Due Diligence Report. Store First Ltd 2013 Company No

Transcription

1 Due Diligence Report Store First Ltd 2013 Company No

2 Contents 04 The UK Self-Storage Market 07 Market Analysis 08 The Store First Business Model 09 Store First Differentiators 09 The Investment Opportunity 10 Return on Investment 11 Exit Routes and Liabilities 11 Security for the Investor 12 SIPP Compliance 12 Costs or Deductions 13 Table of Costs and Return 14 Purchase Process 15 Termination and Early Exit 16 Ownership Structure 16 Investor Payments 16 Tax Considerations 17 FAQs 19 Company Details

3 The UK Self-Storage Market Analysis in the London area. The industry continues to grow steadily in the UK in terms of rental income according to the 2012 annual survey of the Self Storage Association compiled by Drivers Jonas Deloitte. References from the Survey are contained in this report. The Survey is the sixth Consecutive Report charting the progress of the industry. 87 separate companies took part representing over 50% of the 815 self-storage sites in the UK. A total of 436 storage facilities were covered by the Survey. The Survey states that it changes its questions each year to ensure that it captures an accurate picture of the state of play of the industry in general but at the same time its core questions remain the same to establish accurate trends and provide a good like for like comparison. In the last 2 years, Store First Limited has acquired and developed 15 substantial purpose-built self-storage buildings. According to the 2012 Survey, just over one third of customers are renting space whilst moving house and there is a growing market amongst those carrying out house improvements, which is itself an increasing market given the slow housing market. The Survey suggests that these will turn into long term customers and account for about 10% of demand. A further third of customers are businesses, and the Survey considers that results indicate that these business customers are becoming increasingly important. They are taking an increasing share of space and occupy for longer, a trend recognized by Store First. Big Yellow is reported to have arranged a 100m loan over 15 years Store First is securing several more sites with an aim of acquiring and developing 50 centre s within the next 5 years as from of 400m at a rate of 5.5%, ALL of Store First s sites are FREE of mortgage/debt. Our Investors can take a considerable degree of comfort therefore that Store First Limited s business model (unlike that of much larger competitors) is not vulnerable to interest rate changes Limited is not subject to gearing or leverage in the same way as a company funded by debt would be. At a population of 62m, the UK provides only 0.5 Sq/ft of storage per person. This compares to 7.4 Sq/ft per person in the USA. In addition to the encouraging information contained in the Self Storage Association (SSA) 2012 Survey there is another useful document to published in September 2011 entitled The Call for Space. It is also relevant to note the fact that as Safestore and Big Yellow have generated by the service. The Survey results show that from 2006 the rents achieved in selfstorage have risen a cumulative 7.3% whilst rents in the Retail, The Survey also shows average occupancy rates amongst mature facilities to have risen from 68% to 70% and up to 75% in London. The Survey states that it is clear that the health of the storage sector does not depend on the volume of house transactions in the UK. Revenues have continued to rise since 2007 (albeit more gradually) whereas house purchase numbers have effectively halved. Whilst a cynical view might be that the SSA s Surveys may, to some extent, be self-serving for the sector, this could not be said to be the case for the Royal Institute of British Architects (RIBA). The RIBA report states that existing research suggests that consumers are right to be worried that new-build homes just are not big enough. Research found that residents in private homes did not have enough space to store their possessions. 57% said there was not enough storage for their possessions. This trend in modern house building, whilst unfortunate for the residents involved, can only be good news for the self-storage industry as more and more people turn to self-storage to solve this problem. With the apparent need for storage by ordinary households, plus the needs of small businesses, and even national concerns such as British demand by the end-user. 3 Store First Ltd 2013 Due Diligence

