Invista Foundation Property Trust Limited

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1 Invista Foundation Property Trust Limited Interim Results Presentation Duncan Owen Nick Montgomery Clare Sutcliffe 27 November 2009

2 Agenda Executive summary UK property market Finance Property portfolio Summary Appendix 2

3 Key Actions Proposed repayment of 40m of debt at par generating 2.1m p.a. net increase in income New lettings to generate 2m per annum of additional income over next 12 months Fee Reduction - Manager s fee changed from a GAV linked fee to NAV - an immediate saving of 793,000 per annum (i.e. 22% reduction) and back dated to 1 July 2009 Reducing expenses across whole portfolio New investments planned in current portfolio to increase income New acquisitions under negotiation high yielding and less fashionable sectors Strategy should result in improved dividend cover 3

4 Investment and asset management fee New investment and asset management fee linked to NAV: Immediate annualised cost reduction of 22% or 793,000 p.a. Back-dated to 1 July 2009 New fee payable monthly in arrears and will be equal to one twelfth of: 2% of NAV up to 150m, plus 1.75% of NAV between 150m and 200m, plus 1.5% of NAV over 200m Subject to a floor of 229,000 per month ( 2.75m p.a.)* Combined new investment and asset management fee with current performance fee arrangement cannot exceed 5% of Company s NAV during any financial year * If floor is breached the fee will revert to current GAV arrangement until fee recovers and exceeds 229,000 per month Further alignment with Shareholders interests 4

5 Summary results to 30 September 2009 NAV of 42.9 pps (31/03/09: 43.8 pps) fall of 0.9 pps or 1.9% NAV total return of 2% including dividend Gross assets of 397.5m (31/03/2009: 394.4m) Net assets of 138.9m (31/03/2009: 141.7m) Loss of 1.4m including unrealised losses and realised gains EPS (basic and diluted) of 0.4 Marked to market swap value of m or 8.2 pps (31/03/2009: m or 9.5 pps), a movement of 4.4m or 1.4 pps over the period 5

6 Portfolio overview including post period end activity Property assets of 297.9m (31/03/09: 308.1m) Portfolio like for like increase in value of 6.8m or by 2.3% over quarter to 30 September 2009 compares with quarter to 30 June of m or 3.2%. Compares with IPD of 1.5% and -4.0% respectively Total annual rent 22.3m, a net initial yield of 7.6% Rent increases to 2m on expiry of contracted rent free periods over the next 12 months, a net estimated yield of 8.1% Further fixed uplifts totalling 0.725m by end 2012 Total annual rental value of 27.3m, a reversionary yield of 9.3% Recent disposals enhanced overall tenant profile All joint ventures continue to be held at nil 6

7 Underlying portfolio performance One year, three year, and since inception to 30 Sept 2009 IPD Sector IFPT Total Return (%) IPD Total Return (%) Relative (%) Period One Year Three Years Since Inception* One Year Three Years Since Inception* One Year Three Years Since Inception* All Retail All Offices All Industrials All Sectors IPD Sector IFPT Rental Value Growth (%) IPD Rental Value Growth (%) Relative (%) Period One Year Source: Investment Property Databank ( IPD ) * Fund inception July 2004 Three Years Since Inception* One Year Three Years Since Inception* One Year Three Years Since Inception* All Retail All Offices All Industrials All Sectors

8 Agenda Executive summary UK property market Finance Property portfolio Summary Appendix 8

9 UK commercial property market values Index of market capital value Trend Capital Value Index (Base 100 = June 2007) Historical series (values fell by 44% between Jun 2007 and Jul 2009) Projected series 50 Jun-07 Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Source: Invista REIM, IPD Unprecedented declines with values now in positive trajectory with volatility 9

