Blackwater Retail Park - Income producing property investment opportunity Forecast annual distribution to investors of 6% - Cantor Fitzgerald Ireland
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Blackwater Retail Park Income producing property investment opportunity Forecast annual distribution to investors of 6% Investment Brochure Strictly Private and Confidential November 2019 Blackwater Retail Park
Blackwater Retail Park Legal Notice: This Brochure (“the Brochure”) is being made available to you by Cantor Fitzgerald Ireland Ltd (“Cantor”) for your exclusive personal use for the sole purpose of giving you information in relation to an opportunity to invest in property assets through an efficient tax vehicle (the “Proposed Vehicle”) which is likely to be an Irish authorised Qualifying Investor Alternative Investment Fund(“QIAIF”). The Brochure and the contents herein are confidential and should not be distributed, published, reproduced or disclosed by recipients to any person without the express written permission of Cantor. This Brochure has been prepared in conjunction with Lexeme Properties Ltd (“the Property Advisor”). All estimates and opinions included in this document constitute the Property Advisors judgement as of the date of this document and may be subject to change without notice. Changes to assumptions may have a material impact on any recommendations made herein. This document does not constitute a solicitation for the purchase or sale of any investment. Any person acting solely on the information contained in this document does so at their own risk. Neither the Property Advisor nor Cantor nor any of their employees, officers, directors, agents and/or advisers shall be liable for any losses, damages, costs, claims, demands or expenses of any kind whatsoever, whether direct or indirect, suffered or incurred in consequence of any use of, or reliance solely upon the information contained in this document. Prospective investors must note that this is a summary description of the investment opportunity and/or the investment structure. It is strictly to provide a general overview of the investment opportunity and therefore cannot contain all facts and information pertaining to the Proposed Vehicle and this potential investment opportunity. The Brochure does not purport to provide all information in relation to, the current investment opportunity and future prospects. The information contained within the Brochure may be subject to change as circumstances change and there is no obligation to ensure the currency of information prior to investment. Neither the Property Advisor nor Cantor undertake any obligation to provide any potential investor with access to any additional information, to update or correct any inaccuracies which may become apparent or to reflect any other information made available in connection with this Brochure. This Brochure does not constitute a prospectus and has not been prepared in accordance with the Prospectus Directive 2003/71/EC on prospectus. The prospectus of the Proposed Vehicle will when issued avail of an exemption under the Prospectus Directive 2003/71/EC and accordingly, also will not constitute a prospectus published in accordance therewith. Furthermore, this Brochure is not an offering document for the purposes of section 68 of the Companies Act 2014, or any other applicable laws in force in Ireland. This is a high risk investment in that clients may lose part or all of their investment and therefore it may not be suitable or appropriate for all potential investors. Please refer to risks in Section 14 of this Brochure. This investment opportunity is conditional on the successful establishment of an efficient tax vehicle (likely to be an Irish authorised QIAIF) (the “Proposed Vehicle”). On establishment of the Proposed Vehicle, investors will be sent a copy of the Proposed Vehicle’s Prospectus, Fund Supplement and Key Information Document ("KID") which are the legal documents detailing all of the key features of the Proposed Vehicle and the responsibilities carried out by all parties involved in the operation and management of the Proposed Vehicle. It is important that all investors carefully read the Proposed Vehicle’s Prospectus, Supplement and KID on receipt of these documents as they outline the terms and features of the investment. They will be available online at https://cantorfitzgerald.ie/private-clients/latest-products/ In order to apply to invest in the Proposed Vehicle, the prospective investor must certify that they are a Qualifying Investor. Details of this certification are set out in the fund application form. An overview of the criteria for a Qualifying Investor is also set out in Section 13 of this Brochure. Where the investor has any queries in this regard, they should seek professional financial advice. Before committing to this investment, it is important that investors should consult their professional property, financial and taxation advisors, and have regard to the risks involved, their own financial circumstances and their tax position. Property is a long-term investment and may not be suitable as a short or medium term investment. It is anticipated that this investment will have a hold period of 5 years but this is an estimate only. The investment timeframe will be dependant on market conditions suitable to sell the property. Please note that the taxation regime, pensions rules, legislation and interest rates may change during the investment period. WARNING: The income you get from this investment may go down as well as up, and will fluctuate dependant on rental income levels and costs. WARNING: This is a high risk investment. You may lose all or part of the money you invest. The value of your investment may go down as well as up. WARNING: If you invest in this product it is anticipated that you will not have any access to your money for at least a five year period. Cantor is a member of the Irish Stock Exchange and the London Stock Exchange and is regulated by the Central Bank of Ireland. PAGE 2
Blackwater Retail Park Contents 1. EXECUTIVE SUMMARY 4 2. FEATURES OF THE INVESTMENT OPPORTUNITY 5 2.1 Asset Features 5 2.2 Investment Features 5 3. PROPERTY INVESTMENT ADVISOR 6 4. OVERVIEW OF BLACKWATER RETAIL PARK 7 5. ACQUISITION PRICE AND YIELD 9 6. INVESTMENT RATIONALE 10 6.1 Income Profile 10 6.2 Location 10 6.3 Property Asset Management Opportunity 11 7. RETAIL WAREHOUSE MARKET DYNAMICS 13 7.1 Why Box Retail 13 7.2 The Retail Market 13 7.3 Drivers of Retail Performance 13 8. FINANCIAL RETURN PROJECTIONS 15 8.1 Base Case Financial Projection and Illustrative Return 15 8.2 Upside Financial Projection and Illustrative Return 17 8.3 Downside Financial Projection and Illustrative Return 18 8.4 Scenario Summary 19 9. FEES AND CHARGES 20 10. PROPOSED STRUCTURE 21 11. CONFLICTS OF INTEREST 23 12. PARTIES INVOLVED 23 13. QUALIFYING INVESTOR 24 14. RISK AND REGULATION 24 PAGE 3
