JSE Listing & Fundraising

Transcription

1 JSE Listing & Fundraising R6.4 Billion German Property Portfolio Sirius Real Estate Limited

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3 3 Sirius Real Estate Ltd. Sirius Real Estate Ltd JSE Listing and Fundraising Fundraising and restructuring presentation

4 Sirius Real Estate (SRE) Overview & History Owns and operates mixed-use, multi-tenant, branded business parks throughout Germany Listed on the AIM market of the London Stock Exchange ( AIM ) in May 2007 by the original founders who acquired 38 business parks in 2007 and 2008 Developed a leading operating platform which focuses mainly on lettings and recovery of service charge costs Management platform internalised in January 2012 Capital restructure between where 9 business parks and a number of land packages were sold and entire debt was refinanced with LTVs reducing from 65% to 48% Early 2014 organic programme commenced consisting of 9m (R126m)* of investment over 2 years which should be highly accretive to earnings and NAV Company now financially sound with excellent platform to grow and a current opportunity to acquire a portfolio of 5 additional assets * The conversion rate assumed for the purposes of this presentation is 1.00 : R

5 Sirius Real Estate Today* Primary listing on London AIM Ticker SRE:LN Market Capitalisation - 178m (R2.5bn) Property Portfolio - 459m (R6.4bn) Debt Outstanding - 227m (R3.2bn) Adjusted** Net Asset Value - 247m (R3.5bn) per share DPS declared of 0.77 c. per share for the 6 months to September Dividend policy to pay 65% of FFO annually with scrip dividend option 5 * As at 13 November 2014 ** As at 30 September 2014 excludes provision for deferred tax and derivative financial instruments

6 Sirius Real Estate Top Shareholders Sirius currently trades on AIM and has a list of shareholders that include the following as at 30 October 2014: Shareholder # of shares % of issued share capital Karoo Investment Fund 128,611, % Premier Fund Managers, Ltd 41,893, % Taube Hodson Stonex Partners 31,978, % F&C Asset Management 25,779, % RCM (UK) Ltd 22,158, % Principle Capital Investments 20,328, % Silex Administration 19,092, % Majedie Asset Management 17,802, % Credo Capital 15,461, % AXA Framlington 15,000, % TOTAL (for the top 10 shareholders) 338,106, % MAS Plc (an associate of Attacq) is a major shareholder of Karoo Investment Fund 6

7 SRE Business Model Acquires high-yielding mixed-use business parks in Germany Significantly adds value to assets using internal operating platform that does the following: Secures anchor tenants on improved leases and longer terms Lets up voids through a combination of: larger conventional leases at market rates breaking up spaces into smaller units and letting conventionally at % above the rates achieved on original use breaking up spaces into Sirius Smartspace products and letting on an all-inclusive basis at % above the rates achieved on original use investing in unlettable / under-rented space and achieving price rates 3x that achieved by pre-conversion usage Significantly improves service charge recovery through many initiatives Develops or sells non-income producing surplus land Optimises the tenant base as follows: 60% of income from strong covenanted blue-chip enterprises with long-term leases 30% of income from German SMEs with long to mid term leases 10% of income from flexible high-yield Smartspace product range When value fully extracted disposes of assets and recycles equity into new assets 7

8 Board of Directors Robert Sinclair Non-executive Chairman Robert Sinclair is managing director of the Guernseybased Artemis Group and a director of a number of investment fund management companies and investment funds associated with clients of that group. He is chairman of Schroder Oriental Income Fund Limited and is a director of Picton Property Income Limited. Robert is a Fellow of the Institute of Chartered Accountants in England and Wales. Andrew Coombs Chief Executive Officer Andrew Coombs joined the Sirius Facilities Group in January Prior to joining Sirius Andrew worked for the Regus Group, as UK Sales Director and before that as Director and General Manager for MWB Business Exchange Plc. Regus has subsequently acquired MWB and is the largest provider of flexible office space in the world. Prior to working in the property sector Andrew held a number of general management roles. Andrew s responsibilities to Sirius Real Estate include formulating, agreeing and executing the strategy for delivering shareholder value. Alistair Marks Chief Financial Officer Alistair Marks joined Sirius in 2007 from MWB Business Exchange Plc, at the time of the IPO on AIM and has remained with the Group following the management internalisation in January Prior to MWB Business Exchange Alistair held financial roles with BBA Group Plc. Alistair is responsible for the Company's banking relationships and lead the recent successful debt restructuring and refinancing which saw all borrowings fully refinanced. He has also overseen the substantial improvement in the Group's service charge recovery as well as material reductions in overhead costs across the business over the last years. Alistair is responsible for the financial management and control across the Group. Wessel Hamman Non-executive Director Wessel Hamman is a partner and chief executive of Clearance Capital LLP, a specialist European real estate securities investor and advisor to the Karoo Investment Fund S.C.A. SICAV-SIF. Wessel is a chartered accountant by training and spent eleven years in the investment banking industry before co-founding Clearance Capital in James Peggie Non-executive Director James is a Director and co-founder of the Principle Capital Group. He is a qualified solicitor and before working at the Active Value Group, James worked in the corporate finance division of an international law firm. James graduated from Oxford University in 1992 and in 1994 from The College of Law. James has a wealth of experience as a Director of various publicly listed companies including Liberty plc from 2006 to Rolf Elgeti Non-executive Director Rolf Elgeti was formerly the chief executive of TAG Immobilien AG, a German listed real estate group with ca 3 billion of assets under management. He previously worked in various banking roles at UBS, Commerzbank Securities and ABN Amro. Rolf graduated with an MBA from the University of Mannheim, Germany, and received an MBA from ESSEC, Paris, in