10 IFPT market overview Consensus that market appears to have passed the point of inflection i.e. fallen by 44.2% between June 2007 and July 2009 but now IPD Monthly Index up 3.23% since July 2009 Market overheating in fashionable areas due to limited supply of prime stock and weight of money - divergence between price and valuation High income rental yield attracting investment but vacancy rate still rising Polarisation in market with less demand for secondary assets (outside London, building quality, covenant, lease term) Rents and yields falling leads to need for caution no brokers window Expected emergence of a normal property market in 2010 where out performance will be derived through good stock selection and pro-active asset management Consensus that market passed the point of inflection 10

11 UK commercial property market 30% 20% Yield Impact Rental Value Growth Total Return 21.4% 23.1% 10% Quarterly annualised % 0% -10% -20% -30% -6.3% -40% -50% Oct-2004 Oct-2005 Oct-2006 Oct-2007 Oct-2008 Oct-2009 Source: IPD Monthly Index Turnaround in investor sentiment in late

12 UK commercial property transactions Value m per month Source: Capital Economics, propertydata.com Transaction market picked up over 2009 but volumes still low 12

13 UK retail warehouses Yield impact Rental growth Total return 50% 41.1% 40% 30% 37.2% Quarterly annualised % 20% 10% 0% -10% -20% -30% -4.3% -40% -50% Oct-2004 Oct-2005 Oct-2006 Oct-2007 Oct-2008 Oct-2009 Source: IPD Monthly Index Limited availability of investment 13

14 City offices Yield impact Rental growth Total return 40% Quarterly annualised % 30% 20% 10% 0% -10% -20% -30% 17.8% 12.5% -11.5% -40% -50% Oct-2004 Oct-2005 Oct-2006 Oct-2007 Oct-2008 Oct-2009 Source: IPD Monthly Index Fastest correction to market rents 14

15 Oct-08 Apr-09 Oct-09 UK commercial property vacancy rates All Property Retail Office Industrial 20% 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% 15 Voids as % of income Apr-95 Oct-95 Apr-96 Oct-96 Apr-97 Oct-97 Apr-98 Oct-98 Apr-99 Oct-99 Apr-00 Oct-00 Apr-01 Oct-01 Apr-02 Oct-02 Apr-03 Oct-03 Apr-04 Oct-04 Apr-05 Oct-05 Apr-06 Oct-06 Apr-07 Oct-07 Apr-08 Source: IPD Monthly Index The dip in retail vacancy rates for May 2009 largely reflects the exit of a significant specialist retail fund from the IPD Index

16 UK occupational supply comparison Rental Change New Space Available Rising Market Nominal Real (office and retail) % 33% 150 million square feet % -2% 89 million square feet Rental Change Real GDP Falling Market Nominal Real Cumulative change % -30% -2.5% Q % -11% -5.9% Source: Invista, IPD, PMA, Thomson Datastream Current rental downturn far less driven by oversupply 16

17 Agenda Executive summary UK property market Finance Property portfolio Summary Appendix 17

18 Comprehensive income statement Six months to 30 Sept 2009 ( 000) Six months to 30 Sept 2008 ( 000) Year to 31 March 2009 ( 000) Net rental and related income 12,442 16,148 31,903 Profit/(loss) on disposal of investment property 398 (5,693) (29,202) Net valuation loss on investment property (3,755) (61,131) (130,528) Expenses (2,952) (4,322) (7,807) Net finance costs (7,182) (6,481) (13,584) Share of loss of Associates - (33,629) (34,720) Loss before tax (1,049) (95,108) (183,938) Taxation (334) (98) (124) Loss for the period/year (1,383) (95,206) (184,062) Movement on swaps 4,340 2,586 (23,886) Comprehensive profit/(loss) 2,957 (92,620) (207,948) Loss per share (pps) (0.4) (27.6) (55.0) 18

19 Consolidated balance sheet 30 September 2009 ( 000) 30 September 2008 ( 000) 31 March 2009 ( 000) Property assets 293, , ,579 Current assets 103, ,170 89,831 Total assets 397, , ,410 Loan facilities (221,712) (259,888) (210,203) Hedge reserve (26,490) (4,358) (30,830) Other payables (10,326) (15,183) (11,714) NAV 138, , ,663 NAV (pps)