Blackwater Retail Park 1. EXECUTIVE SUMMARY • Acquisition of Blackwater Retail Park, Navan, County Meath for c.€21.5m inclusive of costs. • An ungeared, income producing, property investment opportunity. • The retail park extends to 137,805 sqft comprising 8 units, 7 of which are let (92% occupancy). • Net Operating Income (“NOI”) of €1.75m on acquisition. • 69% of NOI is underpinned by Grafton Group plc guarantee (Woodies DIY). • Weighted Average Unexpired Lease Term (“WAULT”) of 10 years. Target total return 137,805 sqft Target Asset of 34% over 5 years Ungeared of Box Retail distribution of management (distributions and Investment Space 6% per annum opportunities capital uplift) • The property management will be carried out by Eamonn Duignan via a management company Lexeme Properties Limited. • Eamonn is a property professional with experience of the retail sector in Navan having previously acquired and redeveloped the Navan Town Shopping Centre. • Asset management opportunities identified over the next 5 years are outlined below: Letting Vacant Unit Introduction of food and beverage (8% of overall property area) options on site Asset Management Working with existing tenants with Improve overall facilities and quality upcoming breaks of retail park • Anticipated sale of the property within a 5 year time-frame. Years 1-5 Sale Year 5 Acquistion c.€21.5m Forecast 6% Distribution Forecast Return €22.9m (including costs and fees) Asset Management (excess cash and property sale) • Minimum investment €100,000. Investors must be Qualifying Investors, see Section 13. • Investment is through shares in the Proposed Vehicle which is currently being established (see Section 10). • A placement fee of 2% of the amount invested is payable by the investor. • The investment proceeding is subject to successful establishment of the Proposed Vehicle to acquire the property and sufficient equity funds being raised to complete the acquisition. WARNING: The target annual distribution of 6% may be lower than forecast where rent levels are lower or costs are higher than anticipated. WARNING: The target 5 year hold period may be longer or shorter than anticipated depending on market conditions. PAGE 4
Blackwater Retail Park 2. FEATURES OF THE INVESTMENT OPPORTUNITY Blackwater Retail Park is a purpose built retail facility comprising of 8 units. The retail park is anchored by Woodies DIY. Other occupiers include, Curry’s PC World, Harry Corry, Choice Retail and Ben Dunne Gyms. The property is located near Navan town, with convenient access to the M1 the M3 motorway. 2.1 Asset Features Acquisition Price (inclusive of costs) c.€21.5m Square Feet 137,805 Capital Value (inclusive of costs) €156 psf Current Net Operating Income €1.75m Current Occupancy 92% WAULT (Weighted Average Unexpired Lease Term) c.10 Years Estimated Replacement Cost. Including Costs, Excluding Site Value (Source OBJ Quantity Surveyors) c.€25m 2.2 Investment Features Proposed Structure QIAIF Leverage Zero Equity (inclusive of costs, excluding 2% placement fee) c.€21.5m Forecast Annual Distribution 6% Forecast IRR/ Forecast Times Money 6.6%/1.34x Forecast Investment Term 5 Years Forecast Return on €102,000 Invested (over 5 years) €136,371 Investor Placement Fee 2% WARNING: These figures are estimates only. They are not a reliable guide to future performance. Final acquisition price may vary where the acquistion costs are higher than forecast. This Brochure is a marketing document only. Final terms and projections may vary. Investors will be sent a Fund prospectus, supplement and Key Information Document which will be the legal documents governing the Fund and will detail the terms of investment. PAGE 5
Blackwater Retail Park 3. PROPERTY INVESTMENT ADVISOR • Lexeme Properties Limited (“Lexeme”), a company incorporated by Eamonn Duignan (“ED”) will carry out the asset management of the property including re-negotiation of leases and letting of vacant units. • ED is a property professional with in excess of 40 years of property experience. ED has been involved in all aspects of the sector including as advisor, manager and principle. • From 1995 to 2015, ED was responsible for the management of a large retail portfolio with an annual income in excess of €15m per annum. The portfolio included shopping centres in both Ireland and the UK. • In addition to asset and estate management, ED was involved in the construction of in excess of 1,000,000 sqft of commercial property. • ED acquired and redeveloped the Navan Town Shopping Centre in partnership in the early 1990’s. When it was acquired it comprised 92,000 sqft. Today it extends to in excess of 300,000 sqft. • ED will work with a number of property professionals who will assist in letting vacant units and the daily administration functions. PAGE 6
Blackwater Retail Park 4. OVERVIEW OF BLACKWATER RETAIL PARK • Blackwater Retail Pak, Navan is a purpose built retail park comprising 8 units totalling 137,805 sqft. • The retail park is located near Navan town with convenient access to both the M3 and M1 motorway. • The retail park is anchored by Woodies DIY with other tenants including Curry’s PC World, Harry Corry, Choice Retail and Ben Dunne Gym. A summary on the various tenanted units is provided below. UNIT 1 HARRY CORRY • Harry Corry occupies Unit 1 totalling 7,509 sqft. • Established in 1968, Harry Corry is a supplier of curtains and bedding across Ireland and the UK. • Harry Corry has 52 retail outlets throughout the Republic of Ireland, Northern Ireland and Scotland and employs in excess of 500 staff. • The store contributes 5% of the portfolio income. UNIT 2 RIGHT PRICE TILES • Right Price Tiles occupies Unit 2 totalling 7,527 sqft. • Established in 1999, the business specialises in the sale of tiles and wood flooring. • Right Price Tiles operates from 26 outlets nationwide. • The store contributes 5% of the portfolio income. UNIT 3 & 4A VACANT • Units 3 & 4A totalling 11,410 sqft are currently vacant and marketed to let. • Prior to the amalgamation of Currys and PC World this unit was occupied solely by PC World. • There is an active letting enquiry in relation to this unit. UNIT 4B & 5 CURRYS PC WORLD • Currys PC World occupies Units 4B&5 totalling 11,249 sqft. • Curry’s PC World operates from 23 stores nationwide. It is a specialist electrical appliance and computer retailer. • Curry’s PC World is owned by Dixons Carphone plc, a multinational consumer electrical and mobile retailer and services company, employing over 42,000 people in nine countries. • The store contributes 9% of the portfolio income. PAGE 7
Blackwater Retail Park UNIT 6 WOODIES DIY • Woodies DIY occupies Unit 6 totalling 49,290 sqft. • Woodies was established in 1987. It is a leading Irish DIY and home improvement retailer operating from 37 stores nationwide. • Woodies is a 100% subsidiary of Grafton Group plc. • The store contributes 59% of the portfolio income. UNIT 7 CHOICE RETAIL • Choice Retail occupies Unit 7 totalling 9,553 sqft (plus a 5,415 mezzanine area). • Choice was established in 1976. It sells a range of products including DIY, leisure, household, hardware, kitchenware, electrical, furniture, gift & home, health & beauty, confectionery, petcare, toys and stationery. • Choice operates from 8 locations in the Republic of Ireland. • The store contributes 7% of the portfolio income. UNIT 8 WOODIES DIY • Unit 8 totalling 9,193 sqft is currently leased to Woodies DIY, however it is not currently occupied. • The store contributes 10% of the portfolio income. UNIT 9 AND BASEMENT BEN DUNNE GYMS • Ben Dunne Gyms occupies Unit 9 and the basement totalling 26,659 sqft. • Established in 1995, Ben Dunne Gyms operates in 9 locations across Ireland and the UK. • The gym contributes 4% of the portfolio income. PAGE 8
