InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors

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InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
InvIT and REIT:
                       A Mirage or Reality?

                                    APRIL
                               2020
Valuation
Investment Banking
Restructuring
Transaction Services
Transaction Tax
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
Content
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
Preface           1   Page No. 04

   Basic Structure of
    REIT and InvIT        2   Page No. 08

Investment Thresholds –
      REIT & InvIT        3   Page No. 10

     Valuation of
     REIT & InvIT         4   Page No. 13

    Performance of
      REIT & InvIT        5   Page No. 15

    Opportunity of
  REIT & InvIT in India   6   Page No. 23

    Advantages of
     REIT & InvIT         7   Page No. 26

 Key factors affecting
      REIT & InvIT        8   Page No. 28

 REIT / InvIT – Key Tax
    Considerations        9   Page No. 30
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
1
Preface
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
Preface

 Amidst the liquidity gloom gripping the Indian Real Estate & Infra industry came the legislation of REIT/InvIT guidelines
 back in 2014-2015

 This was clearly a moment to rejoice albeit with some caution as the legislature & the regulators attempted to provide a
 conducive environment for this novel instrument to see fruition

Infrastructure Investment Trusts (“InvIT”) and Real Estate Investment Trust (“REIT”)

   These are investment vehicles that pool money from investors and invest in infrastructure assets and real estate
   assets, respectively, directly or through a special-purpose vehicle (SPV)

   From a risk/ reward perspective, investors in REIT/ InvITs can aim for relatively stable return with limited risk and/ or
   when the interest rate/ yield expectation decline.

   These instruments primarily distribute income from rentals, tolls and property/infrastructure assets as dividend, and
   the net asset value of the units go up when the underlying property / infrastructure appreciates in value

   India has been a late entrant into REIT. REIT were first introduced in the USA in the year 1960. However as per an
   estimate, about 294 mn sq ft of office space stock would be eligible for REIT. This would translate to potential
   investment of about INR 2,50,000 Cr (USD 35 Bn)

                                                    Sector Mkt Cap (USD Mn)
                 14,00,000

                 12,00,000

                 10,00,000

                   8,00,000

                   6,00,000

                   4,00,000

                   2,00,000

                            0
                                 USA    Australia   Canada   Singapore   Japan   France          UK            India

                  Year of
                  Introduction   1960   1985        1994      1999       2000    2003          2007            2014
                                                                                          Source: EPRA Global REIT Survey 2019

In India about 294 mn sq ft of office space stock would be eligible for REIT translating to potential investment of
about INR 2,50,000 Cr (USD 35 Bn)

                                                                                               InvIT and REIT: A Mirage or Reality?   05
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
Preface

Growth of InvITs in India at a Glance

InvITs have seen a surge in interest with investors like CPPIB, KKR, Brookfield looking to deploy large sums of capital in
Indian infrastructure

   InvIT name             Investor          Assets type                                 Amount raised/committed (USD Mn)

   IRB InvIT      India Grid Trust       Indinfravit Trust      Indinfravit Trust      IndiGrid                   Renewable InvIT
   IPO            (IndiGrid)             CPPIB, Allianz,        OMERS                  KKR, GIC                   Piramal, CPPIB
   Road           IPO                    others                 Road                   Transmission               Renewable
                  Transmission           Road

                                                                                                       India Infratructure Trust
                                                                                                       Brookfield
        762                                    650                                    650
                             350                                                                       Gas pipeline

                                                             121       295                                    1,830

                   2017                         2018                                2019
                                                                                                                   Source: Sebi, media reports

                                                                                         InvIT and REIT: A Mirage or Reality?               06
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
Preface

While investors' interest in InvIT and REIT investments have increased in the recent past, India still has a long way to go
considering its infrastructure/ real estate funding requirement and growth opportunities

                                                        India has a long way to go:
                                                                   REIT

                                                80
                                                                                        72
                                                70

                                                60

                                                50
                                                                   10 X
                                    IN INR Cr

                                                40

                                                30

                                                20

                                                          7
                                                10

                                                    0
                                                        Jan-19                        Dec-19

Investment by fund houses in REITs jumped to INR 72.5 crore in December 2019 from a mere INR 7 crore in January 2019,
signifying an increase of 10 x in the investment

                                                                   InvIT

                                    1000                                                 948

                                      900

                                      800

                                      700
                                                         611
                        in INR Cr

                                      600

                                      500

                                      400

                                      300

                                      200

                                      100

                                                0
                                                        Jan-19                          Dec-19

Investment by fund houses in InvITs increased by 55%, to INR 948 crore from INR 611 crore, during January 2019 to
December 2019

Source: Media Reports                                                                          InvIT and REIT: A Mirage or Reality?   07
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
2
Basic Structure
of REIT and InvIT
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
Basic Structure of InvIT and REIT

                                   Sponsor                                         Unitholders

                                             Distributions         Distributions

                          Investment
                        Management Fees                                    Trustee Fees