9 Summary of Current Portfolio as at 30 September 2014 Key portfolio statistics Business Parks 30* Property Value 459.0m Net Lettable Area sqm 1.0m Annual Rent 42.2m Average Rate m² 4.53 Occupancy 76% Occupancy of core portfolio^ 80 % Asset location spread across Germany Usage split by revenue 15% 30% 55% Office Industry/Industrial/Storage Other 9 ^ Excludes Bremen HAG and Magdeburg * Includes Cottbus which is notarised for sale for 300k but is not shown on the map

10 Current Rental Income Analysis September 2014 The current split of SRE s rental income between the top 50 tenants and the flexible high-yielding tenants can be seen as follows: No. of Tenants Occupied Sq Mt Annual Rent % Total Annual Rent Rate Per Sq Mt Top 50 Tenants ,245 25,595,217 61% 4.47 SmartSpace Tenants ,615 2,498,157 6% 6.01 Other Tenants 1, ,230 14,060,747 33% 4.43 Total 2, ,091 42,154, % 4.53 The current split of income between usage can be seen as follows: Total Available Sq Mt Occupied Sq Mt Occupancy % Annual Rent % Total Annual Rent Rate Per Sq Mt Office 221, , % 11,311,145 27% 5.56 Storage/Production 635, , % 22,241,204 53% 3.73 SmartSpace 69,317 34, % 2,498,157 6% 6.01 Other 92,634 75, % 4,338,899 10% 4.78 Non Occupancy Related ,764,716 4% - Total 1,018, , % 42,154, %

11 Core Portfolio Rate Per Sqm September 2014 Core Portfolio Rate Per Sqm * Mar-11 Mar-12 Mar-13 Mar-14 Sep-14 * Mar-14 Smartspace all-inclusive rents adjusted to allocate service charge costs to service charge income rather than estimated. This is now like-for-like with the Sep-14 position 11

12 Core Portfolio^ Organic Growth Potential Capex Programme Vacant Space Analysis Sept 2014 Vacant SqM Capex Planned 100% let Invested to Date ERV Realised to Date Lettable Conventional Space 43,390-1,822, Lettable Smartspace & Flexilager 35,098-2,316, Unlettable 24, Lettable Refurbished MCP Space ** 18,166 2,747,000 1,307,969 2,346, ,201 Space Requiring Light Investment 31, ,500 1,332, Space Requiring Heavy Investment (MCP)* 38,044 5,621,266 2,739, ,759 - TOTAL 190,954 9,190,766 9,518,032 2,900, ,201 * Major Capex Programme remaining includes refurbishing 8,681sqm of space currently significantly under-rented ** 11,275sqm of the 29,441sqm of space refurbished has been let by 15 October 2014, the 2.7m Capex planned relates to the full 29,441sqm refurbished Major Capex Progress Area Investment Sqm Budget Actual Budget (78% Occ) Achieved to Date Rental Increase Occupancy Budget Achieved to Date Rate Budget Achieved to Date Completed 29,441 2,747,000 2,346,590 1,494, ,201 77% 38% In Progress 6,500 1,378, ,637-72% To be Commenced This Financial Year 16,924 1,811, ,832-73% To be Commenced Next Financial Year 23,301 2,431,000-1,117,404-78% Total 76,166 8,368,266 2,346,590 3,645, ,201 76% ^ Excludes Bremen HAG and Magdeburg which are held for sale 12