Blackwater Retail Park 5. ACQUISITION PRICE AND YIELD IMPORTANT: Please note that the costs below may vary and are indicative based on current estimates. Where overall costs are higher this would result in a lower acquistion yield. • The property is being purchased for €18.446m providing a net initial yield of 8.6% after standard purchaser costs of 9.96%. • The 9.96% standard purchaser costs include 7.5% stamp duty, 1% legal and due diligence fees plus VAT and 1% property advisory fees (cover fees to Lexeme Properties Limited and certain property DD fees) plus VAT. • An initial cash balance of €400,000 is to cover potential capital expenditure items (for example adding new facilities to the site) and any unanticipated costs. • Cantor acquistion fee is 4% of funds raised. • An investment placement fee of 2% of funds invested is charged to the investor. • After all fees and costs, including an inital cash balance for the fund, the acquisition yield on the property is 8.0%. This is before annual costs associated with the property and running the Proposed Vehicle. Blackwater Retail Park, Navan % Acquistion Cost Net Operating Income Yield Purchase Price 18,446,200 1,750,043 9.5% Legal and DD Costs (% Property Price)* 1.23% 226,888 Lexeme Properties Ltd and certain DD costs (% Property Price)* 1.23% 226,888 Stamp Duty (% Property Price) 7.5% 1,383,465 Total Price Including Standard Acquistion Costs 20,283,442 1,750,043 8.6% Initial Cash Balance 400,000 Cantor Acquisition Fee (% funds raised) 4% 827,338 Total Price Including Structuring Costs and inital cash balance 21,510,779 1,750,043 8.1% Investor Placement Fee (% amount invested) 2% 430,216 Total Investment Amount 21,940,995 1,750,043 8.0% *Inclusive of VAT at 23%. PAGE 9
Blackwater Retail Park 6. INVESTMENT RATIONALE 6.1 Income Profile • Blackwater Retail Park has a WAULT of c.10 years to next break. • 69% of income is contracted to Woodies DIY which is backed by a Grafton Group plc covenant. • The 10 year WAULT to break and the strong Grafton Group plc covenant provide for an attractive income profile from an investment perspective. • A summary of the tenancy profile is below: Unit Tenant Sqft Net Operating Net Rent Lease Earlier of Income per sqft Start Break/ Expiry Unit 1 Harry Corry 7,509 95,000 12.7 08/02/08 07/02/33 Unit 2 Right Price Tiles 7,527 95,000 12.6 01/05/15 01/05/21 Unit 3 & 4a Vacant 11,410 (16,204) Unit 4b & 5 PC World 11,249 167,500 14.9 20/12/06 19/12/24 Unit 6 Woodies DIY 49,290 1,038,551 21.1 14/07/06 13/07/31 Unit 7 Choice Retail* 14,968 130,000 8.7 01/03/18 01/03/29 Unit 8 Woodies DIY 9,193 177,158 19.3 01/10/09 30/09/34 Unit 9 Ben Dunne Gym 26,659 63,038 2.4 01/12/15 01/12/22 Total 137,805 1,750,043 *Floor area includes c.5.4k sqft of mezzanine floor area. 6.2 Location • A key factor in assessing retail parks as an investment opportunity is the location and related demographics. • There is a high correlation between sales in stores in retail parks and new house sales. A retail park with strong sales generally results in the ability to retain tenants, attract new tenants and set higher rent levels. • Navan town is the 5th largest town in Ireland with a population of in excess of 30,000 per the 2016 census. • Navan town has a strong growth dynamic with the population rising from 24,851 to 30,173 (21.4%) in the period 2006-2016. • There is a significant pipeline of new housing developments in the greater Navan area. Current new housing developments which are anticipated include: - Three sites being developed by Glenveagh plc with potential for in excess of 1,000 units. - Lands held by Davy Hickey with potential for c.500 units. - Lands being developed by Granbrind with potential for c.300 units. • The growth rate of Navan’s population together with new house-building and favourable demographics make it an attractive retail park location. • The map below shows some of the development ongoing in the proximity of Navan town. PAGE 10
Blackwater Retail Park Cluain Adain (Glenveagh) current phase c.250 units M3 Dunville (Granbrind) c.300 units Cois Glaisin (Glenveagh) c.300 units 6.3 Property Asset Management Opportunity • There is an opportunity to add value to Blackwater Retail Park through a number of asset management initiatives. Current Dynamic Asset Management On Exit Letting vacant unit, Vacant Unit working with existing • Higher Footfall tenants with breaks • Higher Rental Income Enhance and improve Lacking Facilities facilities and tenant mix • Lower Yield Costa Coffee* and Food • Higher Sale No Food and Beverage Offering to increase Price Offering dwell time Annual Forecast Purchase Year 1 Year 1-5 Distribution Year 5 Return €21.5m c.6% €22.9m *Costa Coffee site does not form part of what is being acquired Letting Vacant Units and Working with Existing Tenants with Breaks • There is a vacant unit extending to c.11k sqft. A number of potential tenants have been identified for this. PAGE 11
Blackwater Retail Park • Letting this unit will add rental income and reduce expenses (service charge). An additional tenant is also expected to bring increased customers to the retail park thereby increasing footfall. • Woodies DIY currently leases Unit 8 which is c.9k sqft, however the unit is vacant. There may be an opportunity to find an alternative tenant for this site. Again adding additional stores to the site is expected to increase footfall. • There are three upcoming breaks during the 5 year term (Right Price Tiles, PC World and Ben Dunne Gyms). There is an opportunity to work with tenants to ensure the position is optimised when these breaks are due. Food and Beverage Offering • There is currently planning permissions granted for a single storey coffee shop and a drive thru restaurant. • The opportunity to add food and beverage offerings to the site is expected to increase footfall and the overall performance of the retail park. • The drive thru site is in the process of being sold to Costa Coffee who are expected to develop the site. Note this site does not form part of what is being acquired. • There is also the opportunity to add a further food and beverage offering on the additional development site. The additional development site does form part of what is being acquired. Costa Coffee Additional Location Development Site PAGE 12
