INVESTOR AND ANALYST FEEDBACK

Transcription

1 INVESTOR AND ANALYST FEEDBACK

2 Presentation overview 1 Investor and Analyst feedback 2 Motivation for this transaction 2

3 1 INVESTOR AND ANALYST FEEDBACK BT NGEBS CITY - MTHATHA 3

4 Key themes for discussion 1 Rebosis paper oversupply Independence of the process Market concerns Malls (Baywest and Forest Hill) ManCo and PropCo savings and income contribution Hedging cost and Risk of 9.5% assumed floating rate DPW policy and impact Annualised trading densities for subsequent months Billion debt assumption Valuations and trading densities 4

5 1. Rebosis paper oversupply Rebosis is in a position to sell R1.5bn of commercial assets with due consideration to quality and value. This transaction will further support the strategic intent of being a retail biased fund If executed, the transaction consummation will be planned to coincide with the Billion acquisition timeline These disposals will assist reducing Rebosis LTV position post the Billion acquisition (with assumed growth dilution reducing to 6.6%) Management continues to negotiate with vendors in terms of the cash versus equity settlement to improve the overall economics for the shareholder. (Possible c.r340m reduction) Success in achieving the above will enable Rebosis to avoid a capital raise other than the initial claw back offer (underwritten by Billion at 1130cps which translates to a R165m price discount) with revised LTVs to less than 40% 5

6 2. Independence of the process Published agreed valuations are based on independent valuations performed on all three assets (LDM) Rebosis has already appointed it s existing valuers who are in the process of performing further independent valuations as required by the JSE for inclusion into the circular (Mills Fitchett) Rebosis has appointed independent experts (Mazars) to provide a fairness opinion on the value for the service businesses (Billion Asset Managers and Billion Property Services) Rebosis has appointed reporting accountants (Grant Thornton) to provide an opinion on the historical and forecasted financial information to be included in the circular submitted to the JSE Java as Rebosis corporate sponsors have reviewed the financial information for submission to independent parties Rebosis board comprising of independent members reviewed the merits 6

7 3. Market concerns Malls (Baywest) The survey below indicates the drive time to the three shopping centres in Port Elizabeth from Bluewater Bay and Summerstand. The drive time to Baywest is very similar when compared to the other competitive centers in Port Elizabeth 7

8 3. Market concerns Malls (Baywest) continued 3 Independent market research companies confirmed huge retail undersupply In 2013, primary catchment area of 263,333m 2 and Secondary catchment of 779,919m 2 excluding existing retail (Fernridge) Urban Studies conducted a study in February / March 2016 Socio-economic profile: Household income of R33k pm, LSM % weekly support from primary trade area (84% monthly support) 24% monthly support from secondary trade area 22% monthly support from tertiary trade area % Regional retail space vs income level (AA+) % Regional retail space vs number of households Johannesburg Tshwane Durban Ekurhuleni PE Bloemfontein 5,0% 3,3% 3,1% 4,0% 2,3% 5,6% 100% 83% 45% 61% 39% 90% Urban Econ

9 3. Market concerns Malls (Baywest) continued Port Elizabeth growth is westwards which allows Baywest to capture all new urban growth. It enjoys the best visibility, access and ease of travel across PE Future growth will result in increased retail demand within the primary catchment area of Baywest Multiple private residential developments (c. 21,000 units) within the primary catchment area of Baywest Mall Multiple high density residential apartments (c. 8,970 units), townhouses, office blocks to be developed in the immediate vicinity of Baywest mall 9 Fenridge market research

10 3. Market concerns Malls (Forest Hill) continued BACKGROUND Mall of Africa opened 28/04/2016 Easter moved out of April into March in 2016 March & April 2016 and 2015 need to be combined to make sense of the impact on turnover and foot count stats FOOT COUNT Easter weekend from Friday to Monday 2016 was 9.4% up on 2015 First 4 days of Mall of Africa trading foot count was down 13% Last weekend of April was up 5.5 % on the previous weekend Total April % June to date (12/06): +8.3% CAR COUNT April 2016 v April 2015: + 32% May 2016 v May 2015: + 22% Little or no impact from Mall of Africa on any of the key ratios 10