20 On-balance sheet financing Review of recent activity Proposed debt buy-back announced in July 2009 and withdrawn in August 2009 because: Resistance to creating a precedent of borrower using existing cash within security pool to carry out tender offer Some bondholders not marking to market 11.2m Lloyds Banking Group Liquidity Facility drawn - neutral impact on NAV: Standard feature in securitised loan facilities as an on-demand loan to cover shortfalls Draw down triggered by downgrade of Lloyds credit rating Neutral NAV impact as loan off-set by increase in cash - repaid if Lloyds rating recovers Progress made in restructuring two of the Group s three joint ventures held at nil: Crendon (50%) Four year term extension with no LTV covenant. Current ICR 1.5% vs. covenant 1.15%. 11% recovery in underlying property values to generate positive NAV Merchant Property Unit Trust (19.5%) Term agreed to restructure loan facility with target completion by Q Positive NAV of 770,000 ignoring LTV breach 20

21 On-balance sheet financing (cont.) Current position prior to debt repayment (excluding Liquidity Facility) Amount ( ) Fixed rate Margin Total interest rate Expiry M2M 30/09/2009 ( ) M2M 31/03/2009 ( ) 102,500, % 0.20% 5.299% 15/07/2014 (9,969,780) (11,703,275) 111,000, % 0.20% 5.913% 15/07/2016 (15,549,667) (19,126,572) 213,500, % 5.622% (25,519,447) (30,829,847) Net LTV of 43.6% including total cash of 83.7m ICR of 1.8X vs. covenant of 1.5X Following 40 m debt repayment in January 2010 (excluding Liquidity Facility) Amount Fixed rate Margin Total interest rate Expiry M2M post repayment as at 31/10/2009 ( ) 62,500, % 0.20% 5.299% 15/07/2014 (5,781,627) 111,000, % 0.20% 5.913% 15/07/2016 (15,648,610) 173,500, % 5.692% (21,430,237) Net LTV of 44.8% including total cash of 40m (adopting September 2009 valuation) ICR of 2.3X vs. covenant of 1.5X (adopting September 2009 valuation) Swap break cost of 3.7m assuming marked to market valuation as at 31/10/09 Debt repayment should increase net income by approximately 2.1m p.a. 21

22 Agenda Executive summary UK property market Finance Property portfolio Summary Appendix 22

23 Asset management overview Four disposals totalling 10.3m at a premium of 7% to immediately preceding valuation Potential overage on National Magazine House 211 tenancies with average unexpired lease term (earlier of break or lease expiry) of 8.1 years (31/03/09: 8.8 years) Void rate of 9.2% (31/03/09: 4.6%) of rental value vs. IPD Benchmark of 11.4% (31/03/09: 10.4%) Void rate including all potential administration related voids 10.2% (30/09/09) 94% of rents collected within 28 days after September 2009 quarter day Controlling and reducing costs wherever possible 23

24 Lease expiry profile Breaks exercised No breaks exercised PERCENTAGE OF RENT Next five years: No breaks exercised 38.4% All breaks exercised 42.8% Only 8.9% potentially expiring in year to September 2010, assuming breaks exercised 0 Up to 5 5 to to to 20 > 15 Years Well spread lease expiry profile 24

25 Weightings 30 September 2009 Sector Region Retail Office Other Retail Warehouse Industrial Central London Rest of South North & Scotland South East Excl. CL Midlands & Wales 4% 18% 9% 14% 24% 8% 17% 13% 47% 46% Source: Invista REIM Ltd as at 30 September 2009 Still well balanced across sectors and geography 25

26 Five Year rental profile 30 September 2009 adopting valuation assumptions 29m Reversionary rent (Knight Frank valuation) 29m 28m 28m Passing Rent 27m 26m 25m 24m 23m 22m BBC, Brentford Victory House, Brighton Balance of reversion Others York, Superdrug Acton, Booker Brighton, Mott MacDonald Wembley, Various Uxbridge, New Bucks University Havant, Jewsons London, Invesco 27m 26m 25m 24m 23m 22m 21m Passing rent (Sept 2009) 21m 20m Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 20m Source: Invista REIM, Knight Frank 30 September

2009 MM paying 940,000 p.a. with effect from December 2009 Remaining space has a valuation rental value of 669,500 p.a. Valuation assumes void / rent free of 30 months and refurbishment costs of 2.