Blackwater Retail Park 7. RETAIL WAREHOUSE MARKET DYNAMICS 7.1 Why Box Retail Opportunity to acquire at attractive yield Consumer shift towards retail parks. below replacement cost Better access and parking. Why Box Retail Bulky goods not as impacted by Longer dwell time in retail parks driven by better online trends food and beverage offerings and more ‘open retail’ 7.2 The Retail Market • The retail sector has encountered a number of challenges in recent years including the impact of e-commerce. • The retail warehouse sub-sector has been less affected due to the nature of goods being sold which are less suited to online business models. Goods sold in retail warehouses are generally bulky goods for example electronics, furniture, DIY related items and other household items. • Retail warehouses tend to have better car parking and are generally on the outskirts of towns and cities, providing more convenient access. This can make them more attractive to consumers than traditional high street stores. • The MSCI (IPD) rental series for 2018 show +6.5% year on year rental growth in the retail warehousing sub-index, compared with -1.7% year on year on Grafton St., -4.8% Henry St. and +1.5% retail overall. • In addition, per CSO statistics, sales of goods typically sold in retail warehouses have performed comparatively well in 2018 with Furniture and Lighting +3.2%, Hardware Paints & Glass +5.0%, Electrical Goods +9.6% all outperforming the annual average change of 2.3%. 7.3 Drivers of Retail Performance • A strong economic environment generally supports growth within the retail sector. • The current outlook for the economy is positive with some key indicators below. Indicator Expectation Continued growth expected; 2.8% forecast increase in employment in 2019 with Employment 70,000 additional jobs created Unemployment Forecast to fall from 2018 level of 5.8% to 5.2% GDP Forecast growth of 4.0% in 2019 Consumer spending Forecast growth of 2.5% in 2019 following growth of 3.4% in 2018 Recent wage figures show that the average full time worker is now earning 8% Wages more than in 2008 Source: IBEC Q3 2019 Quarterly Economic Outlook PAGE 13
Blackwater Retail Park • Another important consideration when looking at the outlook for retail sales, particularly in the retail warehouse category, is population growth and house building levels. • TWM Property Advisors have examined the correlation between the sales of household goods and a number of key economic drivers. • Household Goods: Correlation with key indicators Correlation Matrix Employment House Completions No Lag Furniture and Lighting 0.99 0.92 Hardware, Paints and Glass 0.97 0.95 Electrical Goods 0.97 0.92 Household Equipment 0.99 0.94 Source: TWM Research from CSO, and Department of Housing, Planning and Local Government • For all four categories of goods, the correlation is strong with both the level of employment and house completions. • Therefore, house completions appear to have a strong influence on the performance of the retail warehousing market. Given this important link and the current focus of public policy on the housing sector, TWM have examined the recent level of house completions. • While the absolute housing numbers remain below the long-term requirement, they are now growing year on year, per the graph below. House Completions 20,000 18,000 Increase of 150% in 3 Years 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 - 2012 2013 2014 2015 2016 2017 2018 Source: Department of Housing, Planning and Local Government • The current level of and growth in house completions suggests that demand for household goods will increase. This excludes additional demand generated by consumers upgrading or replacing equipment in existing houses and apartments, which is likely to increase as the general consumer economy indicators remain positive. • This presents a potential opportunity for investors in the retail warehousing sector, either through increased occupier demand or rent levels. • The combination of the expected increase in supply in the residential market combined with the general economic recovery points to increased demand for household goods. A rising population and falling household size is also expected to enhance the performance of retail parks. PAGE 14
Blackwater Retail Park 8. FINANCIAL RETURN PROJECTIONS WARNING: These figures are estimates only. They are not a reliable guide to future performance. 8.1 Base Case Financial Projection and Illustrative Return The base case financial return projection is set out below. Notes to the projections provide further detail. The below table shows illustrative projected annual financial performance. The forecast distribution is not expected to be paid until approximately 3 months post year end pending finalisation of financial statements and approval from the Board of the Proposed Vehicle. The illustrative return in the second table shows the expected timing of the investor cashflows. Financial Summary € Notes 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23 31/12/24 Investment Note 1 (21,510,779) Investor Placement Fee Note 1 (430,216) Total Rent Note 2 1,803,102 1,752,668 1,869,105 1,942,732 1,977,858 Total Service Charge Note 3 (54,439) (45,298) (42,607) (38,122) (38,122) Net Operating Income 1,748,664 1,707,370 1,826,498 1,904,610 1,939,736 Less Annual Management Fee Note 4 (96,062) (95,053) (97,382) (98,855) (99,557) Forecast Investor Distribution Note 5 (1,290,647) (1,290,647) (1,290,647) (1,290,647) (1,290,647) Fund Costs Note 6 (150,000) (150,000) (150,000) (150,000) (150,000) Annual Contingency/ Other Costs Note 7 (100,000) (100,000) (100,000) (100,000) (100,000) Total 111,955 71,670 188,469 265,108 299,532 Opening Cash Balance 400,000 511,955 583,625 772,093 1,037,202 Closing Cash Balance Note 8 511,955 583,625 772,093 1,037,202 1,336,733 Net Proceeds From Property Sale 21,719,713 Asset Management Promote (175,289) Net Proceeds Returned to Investor On Exit Note 9 22,881,157 Based on the above projections, an illustrative return for an investor who invests €100,000 is set out below. This assumes payments are made in March each year with an exit on 31st December 2024. Projected Return - Investment of €100,000 31/12/19 31/03/21 31/03/22 31/03/23 31/03/24 31/12/24 Initial Investment (100,000) Investor Placement Fee (2%) (2,000) Investor Annual Distribution 6,000 6,000 6,000 6,000 6,000 Net Property Sale and Excess Cash 106,371 Net Cashflow (102,000) 6,000 6,000 6,000 6,000 112,371 Projected IRR 6.6% Times Money 1.34 Notes to Base Case Financial Projections Note 1 Total Investment cost is c.€21.5m. In addition a placement fee of 2% is payable by the investor. A breakdown of this is provided in Section 5. PAGE 15