11 4. BAM and BPS savings and income contribution Businesses Value Valuation method Investment yield Billion Asset Management (BAM) R360m 7.0 x 0.3% 11.4% Billion Property Services (BPS) R229m 5-year NPV 12.1% Total value R589m NOI of BAM is R31.6m; NOI of BPS is R18.9m BAM includes revenue to be earned from the Billion portfolio on the 3 assets (post acquisition) Important to note that the EV shifted materially in FY2015 and continues to grow which results in a higher base. This excludes the now inclusion of the Billion assets Enterprise Value c. R7.2bn c. R9.3bn c. R10.4bn Sept 2014 Aug 2015 March 2015 BPS property management revenue is based on 2.5% of all collectable income. Revenue is generated from the Rebosis, Ascension and Billion portfolios Management of BPS and BAM are integrated with potential upside in synergies downstream due to a single entity reporting 11

12 5. Hedging cost & Risk of 9.5% assumed floating rate Recent Rebosis debt taken out as well as restructured has been financed at an average cost of 9.1% Benefit of existing hedges on debt of assets to be sold will be utilised Taking the above into account, we are comfortable on all in costs of fixed and floating debt of 9.5% Hedging policy will remain consistent with that currently in place of cover of 75% on total debt Costs for hedging is expected to remain consistent (if not decrease) based on recent pricing indicated 12

13 6. DPW policy and impact Significant progress has been made in refining a new transformation policy at the Department of Public Works. This includes listed REITs transformation recognition Agreement has been reached that a new policy (which is close to completion) will support Rebosis in internalising the management company without any implication to incumbent leases within the portfolio DPW are fully supportive in this regard REBOSIS DPW 13

14 7. Annual trading densities Billion Group Trading Densities for the three malls as at April 2016 R/m² 27,500 Mar % 26.3% Apr 16 25,000 22,500 25, , months trading * 23, months trading * 20,000 Forest Hill City Baywest City BT Ngebs City First year trading density feasibility R Source: Fenridge 14 * Annualised

15 8. Billion debt assumption The transaction value of R6.0bn is to be settled through: Equity R1.74bn Equity will be settled to the following vendors: Nedbank Abacus Billion Staff Share Incentive Billion Group R845m is Billion equity including deferred tax and it s initial projects equity. This includes R165m discount on clawback pricing (net R680m) Deferred equity of R700m will be shared amongst these vendors over a 2 year period AND Cash R4.27bn Management are seeking optimal ways for cash settlement and are considering the following: Cash raised through disposal of non-core assets Debt funding from other banks that expressed huge interest Additional secured DMTN program Equity raise (if share price value supports original assumptions) Management are in negotiation to reduce the cash component to R3.9bn through replacement of equity settlement for the difference with vendors which will be underwritten by Billion and pegged at R11.30 per share minimum price 15

16 9. Valuations and trading densities Key considerations Comparison has been performed regardless of locality national tenancy profile and trading performance are key comparables to value Trading densities are based on monthly turnover reports provided by tenants over their trading area that get audited annually (Nationals) New center growth is much higher than existing old centers a key ingredient to driving down rent to sales and providing higher upside downstream Two independent valuations are being used to confirm true market value from different valuation angles Rebosis valuation reports will be included into the circular 16

17 9. Valuations and trading densities (Baywest) Income yield is the best comparison method, we analyse below based on both yield and valuation per m 2 in line with analysts methodology GLA m² 12 month forward NPI Sep 2016 Annualised Trading Density per m² Baywest Mall R R R ,6% 7,8% R R Clearwater Mall* R R ** R * As per published Hyprop Dec 2015 HY results ** As per Hyprop June 2015 (FY) results Price / Independent Valuation Acquisition Yields Independent Valuation incl. Bulk excl. Bulk incl. Bulk excl. Bulk per m² * -44,0% -28,9% Note: Baywest Valuation is 9 months later Rental/m 2 provided in the SENS was the base lease rents before other income and recoveries. A unitised NOI/NPI per m 2 would be the correct metric to determine valuation yields 17

18 9. Valuations and trading densities (Forest Hill City) Income yield is the best comparison method, we analyse below based on both yield and valuation per m 2 in line with analysts methodology GLA m² 12 month forward NPI Sep 2016 Price / Independent Valuation Acquisition Yields Independent Valuation incl. Bulk excl. Bulk incl. Bulk excl. Bulk per m² Annualised Trading Density per m² ** Forest Hill City R R R ,1% 7,3% R R * * Woodlands Mall R R ** R * As per published Hyprop Dec 2015 HY results ** As per Hyprop June 2015 (FY) results -8,3% -13,0% Note: Forest Hill Valuation is 9 months later Rental/m 2 provided in the SENS was the base lease rents before other income and recoveries. A unitised NOI/NPI per m 2 would be the correct metric to determine valuation yields 18