27 Asset management Brighton, Victory House Good quality office development valued at 16.5m in September 2009 November 2008 contracted unconditional agreement for Mott Macdonald ( MM ) to take new 15 year lease on 46% of the building and 10 year lease on 15% of the building from June 2009 MM paying 940,000 p.a. with effect from December 2009 Remaining space has a valuation rental value of 669,500 p.a. Valuation assumes void / rent free of 30 months and refurbishment costs of 2.0m Good interest in vacant space 9.1 acre site valued at 2.0 million in September 2009 Former industrial property on the edge of the town centre that was demolished due to obsolescence and business rates Outline planning consent for 99,000 sq ft of retail warehouse and 25,000 sq ft of industrial secured in 2007 Reserved matters to be cleared by May 2010 and revise detailed planning application to be made Q Discussing possible pre-let agreements with prospective tenants for Phase I totalling c. 30,000 sq ft retail Valuation has nil rental value Hinckley, Coventry Road 27

building, increasing their rent from 160,000 to 320,000 on a new five year lease This combined with other lettings has increased the total net rent from 360,000 to 815,000 p.a. post rent free periods Negotiating final, vacant floor which has a rental value of 150,000 p.

28 Asset management cont d Secondary office building valued at 9.65m as at September 2009 Comprises 75,000 sq ft located adjacent to Wembley Stadium Network Housing Group ( NHG ), who had a break option in August 2009 have doubled the space occupied in the building, increasing their rent from 160,000 to 320,000 on a new five year lease This combined with other lettings has increased the total net rent from 360,000 to 815,000 p.a. post rent free periods Negotiating final, vacant floor which has a rental value of 150,000 p.a. Wembley, Olympic Office Centre Prime retail unit valued at 3.83m as at September 2009 Was let to Monsoon Holdings for 176,750 p.a. on a lease with eight and a half years unexpired Rent review dated March 2008 settled at 225,000 or 214 Zone A, a 14% uplift Simultaneously with the rent review a lease extension was negotiated Agreed terms for a six and a half year lease extension which should result in a 15 year lease without break, in exchange for a three months rent free period Kingston, Church Street 28

29 Agenda Executive summary UK property market Finance Property portfolio Summary Appendix 29

30 Indicative income statement post key actions IFRS income 24,726,417 Other income (estimate) 1,000,000 Expenses (estimate) (4,000,000) Debt interest (9,875,055) Debt expenses (1,015,310) Invista fees (2,778,097) Net cash income 6,219,725 Net income 8,057,955 Dividend 11,390,516 Dividend per share (pps) 3.52 Dividend cover 70.74% Assumptions IFRS income as at 30 September 2009, adjusted for contracted income Invista estimate of expenses excluding extraordinary items Repayment of 40m of debt and 3.7m swap break cost New management fee arrangement in place Excludes Lettings under negotiation New acquisitions Further disposals Loss of income due to future voids Deployment of further 40m is key to future dividend cover and growth 30

31 Summary Market has reached an inflection point but risk of volatility Reduced debt costs and management fee to increase net income and dividend cover New acquisitions now considered - buy on fundamentals New lettings imminent Further disposals possible if price upswing continues in fashionable sectors Focussed team able to extract value from assets and market movements 31

