Invest in a London property development 6.5% Six-Year Fixed-Rate Retail Bond Your Capital and Interest are at Risk INFORMATION BROCHURE This document is a summary of the full Information Memorandum. It should not be relied upon in isolation. You should seek independent financial advice before investing. LonPro Holdings PLC does not provide, and is not authorised to give, financial advice and the information in this summary should not be treated as advice. Advisers, and prospective investors not taking independent advice, should read and ensure they understand the full Information Memorandum, and should make their own further enquiries. This document has been approved by Alfred Henry Corporate Finance Limited who act for LonPro Holdings PLC only in this Offer and issue of securities.
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RISK WARNINGS 03 Whilst this bond issue offers attractive returns, it is important to remember that it is not suitable for everyone. Current and potential investors are strongly recommended to consult an investment adviser who specialises in investments of this nature before making any decision to invest. The following risk factors are considered to be the key risk factors of an investment in this bond. For a more complete list of risks, potential investors should read the full Information Memorandum. The business of LonPro Holdings Plc ( Company ) is at an early stage of income generation and as a result, aspects of the business strategy are not proven. If the Company is unable to sell the full amount of the 2022 Bonds, the Company may be unable to carry out its business plan in full. The Company will carry out property developments which will be subject to the risks normally associated with property development including, without limitation, risks relating to (a) failure to obtain planning or other regulatory approvals; (b) construction cost overruns; (c) tenant defaults; and (d) devaluation of underlying property. Although the Company is applying for the 2022 Bonds to be traded on the Emerging Companies Market ("E.C.M.") of the Cyprus Stock Exchange ("Admission"), there is no guarantee that the application will be successful. If the application is successful, the fact that the 2022 Bonds will be traded on the E.C.M. of the Cyprus Stock Exchange should not be taken as implying that there will be a liquid market. In light of Brexit, there is a risk that the Cyprus Stock Exchange may become a foreign exchange that may no longer be an appropriate market for the 2022 Bonds to be listed on. Brexit may also have other unknown consequences including matters relating to taxation and the ability of the Company to expand its operations outside the UK. The 2022 Bonds are not covered by the Financial Services Compensation Scheme.
04 INTRODUCTION LonPro Holdings Plc is a property development holding company established to identify and develop both commercial and residential property in London and the Home Counties, where the Company s executive Directors have considerable experience. The primary aim of the Company is to identify investment opportunities in the residential property development sector although they are also open to investment opportunities in the commercial property development sector. The funding principally will be by way of the issuance of the 2022 Bonds paying 6.5% per annum, paid semi-annually. An application will be made for the bond to be listed on the E.C.M. of the Cyprus Stock Exchange. The Company currently controls one property asset, a Grade II listed freehold property at 107 Station Street, Burton-upon-Trent, DE14 1SZ. This property is owned by the Company's wholly owned subsidiary, Empyrean Burton Ltd ("Subsidiary") and it comprises a former brewery building that was constructed in c. 1850 and extends to approximately 120,000 sq ft. The building is being converted to provide modern office accommodation, providing approximately 368 car parking spaces.
SUMMARY 05 We are offering an asset-backed GBP denominated property bond, which the Company will apply to have listed on the E.C.M. of the Cyprus Stock Exchange with a fixed rate of 6.5% return per annum, giving investors the opportunity to invest in residential and commercial property. The bond will mature on 31st December 2022. ABOUT THE BOND Product Name Sector / Asset Class Term Product Classification LonPro Holdings Plc 2022 Bond Corporate Bond 6 Years Minimum Investor Subscription 250 Opening Date 17 November 2016 Closing Date 17 November 2017 Fixed Interest High Returns Target Raise 10m Asset-Backed Liquidity Tax Eligibility Transferable Bonds listed on the Emerging Companies Market of the Cyprus Stock Exchange (E.C.M. Market is an exchange recognised by UK HMRC) Returns paid semi-annually in arrears Fixed returns of 6.5% per annum, paid semi-annually Underlying security of commercial real estate E.C.M. Market listing enables bondholders to sell holdings prior to the maturity date Eligible for ISA, SIPP and SSAS Investments PARTIES AND ADVISERS Corporate Adviser Settlement Agents Solicitors to the Company Bond Trustee Auditors Registrar Alfred Henry Corporate Finance Limited Beaufort Asset Clearing Services Ltd BPE Solicitors LLP Woodside Corporate Services Limited Jeffreys Henry LLP SLC Registrars Ltd You should seek independant financial advice prior to making any investment.