Blackwater Retail Park Note 2 This is the total projected annual rental income from tenants. €1.2m of this rent is from Woodies DIY which is guaranteed by the Grafton Group plc. Note this income may vary depending on the outcome of letting vacant space (assumed 24 month void including rent free), rent reviews and tenant breaks (there are 3 tenant breaks during the period, it is assumed one will break). Note 3 Service charge is payable for vacant units. This totals €1.43 psqft (management charge and insurance cost). In addition, the landlord pays Ben Dunne Gym service charge under the terms of their lease. Note 4 Annual management fee comprises (i) 2% of annual rent payable to Lexeme Properties Limited as property advisor and (ii) 0.3% of the year end Net Asset Value ("NAV") of the Proposed Vehicle payable to Cantor as Investment Manager. Note 5 This relates to the 6% forecast annual investor distribution. Note this distribution is not guaranteed and depends on rent received from tenants and costs. The distribution is expected to be paid c.3 months post year end on finalisation of the financial statements and receipt of approval from the Board of the Proposed Vehicle. Note 6 This relates to annual costs of running the Proposed Vehicle. The primary costs are the fees paid to administration service providers to the Proposed Vehicle of €36,000 per annum and fees paid to the Alternative Investment Fund Manager (“AIFM”) of €50,000 per annum. Other Proposed Vehicle costs include valuation costs, audit costs and regulatory and compliance related costs. Note 7 Annual costs and contingency relate to property running costs including; any repairs carried out which are the responsibility of the landlord, letting agent’s fees, legal fees and any other ongoing property costs. Note 8 This is the forecast cash balance of the Proposed Vehicle. This may be distributed to investors earlier than the projected exit date. Note 9 Net proceeds to the client on exit are forecast at €22.9m which includes the sale proceeds from the property, any cash on account less the asset manager promote (20% of profits above a 6% IRR). It is assumed that the property will be sold after 5 years at a yield of 8% resulting in a sale price of €21.7m (see calculation below). Key Exit Assumptions € Date Sold 31/12/24 Exit Yield 8.0% Net Operating Income on Exit 1,939,736 Exit Price After Standard Purchaser Costs 9.96% 22,050,470 Less Sale Costs 1.50% (330,757) Net Sale Price 21,719,713 This compares to a purchase yield of 8.6%. This anticipated improvement in yield is forecast due to the following: - It is anticipated that the retail park will be improved due to the delivery of asset management initiatives including adding a food and beverage offering and letting vacant units. This is expected to lead to higher footfall and improvement in the overall quality of the retail park. - Improvement in sentiment towards investment in retail parks is anticipated due to continued strong performance compared to traditional retail. - It is expected that rent levels in the sector will continue to increase, increasing attractiveness for prospective purchasers. PAGE 16
Blackwater Retail Park 8.2 Upside Financial Projection and Illustrative Return WARNING: These figures are estimates only. They are not a reliable guide to future performance. An upside financial return projection is set out below. Notes to the projections provide further detail. The below table shows illustrative projected annual financial performance. The forecast distribution is not expected to be paid until approximately 3 months post year end pending finalisation of financial statements and approval from the Board of the Proposed Vehicle. The illustrative return in the second table shows the expected timing of the investor cashflows. Financial Summary Notes 31/12/19 31/12/20 31/12/21 31/12/22 Investment (21,510,779) Investor Placement Fee (430,216) Total Rent Note 1 1,933,472 1,977,313 1,990,202 Total Service Charge (42,201) (38,122) (38,122) Net Operating Income 1,891,271 1,939,191 1,952,079 Less Annual Management Fee (98,669) (99,546) (99,804) Forecast Investor Distribution (1,290,647) (1,290,647) (1,290,647) Fund Costs (150,000) (150,000) (150,000) Annual Contingency/ Other Costs (100,000) (100,000) (100,000) Total 251,995 298,998 311,629 Opening Cash Balance 400,000 651,995 950,952 Closing Cash Balance 651,955 950,952 1,262,581 Net Proceeds From Property Sale 23,385,331 Asset Management Promote (516,320) Net Proceeds Returned to Investor On Exit Note 2 24,131,592 Based on the above projections, an illustrative return for an investor who invests €100,000 is set out below. This assumes payments are made in March each year with an exit on 31st December 2022. Projected Return - Investment of €100,000 31/12/19 31/03/21 31/03/22 31/12/22 Initial Investment (100,000) Investor Placement Fee (2%) (2,000) Investor Annual Distribution 6,000 6,000 6,000 Net Property Sale and Excess Cash 112,184 Net Cashflow (102,000) 6,000 6,000 118,184 Projected IRR 8.8% Times Money 1.28 Notes to Upside Financial Projections Note 1 The total estimated rent under the upside scenario is higher than base case due to higher rental assumptions on rent reviews and new lettings. It is assumed that there will be a 12 month void for the vacant space (including rent free) as opposed to 24 months in the base case. It is assumed there will be no tenant breaks (compared to one in the base case). PAGE 17
Blackwater Retail Park Note 2 The upside case assumes that asset management initiatives are completed in a shorter time period and that the property is sold after 3 years. An exit yield of 7.5% is assumed resulting in a net property sale price of €23.4m. Similar to the base case scenario, yield compression is assumed due to the improvement in the footfall and quality of the retail park and due to the improved sentiment towards the asset class. It is assumed that higher rent levels and improved sentiment will occur at an earlier stage due to faster than anticipated economic growth leading to the retail park being disposed of at an earlier stage. The calculation of the projected exit price is outlined below. Key Exit Assumptions € Date Sold 31/12/22 Exit Yield 7.5% Net Operating Income on Exit 1,957,958 Exit Price After Standard Purchaser Costs 9.96% 23,741,453 Less Sale Costs 1.50% (356,122) Net Sale Price 23,385,331 8.3 Downside Financial Projection and Illustrative Return WARNING: These figures are estimates only. They are not a reliable guide to future performance. For the purposes of providing a downside scenario, we have assumed that all tenants exercise their breaks and tenants do not renew leases on expiry. These projections are outlined below with corresponding notes. The below table shows illustrative projected annual financial performance. The forecast distribution is not expected to be paid until approximately 3 months post year end pending finalisation of financial statements and approval from the Board of the Proposed Vehicle. The illustrative return in the second table shows the expected timing of the investor cashflows. December Financial Summary €'000 Notes 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Investment (21,511) Investor Placement Fee (430) Total Rent Note 1 1,803 1,740 1,700 1,608 1,969 1,441 1,441 1,441 1,441 1,332 1,311 791 Total Service Charge (54) (62) (65) (65) (65) (81) (81) (81) (81) (99) (103) (138) Net Operating Income 1,749 1,678 1,635 1,543 1,904 1,359 1,359 1,359 1,359 1,233 1,208 653 Less Annual Management Fee (96) (95) (94) (92) (93) (83) (83) (83) (74) (72) (71) (61) Fund Costs (150) (150) (150) (150) (150) (150) (150) (150) (150) (150) (150) (150) Annual Contingency/ Other Costs (100) (100) (100) (100) (100) (100) (100) (100) (100) (100) (100) (100) Total 1,403 1,333 1,291 1,201 1,561 1,027 1,027 1,027 1,036 912 887 343 Distribution Note 2 (1,403) (1,333) (1,291) (1,201) (1,561) (1,027) (1,027) (1,027) (1,036) (912) (887) (343) Opening Cash Balance 400 400 400 400 400 400 400 400 400 400 400 400 Closing Cash Balance 400 400 400 400 400 400 400 400 400 400 400 400 Net Sale Proceeds 10,000 Return to Investor on Exit Note 3 10,400 PAGE 18