4 arrange to rent the pods from the Investor with a rental return guaranteed enjoys, therefore, is earned from day one. The government s decision to impose VAT on self-storage facilities has brought widespread consternation to the industry as a whole but is actually GOOD news for Store First Investors! Of course, the Investors are not obliged to rent out their Storepod(s). They are free to use the pods themselves (restrictions apply to SIPP Investors) and whilst Store First is happy to supply a comprehensive management/letting service, each Investor is entirely free either to self-manage or employ any management agent of their choice. By doing so they would not incur any management or arrangement fee from Store First. Whilst the rental levels and facilities are important selling advantages for attracting tenants, the Investor also enjoys an advantage rarely afforded in this sort of investment. The Store First product is a solid tangible commercial property. It The large players all derive an income from the rental of storage space which vastly exceeds the annual threshold requiring VAT to be paid but under the Store First business model, for the vast majority of Store First Investors, that threshold will not be reached. The current threshold of 77,000 as of January 2013, would mean that an individual Investor would need to own over 500,000 worth of Storepods to be required to charge VAT, and this assumes a 12% return net of costs at current levels. title at the UK Land Registry. Each Investor will be able to visit their the facilities available. They will be able to do what they like with the Storepods. They can rent them out, use them themself, sell them, leave them empty and make whatever management arrangements they want. They will be truly in control of their investment product. Store First Investors already had the competitive edge by being able to rent out their Storepods at substantially less than the leading players and even less than the national average, but when the VAT element is added Store First s advantage becomes clear. According to the Survey the national average rent for 25 Sq/ft is per annum whereas a Store First Investor can offer facilities equal to or superior to its competitors for per annum and this is BEFORE the competitors have to add VAT. Once VAT is added at 20%, the per annum whereas Store First stays at per annum (subject to the VAT threshold limit not being exceeded). This makes Store First rentals a staggering 32% cheaper than the national average giving the Store First Investor what must surely be an But cheapness of rental is not the only selling point. The second is the facilities and continues to improve. Store First offers its storage users and free Wi-Fi as well as the facilities you would also expect such as manned reception areas, 24 hours security/access and supplies. The current generation of storage buildings will even be equipped with gyms. natural choice for the storage end-user and in turn will provide healthy investment returns for its Investors. Store First Ltd 2013 Due Diligence 4

5 1 Our Locations Barnsley x1 Blackburn x3 Bristol x1 Burnley x2 Derby x1 Ellesmere Port x1 Glasgow x1 Leeds x1 Liverpool x2 Manchester x1 Northampton x1 Preston x1 Rochdale x2 Wakefield x Store First sites under option: 1 Aberdeen 2 Bath 3 Birmingham 4 Cardiff 5 Coventry 6 Durham 7 Edinburgh 8 Gloucester 9 Lancaster 10 Leicester 11 London 12 Norwich 13 Watford As of July N

6 Further Market Analysis The annual survey reports large Self-Storage PLC s have reported for the future. Market Penetration Regional Market Penetration There is an estimated 815 Self-Storage Stores in the UK, giving the UK market 29.6m sqft letable space. The industry in the UK has a turnover of around 350m+ PA, with around 400 different operators, with over 2000 employees. Of the total number of facilities in the UK, 320 are held by large operators, 40% are controlled by the national players (10 or more stores) the remaining 60% are controlled by the smaller operators. Store First is one of those national players with 15 centres and a further 10 in completion. Midlands & Wales 14% In April 2012, Big Yellow announced it had arranged a 100m loan over a 15 year term. Furthermore in May 2012, Safestore announced were due to expire in August 2017 with new facilities maturities staggered from 2016 to 2024 and over a blended all in cost of debt at 5.5% per annum. This demonstrates the interest long term Investors have in the free from any loans. The US has an average of 22.5 self-storage stores per one million people, the UK has an average of 13 Stores per one million people, the Netherlands have about 11 stores per million people and Denmark and Sweden have around 7 stores per million people. In comparison to the US, there is still an awful lot of growth to be seen across the UK and Europe. Rental growth throughout the industry in the UK has continued to rise since This shows that the market does not depend on the housing market due to the fact that revenues keep rising but house sales have fallen by half. Facts & Figures Northen England & Scotland London 23% 28% Business customers are up 3% from 36% last year, to 39% now. Business customers now stay an average of 61 weeks, previously 56 weeks. next year. Average facility is 40k sq/ft, larger facilities are around 60k, Store First facilities would be classed as large facilities. Occupancy levels are looking very healthy throughout the industry; they are up 2% on last year from 68% to 70%. In the north there has been an average of 4% increase. Revenue has largely risen across the industry by over 17%. Information provided from the Self Storage Association Annual Survey 2012 South 35% Store First Ltd 2013 Due Diligence 6

