was the option condition of the loan?

Rolf Buch

If you are in a situation that at 8:00 o’clock in the evening you discovered that you have to pay €250 million on the next day, you probably don't have too many options left.

Rob Jones

Fine. And linked to that, Rolf, because luckily I'm not in a position at 8.00 PM I suddenly owe someone €250 million.

But how -- do you call them and say, we've got some spec shareholders' capital and we think we can help you out, that’s also mutually beneficial for our shareholders, or do they contact you? I'm just trying to understand the realities of how that conversation comes about.

Rolf Buch

No, I think, you know we take the obligation even if we are in the moment busy with the Deutsche Wohnen transaction. You know that we are looking on all assets in the market.

And of course, we were closely looking a year ago on Adler, where we find that there was probably not a possibility to transact for a price which was appropriate. But of course, we knew the company very well and we have contact with Aggregate since then, or even before.

And I think it was public that they have an issue. So not a surprise.

And you probably sometimes asking what is happening here. And then, you are coming to discussions.

Rob Jones

Fine. Okay.

Seeing Aggregate before, that's understood. And then the final question for me, which is an easy one probably --

Rolf Buch

No, to be very clear, to be very clear, you wouldn't -- we would not have done this. We would not have a clear view, a detailed view on Aggregate as -- on Adler as a whole, including all the transaction, including all the reports, including everything.

So there was nothing new in this famous report for us. We all know it.

There is issues and you can probably put a price tag for every of these issues. And in the end, if you deduct all these price tags you are coming still to remaining value.

And this is why we took the opportunity.

Rob Jones

Yes. Understood.

And then the final one, just on recurring sales. Obviously, as you said, it's been a strong year due to the spillover effect from last year, taking faster strong market, sell week assets.

I'm expecting for FY 2022 that we see a step-down in recurring sales from the very tough FY 2021 or likely cut tough FY 2021 comp. Can you give any indication in terms of the -- how much of that step down to FY 2022 might be, or should we think about it more similar to, say, the FY 2020 outturn in terms of those recurring sales and the…

Rolf Buch

No. I think, you are not in the -- we are not giving you guidance for 2022.

Assuming that we are bigger, assuming that there's also portfolio in Deutsche Wohnen, assuming that the market is growing on, I would not be too pessimistic.

Rob Jones

Fine. Okay.

Very clear. Thanks very much team.

Operator

The next question is from Thomas Rothaeusler, Deutsche Bank. Please go ahead.

Your line is now open.

Thomas Rothaeusler

Yes Good afternoon, everybody. Just a couple of questions on politics.

I mean, we have heard hardly anything from the coalition negotiations so far, which, I guess, can be seen as a signal that talks, runs smoothly. Just wondering, if you've heard anything from the negotiations?

Rolf Buch

To be very clear. To be very clear.

The rule is that everybody who talks will be fired. So if I'm now telling you what is happening, there this would probably the issue.

No, but it's too early. They are really disciplined, which is a good sign, because this gives a good flavor for the future government, because being disciplined in this negotiation is just an achievement.

I think if you look on their programs, if you talk to the people they probably don't tell you exactly where is the points that they discuss. But I think what we -- and this is -- I think we have three main topics which are relevant for Vonovia and the fourth topic, which is not relevant for the Vonovia but for private landlords.

I think, first to the private landlords, there is a rule that, if you need the apartment yourself, you can get the tenant out. And this is misused.

So I expect something that they will walk in to get rid of this misusage, which is not an issue for us, because we are not concerned. The other three points is, I think, what the whole niche figure [ph] system is probably coming on a long-term to an end.

Because if you are using the niche figure and then putting additional caps and mid-price prems on all these things on top of it, you're actually killing the system and making it very complex. So I think that, at least, the politicians have understood that a model like in Sweden where more or less the basic rent increase is more or less linked to inflation is becoming more popular.

At least if you see the remarks from different politicians being part of the new government, I think they all have a sympathy for linking the normal bread and butter rental growth to inflation. I don't know where they end up in the negotiation, but this is something which is probably important.

The second element is the new construction. I think it was covered by previous questions.

They all knew that they had to push new construction. It will be a difficult topic.

I expect that there will be easing us on the regulation tools. So what you have to respect, the process has to become faster.

But as I said, this has probably not immediate impact because the shortage in labor. And the third element is the home modernization piece.

There's enormous pressure on the modernization speed. So I think it is accepted by everybody is that they need to be into redo the whole subsidy system to find also ways where we probably can put energy, the net cold rent and electricity together.

So this gives of course a great opportunity for bigger landlords. Then the question is of course, how can, smaller landlord handle this.

So these type of -- I think we have to -- we will see something which will help to get modernization better than today. So these are the three topics.

I'm sorry. I don't know exactly what they are talking about, because they're really disciplined.

But if you talk to the people I think these are the topics they are discussing.

Thomas Rothaeusler

Do you think there's a chance for them to get the non-profit housing schemes back?

Rolf Buch

Yes, it might be a chance which is fine for us. Because it is -- one thing is clear, every company have to be treated the same way.

So I don't care if there is, non-profit housing companies but this will be just the question, we will pay for this, because they need finance.

Thomas Rothaeusler

Okay. Another question is actually on CapEx returns and rent growth prospects.

I mean considering increasing investments on carbon reduction in the coming -- let's say, in the coming years. I mean, what is your general expectation on future returns or yields you will make on these investments?

Rolf Buch

It's very simple. To make it happen, we need 8%.

And if we don't get the 8%, then it will not happen. And this is for Vonovia, probably a private landlord it probably 10%.

Thomas Rothaeusler

Okay. And what relevance do you think will have subsidies to get to date because...