THE ASSET 107 STATION STREET 06 The Company has already secured an anchor tenant in Healthcare at Home Limited, a 1.3billion turnover operator in the provision of medical services within the UK, who have taken over 56,000 sq ft. on the terms detailed below. Healthcare at Home are relocating their entire head office operation to 107 Station Street, accommodating over 400 personnel. The Directors understand that the tenant is looking to spend in excess of 4 million on its fit-out works. The asset is held within the LonPro Group through its Subsidiary. The Subsidiary is actively looking to secure tenants and is regularly, dealing with substantive enquiries. The Directors aim is to have secured at least another 12,000 sq ft. by the time the works for Healthcare at Home are completed. Headline Lease Details to Healthcare at Home: 120,000 sq ft of modern Grade A office space will be made available in this iconic building of Burton upon Trent, West Midlands. Units from 1,000 to 50,000 sq ft Grade A office spec Brand new refurbishment Large open floor plates Fiber optic connectivity 100Mb/1Gb Conference room (100+ person) Free onsite car park 24/7 building access Onsite cafeteria and restaurant Walking distance to town centre amenities and railway station Option of a short form lease enabling quick letting options 56,460 square feet 20 year term Break clause at year 13 Rent 11 per square foot Five Yearly minimum RPI rent reviews Rent Concession: zero rent Month 1-6; half rent for Month 7-42 Gross rent per annum - 621,280 Debt 5.5million Valuation 7.25m Collateral 1.75m
RESIDENTIAL / COMMERCIAL PROPERTY IN LONDON / HOME COUNTRIES 07 England has seen a trend of deteriorating housing affordability and unmet housing needs that are contributing to a growing housing crisis. Underpinning this is the failure to build enough new homes (Shelter 2013). The Directors believe that notwithstanding the UK s recent Brexit decision, there is compelling evidence from numerous diverse sources estimating significant demand and corresponding housing shortages: The UK Government predicts the number of households in England is projected to grow by 210,000 a year from 2014 to 2039 according to the most recent Department of Communities and Local Government, Household Interim Projections published in 2014. These UK Government projections appear resilient to possible changes in net migration as a consequence of Brexit, as net migration accounts for only 37% of projected housed growth according to the Department of Communities and Local Government, Household Interim Projections 2014. Therefore, even if in the unlikely event that net migration was nominal over the next decade, households would increase by some 130,000 units per year. England is currently not close to meeting any of these projections of housing needs. In 2015, total new housing completions by private house builders, housing associations and local authorities stood at just over 142,560. Total completions by private house builders stood at 110,860 (CLG LiveTable 244). The UK and specifically England therefore has a housing shortage of between 100,000 to 150,000 homes a year. In light of this, the UK Government has set a house building target of 1 million units by 2020. The Directors believe that the UK Brexit decision will have little impact in reducing this systemic shortage. The Directors strongly believe that as a consequence of the Brexit vote, on a 2-year timetable, there will be buying opportunities. Over the next four years, there is a general consensus from leading surveyors, that house price growth will remain robust. In light of the Brexit vote, whilst the Directors do not necessarily share the view that house price growth in the South East will reach up to 20% over that period, they do agree it will be resilient to most downward macro-economic pressures. There is also evidence that a relative weaker Sterling makes UK property attractive to overseas investors, who have historically been buyers of London property. Combine this with a marked increase in mortgage volumes and greater competition in the mortgage market (FT May 24, 2016 Nationwide see surge in mortgage lending ), the Directors remain confident that the prospects for the Company to launch remain strong, allowing the organisation to firmly establish itself within a relatively short period. Over the next decade, the Company will be well positioned to grow into a significant regional operator.