7 The Store First Business Model The Store First business model guarantees we stand out from the crowd; our values, ethics and commitment have helped develop the business model to be the highest standard available within the industry. Store First Make a Difference Dedicated to continue to provide the very best infrastructure and support we are fast becoming an exemplary business that is the envy of our competitors. Store First have centres open and under construction in the following locations: Centurion Business Park, Blackburn x3 Empire Business Park, Burnley x2 Estuary Business Park, Liverpool x2 Crown Business Park, Rochdale x2 Ashroyd Business Park, Barnsley x1 Cheshire Oaks, Ellesmere Port x1 Millennium City Park, Preston x1 Linwood Road, Glasgow x1 Leeds x1 Store First sites under option: Aberdeen, Bath, Birmingham, Bristol, Cardiff, Coventry, Durham, Edinburgh, Gloucester, Lancaster, Leicester, London, Manchester, Norwich and Watford. Store First are focused where levels of market penetration are lower and higher levels of growth are projected. Each facility is purpose built and will offer the following sizes of Storepods: 25 sq ft, 35 sq ft, 50 sq ft, 75 sq ft, 100 sq ft, 125 sq ft, 150 sq ft, 175 sq ft, 200 sq ft, (Some small quantities of varying sizes are produced within different Store First sites but the above are the most popular sizes). parks, within easy access to motorway links and within short driving distance of major conurbations. All of the sites have maximum vision centres are located in highly populated areas. Tenants pay one month s rent as a deposit and one month s rent up front. Rent is then collected monthly by direct debit or card payment. 7 Store First Ltd 2013 Due Diligence Store First Liverpool Centre

8 Store First Differentiators The Investment Opportunity There are a number of differentiators in the market for end users that separate Store First from their competition: Store First offer their storage space at least 32% cheaper than the national average. Investors purchase a long-leasehold (approx. 250 years depending on the site) on a storage pod, then may enter into a 6 year agreement to sub-let their Storepod(s) to Store First Limited. Store First Management Limited will then sublet the Storepod(s), under licence, to end users. packaging facilities, van hire, goods pick up service, forklift truck facility and reception areas. Every site has 24 hour digital CCTV and a state of the art alarm system installed. Coded electric gates, perimeter as standard to protect customer s belongings. Tenants have the use of a PO Box Address along with private mail services - Free of charge. service and local authorities. Store First have partnered with Allianz insurance to provide cover for tenants contents. This amounts to a comprehensive service at a lower cost than their competitors which appeals to private individuals and small business. Price Comparisons Investors receive a discount of 25% off current RICS commercial property valuations of their self-storage pod(s). Summary terms of agreement: years 3 and 4 and 12 % in years 5 and 6. Points to note Investors can choose to exit the lease and opt for a variable rate of return instead. Investment Levels Investment levels start at 3,750 for 25 Sq/ft. As a commercial property investment, Store First has been accepted by major SIPP providers, and in 2012 over 68m worth of sales have already been processed. The average investment now exceeds 60k per client. All of the below are prices per week for storage space in the North West and are correct as of December 2012: Size (sq ft) Store First Lok n Store Big Yellow SafeStore P/W P/W P/W P/W VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT VAT Totals VAT VAT VAT Store First are more cost effective by: 22% +VAT 40% +VAT 44% +VAT The national average rental rate according to the Self Storage Association 2012 Annual Survey is per 25 sq/ft per week ( per dvantage over its competitors. Store First Ltd 2013 Due Diligence 8