Rolf Buch

Yes. So the whole question is you actually have to -- actually you are saying you cannot force people to invest.

So either you get the investment you need, and you get it either by subsidies or by higher rents, it's very simple. The point I think is where we are trying to put some more help in this.

If we include electricity and heating, we can make it more adjustable for the tenants. So to be very brutal, we are taking margins away from electricity companies to finance the modernization.

Thomas Rothaeusler

Okay. Then, just the last one on the Deutsche Wohnen transaction and post de-leverage.

I mean, Helene, I think you mentioned that you also look at net debt-to-EBITDA. What is the maximum you able to get to here?

Helene von Roeder

Look, we obviously have made certain commitments to the rating agencies. At this point in time, I continue not to have a firm number.

And hence, please bear with me, if I don't want to announce it. But I do have sort of ranges in mind where we were to get into at this point in time we should be -- with the plans we have we should be okay, but I'm watching the number.

Thomas Rothaeusler

Okay. Thank you.

Operator

The next question is from Peter [Indiscernible]. Please go ahead.

Your line is now open.

Unidentified Analyst

Hi. Thanks for taking my question.

First question is regarding Adler Option, would you also feel comfortable to acquire 100% of Adler?

Rolf Buch

It's still early. To be really clear and I think this is -- I'm not looking on Adler was an option which was actually free charge option.

So it would have been a mistake not to do it. We are focusing on all those things.

We have 18 months. So ask me in the next summer 2022.

And then, we will probably discuss it. At the moment, it's a non-topic.

We only put it in the slide, because there were so many questions which was I think most probably related to the fact that there was a lot of press rumor. There was a lot of bidding.

There was a lot of short sellers and all of these people they were all getting nervous as there was a lot of rumor. Adler is for me a non-issue.

Unidentified Analyst

Okay, very clear. Thanks.

And regarding the rights issue actually you also consider to do additional disposals instead of a rights issue of circa €8 billion?

Rolf Buch

It's always an option. And you can see the mechanics that actually we will come up with an answer for this, but we have a clear view which is -- that is an option, but it's probably not the most preferable options in the view of our shareholders.

We are optimizing here total shareholder return, which is value growth and FFO growth.

Unidentified Analyst

Very clear. Thanks.

Operator

The next question is from Pranava Boyidapu from Barclays. Your line is now open.

Please go ahead.

Pranava Boyidapu

Thank you for taking my question. I want to ask you a bit more on the LTV.

You've included the Berlin disposals. I was wondering if there were any other disposals related to Deutsche Wohnen that you had in mind?

And the second question, sorry to keep going back is on the Aggregate Holding loan. I didn't quite understand the increase and decrease of the option itself.

But am I correct in understanding that, you've been in discussions with Aggregate Holding around putting Adler to do a capital raise at some point?

Rolf Buch

Yeah. So actually, it's in addition to the option of 13%.

There is a best effort clause of Aggregate to make a capital increase for Adler for us up to 10%. So this would then actually give us an option of 23% of Adler.

To be also very clear we would never buy only a few Adler shares. So if we would next year decide to use this option -- it was would be a clear way to get control on the whole Adler be also very clear.

But this is not the discussion of today. We will discuss this in the next year after Deutsche Wohnen is indicated.

Helene von Roeder

And then to answer on the disposal question, I mean if you go back to our initial announcement presentation, you will see that we have announced a number of potential disposals that we could be doing and could consider. I think it's fair to say that this is moving pieces and moving parts.

As Rolf said, is leverage optimizing to total shareholder value in line with our thinking about LTV and rating agency requirements. So bear with us a bit.

We're sort of like puzzling still.

Pranava Boyidapu

Thank you.

Operator

We have a follow-up question from Rob Jones, Exane. Please go ahead.

Your line is now open.

Rob Jones

Thanks. So apologies I know I should know answer this already.

If you wanted to buy more Deutsche Wohnen stock on the market, are you allowed to do that or not?

Rolf Buch

Theoretically, we are allowed to but we are not well advised, because if we are coming above 90% we have a serious issue.

Rob Jones

Okay. But you could buy up to 90%.

If someone offers you stock at below €53 then you can buy up to 90%?

Rolf Buch

To be very clear the story is over. We have got the share what we have.

We don't need any share more. So...

Helene von Roeder

And it's the cheapest equity capital we can have.

Rob Jones

Yes. But just to be clear if...

Rolf Buch

We are thankful to all other minority shareholders; to be at that blocker.

Rob Jones

Okay, fine. But there obviously, was still a couple of more percentage points of Deutsche Wohnen that you could acquire and still remain below 90%.

So if someone calls you up and says, I've got two percentage in Deutsche Wohnen, do you want to buy it at €46 rather than €53. You're not saying no, right, you would consider it?

Helene von Roeder

Most likely we would say no. But again, it's all about optimizing shareholder value for Vonovia shareholders and hence -- that's the lens we will assess such a transaction through.

Rob Jones

Fine. Okay.

Rolf Buch

And also to repeat, we know an area of our assets that we have minority shareholders, because of the real estate tax law in Germany, so we know how to handle minority shareholders. We all handle them fair and adequate of length as this will be the same as Deutsche Wohnen.

Rob Jones

Yeah, of course. Very clear.

Thank you very much.

Operator

There are no further questions at this time. [Operator Instructions] We haven't received any further questions.

I hand back to the speakers.

Rene Hoffmann

All right. Thank you, Angela, and thanks everyone for joining.

If there are more questions after this call or down the road, please do let me or the team know, also any comments you may have. We're certainly looking forward to staying in touch.

That's it from us for today. Stay happy and healthy everyone, and have a great day.