32 Agenda Executive summary UK property market Finance Property portfolio Summary Appendix 32

33 Top ten properties September 2009 Value % Minerva House, Montague Close, London SE1 22,650, % Portman Square House, 43/45 Portman Square, London W1 19,980, % Victory House, Trafalgar Place, Brighton 16,500, % The Galaxy, Luton 12,500, % 106 Oxford Road, Uxbridge 12,450, % Reynard Business Park, Brentford 11,650, % Retail Park, Churchill Way West, Salisbury, Wiltshire 11,400, % Olympic Office Centre, Fulton Road, Wembley 9,650, % The Gate Centre, Syon Gate Way, Brentford 9,300, % Churchill Way, Basingstoke 9,000, % Total 135,080, % 33

34 Top ten tenants Annual rent % Lease expiry/break Cushman & Wakefield Finance Limited 1,183, Wickes Building Supplies Limited 1 1,092, Synovate Limited 2 950, Mott MacDonald Ltd (Guarantee from Parent) 3 940, The British Broadcasting Corporation 4 918, The Buckinghamshire New University 5 900, Recticel SA 713, Winckworth Sherwood LLP 6 663, Irwin Mitchell LLP 555, Booker Limited 7 550, Total 8,465, ,000 expires 24 March 2020 and 692,250 expires 28 October Aegis Group plc are guarantor. Figures based on 50% ownership of Minerva House 3. Currently paying 235,000 per annum following recent lease restructuring. Increases to 940,000 per annum on 25 December Mott MacDonald Group Limited are guarantor ,500 expires 24 March 2010 and 744,250 expiries 4 October The Buckinghamshire New University began paying 50% of their rent equating to 450,000 per annum from March 2009 and will increase to 900,000 per annum in June On assignment from Reed Smith Ramboud Charot LLP. Figures based on 50% ownership of Minerva House 7. Currently paying 275,000 per annum following recent lease restructuring. Increases to 550,000 on 24 June

35 UK commercial property in nominal terms Yield impact Rental value growth Total return Long-term total return Long-term income return 40% 30% 20% 8.4% 10% 7.2% 0% -10% -20% -30% -40% -50% Source: IPD Monthly Index (Full history) 7.2% p.a. of long-run total return of 8.4% p.a. received as rental income 35 Quarterly annualised % Mar-87 Mar-88 Mar-89 Mar-90 Mar-91 Mar-92 Mar-93 Mar-94 Mar-95 Mar-96 Mar-97 Mar-98 Mar-99 Mar-00 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06 Mar-07 Mar-08 Mar-09

36 UK commercial property yields Equivalent yield Initial yield 5-yr swap rate Govt bond (15-yr) yield Yield, swap rate 14% 13% 12% 11% 10% 9% 8% 7% 6% 5% 4% 3% 2% 1% 0% Projected period 420 bp margin at Oct 09 Dec-87 Dec-88 Dec-89 Dec-90 Dec-91 Dec-92 Dec-93 Dec-94 Dec-95 Dec-96 Dec-97 Dec-98 Dec-99 Dec-00 Dec-01 Dec-02 Dec-03 Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 Dec-09 Source: Invista, IPD Monthly Index, Thomson Datastream Note: No attempt has been made to forecast Government bond yields or 5-year swap rates over 2009 High margin between initial yield and 5 year swaps, but less compelling if margin included 36

37 UK commercial property market yields Swap rate, yield 10% 9% 8% 7% 6% 5% 4% 3% Dec % 6.54% Dec % 5.87% Equivalent yield Initial yield 5-yr swap rate Dec % 5.16% Dec % Projections Projections Projections 4.57% Dec % 5.21% Dec % 7.03% Projected period Dec % 7.35% 2% 1% 0% Dec-03 Mar-04 Jun-04 Sep-04 Dec-04 Mar-05 Jun-05 Sep-05 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Source: Invista, IPD, Thomson Datastream No attempt has been made to forecast 5-year swap rates over the 2009 months to come Falling rents and rising vacancies to limit yield expansion 37