9 Return on Investment The following examples are for illustration purposes and are based on the minimum initial investment of 3,750. Our typical investment amount now exceeds 60,000 per client. Income Initial Investment 3,750 Year 8% 300 Year 8% 300 Year 10% 385 Year 10% 385 Year 5 12% 470 Capital Growth The rent per square foot paid to Investors by Store First Management Limited is anticipated to grow from gross rents of 17 per Sq/ft in years 1&2, to 21 per Sq/ft in years 3&4, to 25 per Sq/ft in years 5&6. Based on the Capital Value being 8.8 times rental yield in years 3&4 the Storepod will be worth 4,620 and in years 5&6 5,500. Income Return This gives a forecast NET income return of 2,310 over 6 years, or 61%. Store First Limited plan to have all of their sites at 80% occupancy within two years, giving them revenue from three income streams: Service charges Management charges Sales of other products such as packaging, gloves, tape and boxes. Sales of these products can contribute as much as 25% of the total revenue of a storage site. This gives Store First a large margin of comfort to pay Storepod between Store First Limited and the Storepod owners contains their business model. continues, returns could vary. 9 Store First Ltd 2013 Due Diligence Store First Blackburn Centre

10 Exit Routes Security for the Investor Storepod(s). Store First Limited will help market your Storepod(s). There are three possible markets: Resale to another Investor A Storepod with a proven rental track record will be an attractive investment for other Investors looking to purchase income. Resale to owner occupiers Many tenants who let the Storepods on long term deals will welcome the opportunity to purchase rather than rent their Storepod(s) as this will reduce their overheads, secure an The buildings are covered by a fully comprehensive insurance policy from Allianz Insurance a subsidiary of Lloyds of London. The property is registrable in the Investor s name on a single title deed at the UK Land Registry. This is a UK investment covered by UK regulations and UK law. The rental returns of 8% NET of costs are guaranteed for the In a worst case scenario, if Store First or Store First Management were to cease trading, the Investor would still be the owner of the Storepod(s) a valuable asset. The Investor s rights to access and use the Storepod(s) would still continue. Buy-Back In year 5, Investors may ask Store First to buy the Storepod(s) back off the Investor for the original price paid within the following 5 years (conditions apply). before year 5 then the SIPP may ask Store First to buy back the Storepod(s). (conditions apply). Responsibilities and Liabilities Store First Management Limited it is responsible for: Refurbishment Ongoing maintenance and upkeep Steps to prevent any theft, vandalism or criminal damage Utility bills Insurance Contracting with the end users Servicing the end users Collection of rent and collection of bad debt Marketing the facilities Tenants must not use the Storepods for any illegal activity. Store First Management Limited is responsible to ensure reasonable steps are taken to prevent illegal activity. Investors are responsible for business rates, however at the moment it is believed that the Storepods rateable value is currently well below the threshold where they become liable for business the last revaluation came into effect on April 1st More details can be found on: Store First Ltd 2013 Due Diligence 10

11 SIPP Compliance As a commercial property investment Store First is SIPP compliant and accepted by major SIPP providers. SIPP Investment Her Majesty s Revenue & Customs in the UK states certain types of investment which are suitable for inclusion in self-invested pension plans (SIPPs). Immovable commercial property containing no residential element is suitable for SIPP investment. (5) The Treasury may by order provide that arrangements do not amount to a collective investment scheme:- The storage pods are immovable commercial property containing no element of residence. In million s worth of storage units have already been acquired from Store First Limited by SIPPs operating out of several different SIPP providers. Markets Act 2000 Sometimes the question crops up: is this an unregulated collective investment scheme? This is governed by the Financial Service and Sections 235 of the Act states: (1) In this Part collective investment scheme means any arrangements with respect to property of any description, including money, the purpose or effect of which is to enable persons taking part in the arrangements (whether by becoming owners of the property or any part of it or otherwise) to participate in or receive (2) The arrangements must be such that the persons who are to participate ( participants ) do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions. (3) The arrangements must also have either or both of the following characteristics:- of which payments are to be made to them are pooled; (b) the property is managed as a whole by or on behalf of the operator of the scheme. (4) If arrangements provide for such pooling as is mentioned in subsection 3a in relation to separate parts of the property, the arrangements are not to be regarded as constituting a single collective investment scheme unless the participants are entitled to exchange rights in one part for rights in another. Each Investor s investment exists independently of other Investors investments. There is no interdependency imposed on Investors. Each has its own Title Document. There is no pooling of Investors investments and there is no imposition of an overall management structure on the Storepods. The documentation of the set-up has been submitted to Legal Counsel for an opinion as to whether it amounts to an unregulated documented set-up neither is, nor forms part of, such a scheme. Costs or Deductions Investors pay all of their costs out of the rental income they receive. Un-tenanted Charges When the Storepod(s) is not tenanted the owner is responsible for a small ground rent based on the size of the pod. Ground rent is payable annually. Tenanted Charges When the Investor chooses to employ Store First Management Limited as manager the Investor is responsible for an additional 15% management charge. A service charge of 1.95 per Sq/ft is also payable. These will be deducted from the monthly rental payments. Storepod(s), the 15% management charge does not apply. All of the returns that have been quoted in the marketing literature are NET of these charges. 11 Store First Ltd 2013 Due Diligence