13 Existing Banking Facilities Sirius Real Estate Ltd - Bank Loan summary CW valuation Current Loan LTV (based on CW valuation) Type Term of the loan Amortisation Interest p.a. Cash Sweep sheduled p.a. interest rate (p.a.) BerlinHyp /PBB ,6% %: 3,0% + Euribor (3Mth) 50%: fixed at 4,07% Macquarie I * ,9% % + Euribor Macquarie II * ,9% % + Euribor K-Bonds ,5% Senior ,0% Unencumbered Properties Junior ,0% ,0% Convertible Bond ,0% Total ,0% % *Current servicing of both Macquarie facilities (interest, amortisation and cash sweep) is around 7.2m. At the renewal (Jan 2017) the expected balance of 50m ( 7.4 further amort) should be capable of being refinanced on better terms. For illustrative purposes, if the expected balance of the Macquarie debt at renewal were to be financed at 4% interest and 2% amortisation this results in less than 3m to service the debt, around 4.2m lower than the current level 13

14 Acquisition Opportunity SRE s operating platform is set up to handle a significantly larger portfolio with very little additional incremental cost Sirius has an opportunity to acquire a 5 asset portfolio for 75.6m (R1.06bn) including acquisition & financing costs), for which agreements* have been reached, the due diligence has been successfully completed and which are subject to outstanding CPs and completion The target portfolio has a net initial yield of 8.1% and vacancy of around 18% The acquisition is expected to be initially between 14.5% and 16.5% accretive to the earnings and dividend per share (depending upon equity raise see next page) and only between 1.5% and 3% dilutive** to Adjusted NAV per share and has the potential for significant value-add over the next few years A term sheet relating to a new debt facility from BerlinHyp of 36.0m (R504m) for 5 years at an initial all-in interest rate of less than 3% with a cap has been secured to partly fund the acquisition Initial indications from the valuers Cushman & Wakefield are that the portfolio s market value is in the region of 81m (R1.13bn) * The majority of assets are awaiting completion and the remainder are subject to exclusivity agreements between Sirius and the relevant vendor ** The dilution is calculated after factoring in the uplift from the Cushman & Wakefield valuation over the acquisition costs 14

15 JSE Inward Listing SRE is seeking an inward/secondary listing on the ALTx board of the JSE Expected date of listing is 5 December 2014 or shortly after subject to final regulatory approval The fundraising that will coincide with the JSE listing will be by means of a placing of new shares at a fixed price of between 35 Cents and 38 Cents per share depending on demand Sirius will seek to raise between 25m (R350m) and 40m (R560m) The main reasons for listing include: To increase the liquidity and tradability of SRE s shares To give SA investors an opportunity to participate in SRE s growth To provide SA shareholders with an additional platform to invest and trade SRE shares To further diversify the Company s shareholder base SARB approval granted for the inward listing in November

16 Use of Proceeds Acquisition: Purchase Price 70,615,000 Acquisition Costs 4,308,428 Financing Costs (inc legals) 640,000 Listing & Capital Raising Costs 900,000 Less Bank Financing (36,000,000) Equity Required 40,463,428 Equity portion of the acquisition to be funded fully by the equity raise 16

17 Acquisition Portfolio Contribution & Yields Site Total Acquisition Costs * Bank Debt Rental Income Net Operating Income Initial Purchase Yield Bank Interest Cash Flow Before Amortisation & Capex Cash on Cash Yield Berlin I & Berlin II 48,911,944-23,502,089 4,132,113 3,766, % - 693,312 3,073, % Nordrhein- Westfalen I 3,066,230-1,452, , , % - 42, , % Berlin III 4,252,598-2,039, , , % - 60, , % Nordrhein- Westfalen II 18,692,656-9,005,735 1,752,882 1,545, % - 265,669 1,279, % Total 74,923,428-36,000,000 6,777,056 6,078, % - 1,062,000 5,016, % * Purchase price plus acquisition costs excludes financing costs 17

18 Acquisition Portfolio Size and Usage Site Total Plot Area (SqM) Total Lettable Area (SqM) Office / Other (SqM) Warehouse (SqM) Production (SqM) Service / Retail /Other (SqM) Berlin I & Berlin II 88,704 67,774 32,603 26,590-8,581 Nordrhein-Westfalen I 11,314 9,810 5, ,888 Berlin III 20,700 7,133 2,137-4,996 - Nordrhein-Westfalen II 32,819 26,759 18,319-7, TOTAL 153, ,476 58,086 27,485 12,881 13,024 18