                  Investment                                                                       Trustee
                    Manager
                                                                              Trust Deed
                                                      REIT/InvIT
                           Investment
                          Management
                          Agreement
                                                                       Income

                                   SPV                  Holdco                             Asset

                                                                                                                             Valuer
                                  Asset                      SPV

                                                         Asset

Steps
 A sponsor sets up the REIT/InvIT, and money is pooled from the investors/unitholders

 The sponsor appoints a trustee, whose role is to oversee the functions of the REIT/InvIT

 The Sponsor and trustee appoints an investment manager, whose function is to identify and recommend investment
 opportunities and to manage investments

 A REIT or InvIT can invest directly by acquiring real estate/infrastructure assets or through an SPV

                                                                                                        InvIT and REIT: A Mirage or Reality?   09
InvIT and REIT: A Mirage or Reality? - Valuation Investment Banking Restructuring Transaction Services Transaction Tax - RBSA Advisors
3
Investment
Thresholds –
REIT & InvIT
INVIT and REIT Regulation in India

                            Prevailing Regulation and Eligibility Criteria - REIT

                                              Real Estate Investment                Minimum value of a single lot
      SEBI Governed Regulation
                                             Trusts Regulations, 2014                  should be INR 50,000

                                                Eligibility Criteria

           Sponsor                                    Manager                                            Trustee
Each sponsor shall hold or            Investment Manager shall have a networth             Registered with SEBI, and not
propose to hold not less than         of not less than INR 100 mn if the manager           an associate of the sponsor(s)
5% of the number of units of          is body corporate or a company or net                or manager
the REIT on post initial offer        tangible assets value of not less than INR
basis                                 100 mn in case the manager is an LLP

The Sponsors on collective            Manager or its associates to have
basis shall have networth of          minimum experience of 5 years in fund
not less than INR 1,000 Mn            management or advisory or property
provided each sponsor’s net           management. A minimum of 2 key
worth is not less than INR 200        personnel with minimum 5 years of
million                               experience in fund management or
                                      advisory or property management
Sponsor or its associate shall
have not less than 5 years of         The manager shall has not less than half of
experience in development /           its directors/governing board as
fund management in Real               independent and such independent
estate sector                         should not be directors of any other REIT

                      Not less than 80% of the value of REIT asset shall be invested in completed and revenue
                      generating properties
    Investment        Not more than 20% of the value of the REIT asset shall be invested in under-construction
      Criteria        property / debt instrument of real estate company / shares of listed company deriving
                      operating income not less than 75% from real estate activities / Govt securities / money
                      market instrument

                      Periodic distribution: not less than 90% of net distributable cash flows of the REIT shall be
                      distributed to unit holder
    Distribution      Asset Sale: not less than 90% of sale proceed to be distributed to unit holder unless REIT
     Condition        proposes to reinvest sale proceeds if any into another property
                      Periodic distribution shall be declared and made once every 6 months in every financial year
                      and shall be made not later than 15 days from date of such delcaration

                                                                                       InvIT and REIT: A Mirage or Reality?   11
INVIT and REIT Regulation in India

                           Prevailing Regulation and Eligibility Criteria - InvIT

                                             Infrastructure Investments              Minimum value of a single lot
      SEBI Governed Regulation
                                               Trust Regulations, 2014                 should be INR 100,000

                                                  Eligibility Criteria

           Sponsor                                      Manager                                           Trustee
Each sponsor shall have                Investment manager shall have a networth             Registered with SEBI, and not
networth of not less than INR          not less than INR 100 mn if investment               an associate of the sponsor(s)
1,000 mn if it is a body               manager is a body corporate or a                     or manager
corporate or company or net            company or net tangible asset value not
tangible asset of value not            less than INR 100 million in case
                                       investment manager is an LLP
less than 1,000 mn in case it is
a limited liability partnership.       Investment manager or its associates to
                                       have minimum experience of 5 years in
Minimum experience of 5                fund management or advisory or property
years in development of                management. A minimum of 2 key
infrastructure / fund                  personnel with minimum 5 years of
management in infrastructure           experience in fund management or
sector                                 advisory or property management

                                       The manager shall have not less than half
                                       of its directors /governing board as
                                       independent and no directors/members
                                       of governing board of another InvIT

                       Not less than 80% of the value of InvIT asset shall be invested in completed and revenue
                       generating infrastructure project

    Investment
                       Not more than 20%of the value of the InvIT Assets shall be invested in other eligible
      Criteria         investments including, investments in under-construction projects, which shall not exceed 10%
                       of the value of InvIT Assets/ debt of companies in infrastructure sector/ equity share listed on
                       stock exchange having not less than 80% of their operating income from infrastructure sector/
                       government securities / money market instrument