Blackwater Retail Park Based on the above projections, an illustrative return for an investor who invests €100,000 is outlined below. This assumes payments are made in March each year with an exit on 31st December 2031. December March March March March March March March March March March March Dec Financial Summary €'000 2019 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2031 Initial Investment (100,000) Investor Placement Fee (2%) (2,000) Investor Annual Distribution 6,521 6,199 6,000 5,583 7,255 4,773 4,773 4,773 4,814 4,238 4,123 1,593 Net Property Sale and Excess Cash 48,348 Net Cashflow (102,000) 6,521 6,199 6,000 5,583 7,255 4,773 4,773 4,773 4,814 4,238 4,123 49,941 Projected IRR 0.8% Times Money 1.07 Notes to Downside Financial Projections Note 1 The rental income projection assumes that only currently contracted rent is received with all tenants exercising their break clauses and no new lettings. It is assumed that the asset is held until the majority of the rental income stream has terminated in 2031 (12 years). Under this scenario the investor would receive c.60% of capital invested in the period to 2031 from the rental income for the property. Note 2 It is assumed that all available cash after costs is distributed to investors annually. Note 3 It is assumed that in a downside scenario, net proceeds of €10m would be realisable for the property on exit. This figure is viewed as achievable given the sites location, existing buildings and zoning. This example illustrates that even where it is assumed that all leases break and there is a material reduction in the property value the investor capital (through rental income and the sale of the property) would still be returned over the longer 12 year time horizon. 8.4 Scenario Summary WARNING: These figures are estimates only. They are not a reliable guide to future performance. A summary of the Financial Metrics of the various scenarios is provided below. Assumptions Base Case Upside Case Downside Case Net Operating Income on Entry €1.75m €1.75m €1.75m Net Operating Income on Exit €1.94m €1.96m n/a Hold Period 5 Years 3 Years 12 Years Exit Yield 8.0% 7.5% n/a Forecast Investor IRR 6.6% 8.8% 0.8% Forecast Investor Times Money 1.34x 1.28x 1.07x Forecast Total Return on €102,000 Investment €136,371 €130,184 €108,991 Note, forecast returns are net of fees but before deduction of tax PAGE 19
Blackwater Retail Park 9. FEES AND CHARGES Cantor Placement Fees • The investor will pay a Placement Fee of 2% of the amount they invest. The following non-exhaustive list of costs and expenses will be payable from assets of the fund in accordance with the Proposed Vehicle’s prospectus. 1. Upfront Fees • Cantor will be paid an acquistion fee of 4% of the total amount raised. • Lexeme Properties Limited will be paid a property advisory fee of 1% of the purchase price of the property plus VAT where applicable, less certain property due diligence costs. • Fees related to the acquisition of the property will be paid on closing. These include stamp duty (7.5% of property cost), legal and tax advisory costs (estimated 1% of property cost plus VAT). • Where an investor has invested through an authorised intermediary appointed by Cantor they will be paid a fee of 2.5% of the amount invested from the overall fee received by Cantor. This fee is paid for distribution of the product. 2. Annual Fees • An annual asset management fee of 2% of the rent received will be paid to Lexeme Properties Limited. • An annual investment management fee of 0.30% of the Net Asset Value ("NAV") of the Proposed Vehicle at year end will be paid to Cantor. • An annual fee of €50,000 will be paid to the AIFM responsible for insuring compliance with the Proposed Vehicles policies, investment objectives and internal procedures. • All costs associated with running the Proposed Vehicle including trustee fees, administration fees, valuation fees, regulatory fees, accountancy fees, legal fees and estate agent fees will be payable from the Proposed Vehicle. 3. Performance and Exit Fees • A performance fee will be payable on exit to be divided equally between Lexeme Properties Ltd and Cantor. This will be calculated as 20% on any profit achieved by investors above a 6% IRR. • Anticipated sale costs on exit (including estate agent fees, legal fees, etc.) are estimated at 1.5% of the value of the property. PAGE 20
Blackwater Retail Park 10. PROPOSED STRUCTURE • The anticipated structure of the investment is outlined below. Please note that this may be subject to some variation as the structure is currently being established. Note, the investment proceeding is subject to the establishment of the Proposed Vehicle. • Qualifying Investors will commit to the investment by signing the Fund Application Form and transferring funds to their Cantor account. • The Proposed Vehicle is currently being established to acquire the property. It is expected to be a QIAIF, an Irish corporate vehicle designated for investment funds and regulated by the Central Bank of Ireland. • Once the Proposed Vehicle has been established, Cantor will subscribe for units in the fund on behalf of the investors pro-rata to their subscription amount. • In accordance with the Fund Prospectus, shares in the Fund will be registered in the investor name by the Fund Administrator. The investment will be shown as a valuation unit in your portfolio statement from Cantor to facilitate you monitoring same. Valuation units are not held in custody by Pershing or Cantor and the investment is outside the protection afforded to client assets under the Central Bank of Ireland Client Asset Requirements. These assets will not be eligible under the Investor Compensation Scheme. Please refer to section 4 of Cantors Client Asset Key Information Document (CAKID – section ) online at https://cantorfitzgerald.ie/wpcontent/uploads/2019/11/CAKID- 2019-Final.pdf for details of how your assets are held. Qualifying Investors €21.5m Merrion Capital Specialist Investment Funds p.l.c Cantor Property Income Sub-fund (QIAIF) Alternative Property Investment Fund Custodian Manager (anticipated to be a Cantor Group Company) Administrator Investment Manager - Legal Adviser Cantor Fitzgerald McCann Ireland Fitzgerald Property Advisor - Valuation Agent Lexeme Properties TWM Property Blackwater Retail Park Limited Navan PAGE 21