12 Table of Costs and Revenues Property Type Size Sq/Ft Sale Price Rental Income Ground Rental Management Fee Service Charge Net Rental Return (Store First Ltd) (per Storepod) (per Storepod) ( 17 per Sq/Ft) (per annum) (15% per annum) ( 1.95 per Sq/Ft) (8% for Years 1&2) Storepod 25 3, Storepod 35 5, Storepod 50 7, Storepod 75 11,250 1, Storepod ,000 1, , Storepod ,750 2, , Storepod ,500 2, , Storepod ,250 2, , Storepod ,000 3, , Store First Ltd General Sizes Sale Price Gross Income Cost once let Cost once let Cost once let Net Income *(based on years 8%, full details are in the sales brochure) Store First Ltd 2013 Due Diligence 12

13 Purchase Process Cash Investors A client completing a cash investment pays a deposit of 10%. SIPP Investors No deposit is required. Prospective Investors will receive full details of the purchase and reservation form prior to completion. of the purchase along with important contact numbers for future reference. Use of Funds Investor s funds are transferred on completion and are used purely to purchase the asset. They are not used to fund other activities or go to any third parties. Solicitors Store First s preferred solicitor for Investors is The Hetherington Partnership Solicitors. They have completed many sales of Storepods and as they are familiar with the product they are quick per contract (note that multiple Storepods can be purchased on one contract, so this represents excellent value). Charges may be higher for overseas Investor. Margaret Hetherington The Hetherington Partnership Solicitors 32 Market Street Hoylake Wirral Merseyside CH47 2AF Tel +44 (0) Store First Ltd 2013 Due Diligence Store First Burnley Centre

14 Termination and Early Exit The Title Document any time. All Investors may ask Store First Limited to buy back the Storepod(s) after 5 years. on death. The lease-back to Store First Management Limited (if taken up) is for 6 years but can be broken by either the Investor or Store First after 2 years or after 4 years. Each Investor will receive a document evidencing its title to the storage pod(s) they are buying. This will usually be in the form of a long lease of 250 years (approx.) registrable at the UK Land Registry. This document will contain a full description of the storage pod(s) and the Investor s rights and responsibilities. If Store First Limited went into liquidation after the sale to the Investor had been completed, the Investor s ownership of the storage pod(s) it has purchased would remain intact. The Title Document would remain valid. The Investor s right to access and use the storage pod(s) would remain valid. The Investor is free to sell, mortgage and rent out the storage pod(s) (or employ them for its own use, subject to the legal status of the The Investor is free to sell their Storepod(s) to a third party even though the 6 year lease may still be running. The buyer simply takes Legal Considerations, Ownership and Regulations Upon completion the Investor will own the chosen Storepod(s) Property. The Investor will have a single title deed in his name registrable at the Land Registry. Store First s solicitors will complete the purchase and liaise directly with the Investor or their solicitor. Multiple Storepods can be purchased using one Land Registry title deed to save on completion costs. The Contract The contract is governed by UK Law and is enforceable in the courts of England and Wales. It legally binds Store First Limited to sell to the Investor the Storepod(s) they are buying by way of long-lease. It documents the Investor s right to call for Store First Limited to take a lease back (as Store First Management Limited) if the Investor wishes. lease. The ownership of the storage pod(s) can be passed down to future generations subject to the status of the Investor. The Lease Back The Investor can insist that Store First Limited takes a lease of the storage pod(s) (via Store First Management Limited). This guarantees The Lease lasts 6 years. Both the Investor and Store First Limited can call for the lease to be ended on the second and fourth anniversaries. The Buy-Back Option The Investor may ask Store First Limited to buy back the storage does so it will pay to the Investor the same price as the Investor paid. The Re-Sale Option The Investor may ask Store First Limited to sell their storage pod(s) on their behalf at any time (subject to a 5% resale fee). Store First Limited will market the storage pod(s) at a minimum 25% above the initial purchase price to potential owner occupiers, business storage users and other Investors. Many storage pod resales have already or. Management/Letting The Investor is entirely free to choose its own manager or manage the Storepod(s) themselves. Store First Ltd 2013 Due Diligence 14