38 UK real rental values 160 Economic contraction All Property City Offices Standard Retail Industrial Retail Warehouse Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Source: IPD Monthly Index, Thomson Datastream Some sectors seeing record low real rental values 38 Index of Real Rental Values

39 UK Retail Warehouses vacancy rates 8% 7% 6% Retail Warehouses (IPD Annual index) Retail Warehouses (IPD Quarterly Index) 6.1% Vacancy rate 5% 4% 3% 2% 1% 0% Q Q Q Source: IPD (The Quarterly Index is a subset, covering 82% of the Retail Warehouses in the Annual index, Vacancy rates at record highs in Q

40 City of London offices an opportunity? Rolling 3 yr City Office completions LHS City Rental Value Growth Historical RHS Oversupply threshold? Forecast RHS Million sq ft Source : IPD, PMA % -20% -30% -40% Supply of new space expected to contract sharply from % 10% 0% Annual rental value growth 40

41 Important notice We would also like to point out that: Invista Real Estate Investment Management Limited ("Invista") confirms that reasonable skill and care has been used in the preparation of this presentation and any forecasts expressed within it. Notwithstanding this warranty, Invista shall not be liable for any loss of profit, business, revenues or any special indirect or consequential damage of any nature whatsoever or loss of anticipated saving or for any increased costs sustained by the attendee or his servants or agents in any way, whether arising in any way directly or indirectly as a result of reliance on this model or of any error or defect in this presentation. This presentation and associated information is the property of Invista which reserves all intellectual property rights in it. This document is not intended for, nor is it directed at any person resident in a jurisdiction in which the sale of the Fund s interests would be restricted by law or regulation. Nothing in this document is intended to constitute an offer of the Fund s interests. It is the responsibility of the recipients of this document to ensure that it is possible for them to acquire interests in the Fund without local laws or regulations being infringed. This document is exempt from the general restriction (contained in section 21 of the Financial Services and Markets Act 2000) on the communication of invitations or inducements to engage in investment activity on the grounds that, to the extent that it is communicated in the UK, the communication is made by Invista Real Estate Investment Management Limited to persons falling within one of the categories set out below: (a) a person having professional experience in matters relating to investments, within the meaning of article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, including a person whose ordinary activities involve him in investing in shares for the purposes of a business carried on by him; or (b) a high net worth body within the meaning of article 22 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, including a corporation, unincorporated association or partnership with net assets of at least 5 million and the trustee of a trust comprising cash and investment assets of at least 10 million. Communication of this document to any person in the United Kingdom, other than a person falling within one of the categories described above, is unauthorised and may constitute a criminal offence. All features in this pack are current at the time of publication but may be subject to change in the future. Unless otherwise stated, the source of information is Invista's. Any forecast, opinion, projection or target where provided is indicative only, is not guaranteed in any way and may change in the future. No modifications or amendments to this presentation may be made without the prior permission of Invista and this document or copies of it may not be distributed to recipients. Depending on the investor s currency of reference, currency fluctuations may adversely affect the value of investments and the income there from. Past performance is not a guide to future performance and the past performance of property funds is not always represented by the performance of the property market as a whole. The value of an investment as well any related income may go down as well as up, particularly in the short term. The value of an investment and any related income may fluctuate and cannot be guaranteed. Property funds will not contribute diversification where investors already have a substantial proportion of their investments in property. The value of property is a matter of a valuer s opinion rather than one of fact. Movements in the value of property funds will be amplified by any gearing within the fund and its underlying investments. There is no guarantee that the price of the fund will fully reflect its underlying net asset value. Invista Real Estate Investment Management Limited, authorised and regulated by the Financial Services Authority. Registered in England and Wales. Registered Number Registered office Exchequer Court, 33 St.Mary Axe, London, EC3A 8AA, United Kingdom. 41

Invista Foundation Property Trust Limited

Invista Foundation Property Trust Limited Interim Results Presentation Duncan Owen Nick Montgomery November 2010 Invista corporate overview Interim results executive summary Market overview Financials