19 Acquisition Portfolio Vacancy, Capex & Opportunity Type Total Occupancy Vacant Vacant Space ERV Vacant Space to Invest In Capex Required (sqm) % (sqm) (sqm) Office 58, % 16,221 1,300,000 10,551 1,793,381 Warehouse 27, % , Production 12, % , ,768 Service/Retail 13, % , ,681 TOTAL 111, % 19,066 1,424,000 12,443 1,922,830 19

20 Acquisition Portfolio Bank Financing Facility Acquisition Costs of Assets Financed* 75,563,428 Facility Amount Agreed ( 36,000,000) Margin 2.50% Forecast Fixed Interest Rate ** 2.95% Term 5 Years Amortisation 2.00% Hedging Fixed Credit approved term sheet (post bank valuations) received subject to completing documentation and CPs No recourse outside of the SPVs owning the assets * Includes financing costs ** Based on rate available at 13 November

21 Combined Portfolio Organic Growth Potential Valuations Post Equity Raise Current Valuations as at 30 Sep 14 Core Portfolio** Acquisition Portfolio Combined Portfolio Potential Impact of Capex Programme (75% occupied) Combined Portfolio inc Capex Number of Assets Total SqM 979, ,476 1,091,363-1,091,363 Rental & Other Income 41,718,806 6,777,056 48,495,862 3,979,428 52,475,290 Service Charge Irrecoverable * (4,232,441) (498,351) (4,730,792) 500,000 (4,230,792) Maintenance (1,042,456) (200,000) (1,242,456) - (1,242,456) Net Operating Income 36,443,909 6,078,705 42,522,614 4,479,428 47,002,042 Valuation/Investment Required 451,060,000 80,880,000¹ 531,940,000 9,190, ,130,766 Gross Yield 9.2% 8.4% 9.1% 9.7% NOI Yield 8.1% 7.5% 8.0% 8.1% 8.7% Capital Value Per SqM * SC Irrecoverables are at the SPV level and exclude the irrecoverables of DDS (operator of Smartspace) ** Excludes Bremen HAG, Cottbus and Magdeburg which are held for sale Revaluation Potential ² NOI Yield 7.0% 7.5% 8.0% 8.5% Revaluation 671,457, ,693, ,525, ,965,197 Valuation uplift above Capex 130,326,973 85,563,124 46,394,756 11,834,431 Impact per share (post equity raise) Based on indicative Cushman & Wakefield market valuations 2 Based on combined portfolio & expected 4.5m NOI impact from capex programme.

22 Proposed Placement of New Shares A placement at 35 Cents to 38 Cents represents a discount of approximately 26% - 20% to current Adjusted NAV of 47.3 Cents Sirius Adjusted NAV has risen since the start of 2014 and is expected to rise further through to March 2015 Consensus market forecast for dividend per share of 1.6c for the current full year period would yield between 4.6% and 4.2% based upon a 35 Cent and 38 Cent share price respectively. Adding the expected effect of the five asset acquisition opportunity to the consensus market forecast for the year ending 31 March 2016 of 1.8c per share would increase the dividend yield to 5.7% and 5.3% respectively Therefore a placement at a price between 35 Cents and 38 Cents offers a strong capital growth opportunity combined with a good income yield and the potential for further growth in the future 22

23 Expected timetable Action Date Opening of the Private Placement 09:00 on Monday, 24 November 2014 Closing of the Private Placement 17:00 on Wednesday, 26 November 2014 Results of the Private Placement released on SENS Friday, 28 November 2014 Publication of the pre-listing announcement Friday, 28 November 2014 Notification of allotments Monday, 1 December 2014 Anticipated listing date on the Alt x Friday, 5 December 2014 Accounts at CSDPs or brokers updated and debited in respect of the shares at the commencement of trade on Friday, 5 December 2014 Potential applicants will be advised of any changes to the above dates 23

24 Summary Stabilised and robust capital structure in place, the business is now well positioned to deliver high income and capital returns to shareholders Significant organic growth potential in existing estate from intensive investment programme Opportunites available to generate new income from highly accretive acquisition opportunities South Africans currently own around 40% of Sirius shares and the largest shareholder in Sirius is the Karoo Investment Fund whose major shareholder is MAS Plc (an associate of Attacq) 24