DEVELOPMENT STRATEGY The Company s core investment strategy is focused on the residential development throughout London and the Home Counties, with a specific focus on the middle to outer Boroughs of London, loosely analogous to the areas as defined by the London Tube map, sitting in Zones 2-6. Established satellite towns, like Royal Tunbridge Wells, Woking and Chelmsford are also of particular interest to the Company. The Company s focus areas are recognized as strong residential locations with a high proportion of households with growing incomes. Whilst the Company cannot prescribe a definitive list, it will look to objectively score and assess individual projects against various criteria and governance controls including: Proximity to Major Transport Nodes, both current and future the Directors are firmly of the belief that strong infrastructure is a key driver of residential growth, citing examples like Cross Rail and HS1. The Directors, further believe that complementary commercial development alongside residential infrastructure hotspots like Cross Rail2 merits closer scrutiny as opportunity may be found. The Directors also intend to investigate opportunities to deliver commercial office space to occupiers requiring small footprint i.e. under 2000 sq. ft. per unit space, in which they are looking to acquire a long term interest. The Company will pursue both planning and construction projects. The Directors believe that, on average, planning will take approximately 12-18 months to achieve, then approximately another 12-18 months to construct. A specific objective of the Company, is to keenly pursue opportunities as a consequence of Brexit that may present themselves in the short term. The Directors believe that the perceived uncertainty as to the consequences of the Brexit decision, may make certain landowners more willing to sell, whilst other less well funded developers may find it more challenging to raise the requisite financing. 08 Indices of Deprivation 2015 whilst somewhat retrospective, offer an insight into the demographic and future prospects. Delivery Risk Assessments on Planning, Construction, Sales where the company identifies a comprehensive set of risks, scores the probability of them occurring and if they do, the magnitude of the impact. Against this, the Directors can therefore implement monitoring controls and contingencies. This is more than simply a set of analysis tools but a cultural, organisational way of thinking that the Directors will instill into the psyche of the organisation from the outset. For example, the Directors talk about risk margin when valuing projects. It is only re-categorised as profit as and when the project is successfully delivered and the sales banked. Hillingdon Harrow Ealing Brent Barnet Haringey Islington Camden City Hackney Waltham Forest Tower Hamlets Newham Redbridge Barking & Dagenham Havering Projects with an IRR of circa 20% The Directors take an investor-project based approach to calculating the Internal Rate of Return, looking only at the investment required by the company against the ultimate receipt after all repayments, at the end of the project. Gross Sales Margin on Development of 20% before funding costs. Acquisitions, other than planning, will be supported by a third party valuation from a leading surveying practice. Hounslow Richmond Kingston Hammersmith & Fulham Westminster Ken & Chelsea Wandsworth Merton Southwark Lambeth Lewisham Greenwich Bexley Build costs will be quantified prior to acquisition by a third party quantity surveyor. Sutton Croydon Bromley
PREVIOUS PROJECTS 09 Some notable projects the executive directors of Company have been involved with over the last 10 years include: Kinver House, Islington, London N19 (2005-2008) 85 flats - high density residential scheme Obtained planning permission on a tertiary commercial site Constructed scheme First eco excellent accredited building in Islington Build program from demolition 12 months Gross Development Value - 20 million Yale Terrace, Hornsey Road, London N19 (2009 2011) Acting as the developer and contractor on this scheme Improved outline consent Commenced building in July 2010 and reached practical completion in July 2011 8 houses, 4 flats plus 3,500 sq. ft. of commercial Gross Development Value - 6.9million
PREVIOUS PROJECTS 10 Junction Road, Tufnell Park, London N19 (2009-2011) Obtained planning on a secondary commercial site. Created a high profile 25 private unit scheme in North Islington. Sold to Taylor Wimpey September 2011 Estimated Gross Development Value - 11.4 million 52 Bounds Green Road, N22 (2012 2013) Obtained planning on this old office building to deliver 27 serviced apartments (prior to the introduction of permitted development office to residential policy) Site sold to a North London developer Gross Development Value - 3.7million
PREVIOUS PROJECTS 11 Honor Oak, SE23 (2015 2016) Acquired site with consent for 9 terraced houses Scheme achieved practical completion June 2016 Gross Development Value - 8.25m
PREVIOUS PROJECTS CURRENT PROJECTS 12 Although it is not in the Company s core geographic area, the 107 Station Street development in Burton on Trent will offer approximately 150,000 sq. ft. of modern office space within an iconic building, the former Allsopp Brewery. The Directors objective is to deliver an asset that will generate a rent roll of up to 1.5m per annum before incentives. To that end, the Company has already secured an anchor tenant in Healthcare at Home Limited, a 1.3billion turnover operator in the provision of medical services within the UK, who have taken over 56,000sq ft. on the terms detailed below. Healthcare at Home are relocating their entire head office operation to 107 Station Street, accommodating over 400 personnel. The Directors understand that the tenant is looking to spend in excess of 4 million on its fit-out works. The asset is held within the LonPro Group through the Subsidiary. The Subsidiary has secured a development funding package from Aeriance Investments S.A.R.L. in conjunction with Gemini Investments. The Company s aim is that the works to accommodate Healthcare at Home will complete by the end of November 2016, at which juncture the debt, estimated to be circa 5.5m, including all fees will be refinanced with a traditional commercial lender on a standard long dated commercial mortgage. The Company is in receipt of a valuation on the basis of Healthcare at Home s occupation from Colliers, valuing the asset at 7.25m. This provides the LonPro Group with 1.75m of collateral. Fortess Road, Kentish Town, NW5 (2015 2016) Obtained planning on a secondary retail site. Delivered 8 flats Gross Development Value - 4.2million
POTENTIAL PROJECTS INCOME STREAMS 13 An illustrative examples of potential projects in which the Company could invest are set out below: 8 Houses and 2 Flats in Whetstone, North London, with planning opportunity to acquire the site. Financial analysis: SALES 10,600,000 The Directors believe that the Company s income will come from the sale of property developments. The Company will use all reasonable endeavours to ensure that any and all sales complete by 31 December 2022 and will look to finalise all projects within 6 years. However, the Company recognizes that there will be only nominal income till the second anniversary of the initial issue and will therefore retain in escrow a sum that will allow it to pay interest payments up to the second anniversary of the initial issue of bonds comprising no less than 173,000 issued in the two year period from the initial issue. Site Acquisition Subtotal -3,863,000-36.50% Construction Subtotal -3,008,000-31.10% Professional Subtotal -119,000-1.20% Disposal Subtotal -267,000-2.70% Other Subtotal -448,000-4.70% GROSS COST LESS FINANCE -7,705,000-72.70% GROSS PROFIT (PBIT) 2,895,000 27.30% Finance Subtotal -858,000-8.10% Total Contingency on all costs at -3.4% -408,000-3.80% NET PROFIT (PBT) 1,629,000 15.40% Estimated Start: November 2016 Length of Project: 24 Months This site is controlled by the Directors of LonPro and the intention, if the Directors decide to proceed with the transaction, is to acquire the site at arm s length.