15 Ownership Structure Store First Limited Investor Store First Management Limited Owns the Freehold to the site Purchases the storepod on a long leasehold (typically 250 years) from Store First Limited Manage the Storepod from the Investor on an initial 6 year lease, and rent it out to end users Disclaimer Tax Considerations Store First are not authorised to give investment/tax advice and you included in this document prior to making any investment decision. All forecasts are based on historical performance and are purely indicative. The rental yield and capital gains should be treated the same as any other commercial property investment however everybody s tax situation is unique and it is recommended that Investors seek their own independent expert advice on taxation. The value of your property may rise or fall. No guarantees as to future performance in respect of income or capital growth are given either expressly or by implication and nothing expressed or implied should be taken as a forecast of future performance. This is not an offer to participate in a collective investment scheme 235) and as such buyers have no access to statutory or regulatory protections including the Financial Ombudsman Service and the Financial Services Compensation Scheme. Store First Limited is not regulated by the FSA and is not authorised to offer advice to the general public concerning any regulated or unregulated investment. Although every care has been taken to make sure that the information in this brochure is accurate, Store First Limited cannot accept any responsibility for mistakes or omissions. You should take your own professional advice before taking or refraining from any action based on the contents of this brochure which are only intended as a general outline to the matters referred to in it. All content is under copyright and remains the property of Store First Limited unless otherwise agreed. Storepod is a copyrighted product of Store First Limited. Investor Payments Investors will receive their rental yield payments paid directly into their bank account or SIPP by direct debit. 15 Store First Ltd 2013 Due Diligence

16 FAQs What is my exit route? There are a number of potential exit routes. One great advantage of Storepods is that there are no restrictions on sale. They can be sold on the open market. Subject to the Investor s SIPP s rules, one exit is simply to sell some or all of the storage pods. This route can be made more secure by using Store First Limited s Buy- Back scheme. After owning the Storepod(s) for 5 years the Investor can ask Store First Limited to buy-back at the original purchase price. If the and full details are set out in the Buy Back Agreement. Is there a real market in the sale of Storepods? Store First Limited has now been trading for over 2 years and has already bought back and resold on a voluntary basis a number of Storepods. Am I tied to using a particular manager? No. The Investor can self-manage or appoint their own. There are no What if the manager/owner of the site goes bust? What happens to my pod(s)? The potential insolvency of the site manager or the site owner does not end the Investor s ownership of their Storepod(s). They still have full access to them for rental or self-use under the terms of the lease. They still own the lease and still own the Storepod(s), a valuable asset. Am I obliged to rent out my Storepod(s)? No. If the Investor is a SIPP then rules apply which affect persons connected to the SIPP using the Storepods and the SIPP provider will elaborate on these but subject to those rules Store First Limited imposes no obligation on the Investor as to how the Storepod(s) are to be used. How do I know that I will receive my promised returns? sold (assuming the Investor wants to take advantage of the leaseback arrangement). What testing has there been to prove that Store First Limited s forecasted returns are likely to be accurate? The beauty of the Store First model is its simplicity. The return is not dependent on external factors (such as the performance of the company or a third party) as would be the case of investing in the Stock Exchange. The return is simply the rent. Store First Rochdale Centre How do I know that Store First Limited owns its sites free of mortgage? its own Land Registry title number. A search at the Land Registry will reveal no mortgage registered against the relevant site. Store First Ltd 2013 Due Diligence 16

17 Company Details: Schreiber Associates International 4th Floor 14 Rue Du Rhone Geneva Switzerland T: +41 (0) F: +41 (0) E: enquiries@s-aint.com W: Notes Store First Ltd 2013 Due Diligence 17

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