Blackwater Retail Park 10.1 Proposed Features Cantor Property Income Fund (“the Proposed Vehicle”) Fund Structure • It is expected that the Proposed Vehicle will be regulated by the Central Bank of Ireland as a QIAIF (Qualifying Investor Alternative Investment Fund) Qualifying Investors • The Proposed Vehicle will be open to Qualifying Investors. See section 13 for an explanation of Qualifying Investor. • In order to be classified as Qualifying Investors, investors must be professional investors or will need to complete the fund application form confirming that they have the requisite knowledge and experience to properly evaluate the merits and risks of the investment. Distribution • The Proposed Vehicle will have a target annual distribution of 6%. Anticipated Term • 5 Years. Anticipated Exit • Sale of the property or other re-financing event. Taxation • On the basis that it will be a QIAIF, the Proposed Vehicle would fall under the gross roll-up, exit tax regime. • Irish resident investors (who are not exempt, such as pension funds) will be subject to exit tax, which currently stands at a rate of 41% (or 25% for companies which have made an election), on all income and gains earned from the investment in the Proposed Vehicle, including income and gains arising from rental profits, capital gains and dividends. • Exit tax will apply to any fund distributions, any redemptions, and on each 8th anniversary deemed disposal event. • Exempt investors such as pension investors are not subject to exit tax liability, provided they make the relevant declaration to that effect to the Proposed Vehicle. • Foreign tax residents may be subject to a withholding tax of 20% on income and gains. • Further information will be outlined in the taxation section of the Proposed Vehicle’s prospectus. • The above information does not constitute tax advice and all investors should consult with their own personal tax advisors to confirm the tax treatment which is applicable to them. Warning: The above is for illustrative purposes and does not constitute tax advice. Prospective Investors should not place any reliance on the content herein and are advised to consult their tax advisor having regard to their own particular circumstances before participating in this investment PAGE 22
Blackwater Retail Park 11. CONFLICTS OF INTEREST The following is a non-exhaustive list of relationships and situations that may give rise to potential conflicts of interest on this investment. • Cantor are acting as the Investment Manager and will receive a fee for this service, details of which are set out in Section 9. • A Cantor Fitzgerald Group Company (the “CFGC”) will act as AIFM for this transaction and will receive a fee for this service, details of which are set out in Section 9. 12. PARTIES INVOLVED The parties listed below are anticipated to be involved in the transaction structuring or following establishment of the Proposed Vehicle. These may be subject to change as the Proposed Vehicle is not yet established. Alternative Investment Fund Manager (“AIFM”) A Cantor Fitzgerald Group Company (the “CFGC”) will act as AIFM to the Proposed Vehicle. Their role is to monitor and control the key management functions of the Proposed Vehicle. The CFGC will ensure the Proposed Vehicle and its appointed service providers are complying with relevant regulations, fund policies, investment objectives and internal procedures. Investment Manager Cantor Fitzgerald Ireland Limited will undertake investment management of the assets held by the Proposed Vehicle. As investment managers, Cantor will have sole discretion on the timing of the sale of the assets in the Proposed Vehicle. Property Advisor Lexeme Properties Limited owned by Eamonn Duignan will provide property management services to the Proposed Vehicle. This entity will be responsible for re-negotiating leases and re-letting of vacant units. Legal Counsel to the Fund McCann Fitzgerald will act as legal counsel to the Proposed Vehicle. Legal Advice on Property Acquisition Arthur Cox will provide legal advice on the acquisition of the property. Tax Advice McCann Fitzgerald will provide tax advice in relation to structuring the Proposed Vehicle. KPMG will provide tax advice in relation to the acquistion of the Property. Property Advice TWM Property will provide market related advice on the acquisition of the Property. PAGE 23
Blackwater Retail Park 13. QUALIFYING INVESTOR A Qualifying Investor is an investor who satisfies the following criteria: a. An investor who is a professional client within the meaning of Annex II of Directive 2004/39/EC (Markets in Financial Instruments Directive) (“MiFID”); OR b. An investor who receives an appraisal from an EU credit institution, a MiFID firm or a UCITS management company that the investor has the appropriate expertise, experience and knowledge to adequately understand the investment in the QIAIF; OR c. An investor who certifies that they are an informed investor by providing the following: (i) a written confirmation that the investor has such knowledge of and experience in financial and business matters as would enable the investor to properly evaluate the merits and risks of the prospective investment; OR (ii) a written confirmation that the investor’s business involves, whether for its own account or the account of others, the management, acquisition or disposal of property of the same kind as the property of the QIAIF. You will be asked to certify that you are a Qualifying Investor as part of the application form. 14. RISK AND REGULATION There are a number of regulatory, operational and financial risks posed by the Investment. Any investment decision should be made on the understanding that investors may lose some or all of their investment. If you are in any doubt about the contents of this Brochure you should seek your own personal financial advice immediately from your financial adviser, bank manager, accountant, solicitor, or other independent adviser authorised or exempted under the European Communities (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act, 1995 who specialises in advising on the acquisition of shares and other securities. While the risk factors listed below do not purport to be an exhaustive list or a complete explanation of all the risks involved in the investment, the below list is a summary of some of the principal risks identified. Risks of Property Ownership The properties invested in may in certain market conditions be difficult or impossible to realise and, as there may not be an available market for them, it may not be possible to establish their current value at any particular time. The Proposed Vehicle will be subject to the general risks incidental to the ownership of property, including changes in general economic or local market conditions, changes in supply of or demand for competing properties, fluctuations in property yields, rental levels, the availability of debt financing, changes in property tax rates and credit risks of tenants and borrowers, uninsurable loss, environmental risks and other factors. The marketability and value of the properties owned by the Proposed Vehicle will, therefore, depend on many factors beyond the control of the Proposed Vehicle and the Investment Manager, and there can be no assurance that there will be either a ready market for properties of the Proposed Vehicle or that such properties will be sold at a profit. An investment in the Proposed Vehicle should be viewed by an investor as a long-term investment. Rental Income Risk Rental income is subject to market forces and may fall as well as rise. If a tenant vacates or fails to pay the rent, any new PAGE 24