19 9. Valuations and trading densities (BT Ngebs City) Income yield is the best comparison method, we analyse below based on both yield and valuation per m 2 in line with analysts methodology GLA m² 12 month forward NPI Sep 2016 Price / Independent Valuation Acquisition Yields incl. Bulk excl. Bulk incl. Bulk excl. Bulk Independent Valuation per m² Annualised Trading Density per m² BT Ngebs City R R R ,6% 7,2% R R * East Rand Mall R R R ,5% -22,0% * As published on Vukile website BT Ngebs future expansion bulk has an existing built up structure Rental/m 2 provided in the SENS was the base lease rents before other income and recoveries. A unitised NOI/NPI per m 2 would be the correct metric to determine valuation yields 19

20 9. Recent property transaction yields 8.0% 7.6% Baywest Mall Jubilee Mall Design Quarter Mall 7.2% Forest Hill City Zevenwacht Mall 6.8% East Rand Mall Somerset Mall BT Ngebs City Newcastle Mall 6.4% 6.0% GLA 87,707 73,952 66,317 62,446 60,163 52,577 39,956 29,360 25,743 20

21 9. Property Cap rates versus Prime rates Average quarterly cap rates Vs Prime rate Cap Rates are driven by demand and supply of assets and less of prime rates movement 21 Cap Rate Prime Interest Rate Source: Nedbank Corporate

22 2 BOARD CONSIDERATION FOR THIS TRANSACTION ** ** FOREST HILL CITY - CENTURION 22

23 Rebosis Board strategic consideration bn Comparative R 100 doldrums Debt 8,7% Intu Prop; 4.8% Growthpoint; 8.1% trade winds Redefine; 8.3% NEPI; 4.1% Resilient; 4.2% Fortress B; 4.5% Rockcastle; 4.2% Hyprop; 5.7% Fortress A; 9.0% R 10 SACR; 9.2% Vukile; 9.8% Investec Prop; 8.9% Arrowhead; 10.9% Rebosis; 12.4% Accelerate; 10.6% Delta Prop Fund; 15.2% SAPY 4,9bn vortex Dipula A; 10.7% Dipula B; 10.7% docked R % 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 23

24 Rebosis rank in the SAPY index W I T H I N S A P Y I N D E X Rank Counter Mkt Cap (bn) LTV 1 year Fwd Yield 1 Growthpoint Property R % 8.1% 2 Redefine Properties R % 8.3% 3 New Europe Prop Inv R % 4.1% 4 Resilient REIT Limit R % 4.2% 5 Fortress Inc Fund B s R % 4.5% 6 Rockcastle Global R % 4.2% 7 Hyprop Investments Ltd R % 5.7% 8 Fortress Income Fund A s R % 9.0% 9 Attacq Limited R % 10 SA Corp Real Estate R % 9.2% 11 Vukile Property Fund R % 9.8% 12 Investec Property Fund R % 8.9% 13 Arrowhead Properties R % 10.9% 14 Emira Property Fund R % 10.2% 15 Stenprop Limited R % 6.3% 16 MAS Real Estate Inc. R % 3.8% 17 TRADEHOLD LTD R % 0.2% 18 OCTODEC INVEST LTD R % 9.8% 19 The Pivotal Fund Ltd R % 20 Rebosis Property Fund R % 12.4% 21 Accelerate Prop Fund R % 10.6% 22 Delta Property Fund R % 15.2% 23 Investec Australia Property Fund R % 7.7% 24 Balwin Properties Ltd R % 4.2% 25 Dipula Income Fund A R % 26 Dipula Income Fund B R % 27 Intu Properties Plc R % 24 As at June 2016

25 Way Forward First submission of circular to the JSE Site visit for investors to see all three assets: 30 June 1 July Publishing of circular to shareholders: July Notice of GM: July Voting: August 25

26 Disclaimer FORWARD-LOOKING STATEMENTS Certain statements made in this document constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as may, will, should, predict, assurance, aim, hope, risk, expect, intend, estimate, anticipate, believe, plan, seek, continue or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Company s expectations, intentions and beliefs concerning, amongst other things, the Company s results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Company operates, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. As such, forward-looking statements are no guarantee of future performance. Such forward-looking statements are based on numerous assumptions regarding the Company s present and future business strategies and the environment in which the Company will operate in the future. Among the important factors that could cause the Company s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Company or its subsidiaries, earnings, financial position, cash flows, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this document. GENERAL NOTICE This document is for your information only. Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. 26