MANAGEMENT TEAM 14 The Board of LonPro have a strong history of identifying potential investment opportunities, advancing planning and building out the development, and marketing the sites. The Board currently comprises Nick Charalambous and Andy Charalambous as executive directors along with Andrew Kitchingman as a non-executive director. Nick Charalambous (Executive Director aged 42) Nick completed an MBA from City University (Ashridge Management College) and has been involved in property for over 20 years. Nick started his professional property experience over 20 years ago, from managing his family s international property portfolio to forming Empyrean Developments Limited in 2006 to focus on the London residential development market. With extensive experience from planning to construction, he has been a driving force in the growth of Empyrean Developments Limited, achieving repeated success since its inception in 2006 with its first project, the 19 million Islington Kinver House Development to recent skill displayed in steering this company through the challenges created by the economic crisis. Andrew Kitchingman (Non-Executive Director aged 52) After 17 successful years (1998 to 2015) as a senior corporate finance advisor to PLC (quoted) companies, Andrew is pursuing a portfolio career focused on Non-executive Director ( NED ) roles. His background is as a chartered accountant, corporate financier and board level adviser for 30 years including partner level appointments at two of the Big 4 business service firms (Ernst & Young and KPMG). He started undertaking NED roles in 2013 and enjoys supporting shareholders and executive teams achieve the ambitions they set for their businesses. His experience of advising the Boards of high growth PLC companies is valuable to a broad range of businesses looking to appoint independent NEDs whether they are family, private equity, consortium owned or a PLC. With regard to Board sub-committee roles, he already has audit committee experience. Andy Charalambous (Executive Director aged 45) Andy was born in London, and following school education, he embarked on an investment banking career from the age of 19. His professional qualifications have included FSA Registered Representative, Futures and Options Representative and ISMA General Representative. Andy purchased his first investment property at the age of 20 and has been an investor ever since. Andy was also instrumental in the fund raising and trading of various property funds in previous years. Andy s City career covers investment banking, corporate finance and more recently, asset management. Andy is currently the founder and CEO of Ramek Asset Management Ltd. His experience includes over 25 initial public offerings, 50 fundraisings, 100 additional merger and acquisition transactions, and a number of strategic reviews plus extensive experience of offers subject to the Takeover Code. Andrew s sector expertise is broad but with a slight bias towards industrials, construction and business support services sectors. He has worked with companies of all sizes (turnovers of 5m to 500m). As a proven, Board level advisor, he is well versed in effective boardroom dynamics and decision making.
REASONS FOR APPLICATION FOR ADMISSION 15 The Admission is intended to provide Bondholders with access to a marketplace that can be used to offer their holdings for sale prior to the maturity date of 31st December 2022, should they need to do so. The Directors consider that the benefits of a successful admission to the E.C.M. will include the increased potential to raise further funds in the future. The Directors also believe that the principal benefits of a successful Admission are the ability to heighten the Company s profile whilst also broadening the Company s investor base. For further information please contact us LONPRO HOLDINGS PLC 1st Floor 32 Junction Road London N19 5RE Nick Charalambous M +44 (0) 7725 815 788 E nick@lon-pro.co.uk Andy Charalambous M +44 (0) 7956 858 045 E andy@lon-pro.co.uk Andrew Kitchingman M +44 (0) 7785 708 167 E andrewk@lon-pro.co.uk T +44 (0) 203 397 9800 E info@lon-pro.co.uk lon-pro.co.uk