Blackwater Retail Park lease with another tenant may, due to market conditions at that point in time, provide for a lower rental income. Where a lease expires or a tenant exercises a break clause in a lease and agreement cannot be reached to extend or renew the lease, the Investment Manager and/or the Property Advisor will endeavour to agree with a new tenant to let the space. This may take some time and in the interim no income will be earned on the empty space. This may affect the overall return on the Proposed Vehicle's Investment. Tenant Concentration Risk Woodies DIY is a key tenant in the Blackwater Retail Park property portfolio and contributes a large percentage of overall portfolio rent. Where actual rental income received does not correspond with projected rental income, this could have a substantial impact on the performance of the investment. There could also be a material adverse impact where (i) the property is held until 2031 and Woodies DIY does not enter into a new lease or (ii) the Woodies DIY lease is re- geared in 2031 on unfavorable lease terms. Investor Distribution Risk Where sufficient rental income is not received or where costs exceed expectations, there may not be sufficient income available to make the target annual distribution to investors. Cost of Vacant Units Risk Where property units are vacant there will be certain associated costs including management charges, rates and possible costs associated with maintaining/ refurbishing the property. This may affect the projected returns of the Proposed Vehicle. New Build Retail Parks Risk Where new retail parks are built, this may result in lower demand for available space impacting rental levels and ability to re-let units. Property Liquidity Risk The Proposed Vehicle will invest in the properties comprising Blackwater Retail Park, Navan, County Meath. An Investment in property tends to be extremely illiquid in nature. Realising such Investments at the valuation determined at the last valuation point may not be possible. An exit from an Investment in property by the Proposed Vehicle will be dependent on market conditions and there is a risk that the market for the Proposed Vehicle's investments may not support an opportunistic sale of the assets for some time. There may be an ability for investors to transfer units in the Proposed Vehicle to another entity subject to the investor finding a willing buyer classified as a Qualifying Investor that meets any other application requirements of the fund. Property Valuation Risk Holdings of property are inherently difficult to value due to the lack of marketability. Valuations are based on reports received from an independent valuer who has formed a view as to the value of the property based on an individual assessment. Although the independent valuer will determine the valuation in accordance with the property guidelines, the interpretation of the property guidelines is subjective. As a result, estimates of valuation are subject to uncertainty and hence there is no assurance that the estimates resulting from the valuation process will reflect the actual sale price of the property valued, even where such sale occurs shortly after the valuation by the independent valuer. Property Custody Risk Investors should be aware that where the Proposed Vehicle invests in a Property, title to that Property will be held in the name of the fund and not in the name of its custodian or its agent. Accordingly, title to properties will be held outside the custody network and not subject to the same protections as applicable to financial instruments held in custody by its custodian or by its sub-custodial agents in accordance with AIFMD. PAGE 25
Blackwater Retail Park Rental income from the Proposed Vehicle's property investments may be received by property managers and other property agents and then passed or swept into the Proposed Vehicle's cash account within the control and/or oversight of the custodian. The Proposed Vehicle may however, provide the local property agents with a "float" for the purpose of discharging day-to-day expenses in relation to the Proposed Vehicle 's Property portfolio. Accordingly, investors should be aware that such monies (both rental income prior to its payment into the Proposed Vehicle's cash account within the custodian's custody network and also the "float" referred to above) will be held by such property managers and/or other property agents outside of the custody network in which case such monies are less well protected than if they were held by the Depositary or by its sub-custodial agents. Projections It is emphasised that projections of future results are inherently subject to risk of inaccuracy and there is no certainty that actual results will correspond with the illustrative financial tables. If the assumptions upon which the illustrative projections are based are incorrect for any reason, targets may not be achieved. Economic Environment A downturn in the general economic environment may have an impact on ability to meet projected rental figures and may impact the value of the investment. Tax and Regulatory Risk There is a risk that the tax or regulatory treatment of the Proposed Vehicle may change and that this may have an adverse impact on investors. There may also be unforeseen tax or regulatory liabilities payable by the Proposed Vehicle which may adversely impact performance. Investment Risk Prospective investors should be able to bear the financial risk of an investment in the Proposed Vehicle for an indefinite period and should be able to withstand a total loss of their investment. Legal Risk There may be legal issues with the property for example; not acquiring good and proper title, issues with the management company or planning permission issues. Such issues may have an impact on the investment returns realised by the investor or on the ability to sell the property. Keyperson Risk Eamonn Duignan as property advisor is a key individual in delivering the property asset management strategy. Due to some unforseen event, Eamonn may not be in a position to carry on the asset management of the property. This may affect the performance of the investment and the returns realised. On establishment of the fund, investors will be sent a copy of the Proposed Vehicle’s Prospectus, Supplement and Key Information Document which are the legal documentation detailing all of the key features of the fund and the responsibilities carried out by all parties involved in the operation and management of the fund. It is important that all investors carefully read the Prospectus, Supplement and Key Information Document on receipt of these documents as they outline the terms and features of the investment. PAGE 26
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