                       Periodic distribution: not less than 90% of net distributable cash flows of the InvIT shall be
                       distributed to unit holder
    Distribution       Asset Sale: not less than 90% of sale proceed to be distributed to unit holder unless InvIT
     Condition         proposes to reinvest sale proceeds if any into another infrastructure asset
                       Periodic distribution shall be declared and made once every 6 months in every financial year in
                       case of publicly listed InvIT and shall be made not later than 15 days from date of such declaration

                                                                                        InvIT and REIT: A Mirage or Reality?   12
4
Valuation of
REIT & InvIT
Valuation of REIT & InvIT

                                            Adjusted NAV, is usually adopted for valuation of REIT / InvIT units

                                            Adjusted NAV is the market value of all the underlying assets,
 Valuation Methods for                      including cash and indirect property assets, net of all liabilities.
                          Adjusted NAV
      REIT & InvIT
                                            The underlying assets can be valued using income approach or
                                            market approach

               Approaches used for valuation of underlying assets of trusts

                                                         Since 80% investments of Investment trust is into
                           Estimates value based on
       Income                                            operating assets. Discounted cashflow method under
                          the present value of future
      Approach                                           income approach is widely used for valuation of
                             earnings or cash flow
                                                         underlying operating assets of the trust

                         Measuring the relative value    Relative multiples like Price/SF/Unit, implied cap rate
       Market
                          of the underlying assets       and EV/EBITDA etc. can be used to estimate the value
      Approach
                           of the trust based on         of underlying assets of the investment trust
                          comparable companies

                                                                               InvIT and REIT: A Mirage or Reality?   14
5
Performance of
REIT & InvIT
Performance of Invit and
REIT listed in India

                                               IRB InvIT - Performance Since its listing
                                       120                                                                                 140

                                                                                                                                 Adjusted NAV per unit as declared
                                       100                                                                                 120

                                                                                                                           100
                                       80
                      Price per unit

                                                                                                                           80
                                       60
                                                                                                                           60
                                       40
                                                                                                                           40

                                       20                                                                                  20

                                           0                                                                               -

                                                           Adjusted NAV    Price per unit                       Source: RBSA Analysis

            Particulars (INR in Cr)              Dec-18        Mar-19            Jun-19                   Sep-19                                                     Dec-19
            Revenue                                 311            326               323                        301                                                     330
            EBITDA                                  253            261               254                        243                                                     272
            NDCF at Trust level                     188            208               176                        150                                                     162
                                                                                     Source: RBSA Analysis, Annual Reports and Investor Presentation

                                                           Distribution / Unit

                                       3           4
                                                                    3                                                      3
                                                                                            3

                            Dec-18               Mar-19           Jun-19               Sep-19                         Dec-19
                                                                             Source: RBSA Analysis, Annual Reports and Investor Presentation

 The IRB Infrastructure Investment Trust (IRB InvIT), sponsored by IRB Infrastructure Developers Limited (IRB), was
 created in 2017 to acquire the operating NHAI toll road assets across five states in western and south India
 IRB InvIT comprises of seven operational road projects having length of 4,055 lane kms with gross toll collection of ~
 Rs. 1,200 cr for FY 2018-19.
 When it was first launched, the estimated Internal Rate of Return (IRR), a from all projects, was about 13-14%. However,
 that has not been the case. Toll collections have disappointed on two key roads. A sand-mining ban closer to the
 Pathankot-Amritsar highway and to Jaipur-Deoli saw toll collections shrink

Note: NDCF at trust level = Distribution from SPVs to Trusts less debt at trust (if any) less other Trust expenses (if any)
less Trust management fees.

                                                                                                          InvIT and REIT: A Mirage or Reality?                                16
Performance of Invit and
REIT listed in India

                                            INDIGRID InvIT - Performance Since its listing
                                  120                                                                                             120

                                                                                                                                        Adjusted NAV per unit as declared
                                  100                                                                                             100
                 Price per unit

                                   80                                                                                             80

                                   60                                                                                             60

                                   40                                                                                             40

                                                                                                                                  Source: RBSA Analysis
                                                             Adjusted NAV    Price per unit

          Particulars (INR in Cr)                Dec-18           Mar-19           Jun-19                    Sep-19                                    Dec-19
          Revenue                                   160               171             206                         373                                                       340
          EBITDA                                     146              151               189                       348                                                       314
          NDCF at Trust level                           85             85              148                         170                                                      154
                                                                                       Source: RBSA Analysis, Annual Reports and Investor Presentation

                                                             Distribution / Unit

                                        3           3                  3                      3                               3

                                  Dec-18         Mar-19             Jun-19               Sep-19                         Dec-19
                                                                                Source: RBSA Analysis, Annual Reports and Investor Presentation

The India Grid Trust (IndiGrid), sponsored by Sterlite Power Grid Ventures Limited (SGL), was created in 2016 to acquire
the operating power transmission assets
IndiGrid has acquired five projects with a total network of 13 power transmission lines of 3,362 kms and 3 substations
having 6,000 MVA of transformation capacity across nine states
Additionally, IndiGrid acquired Patran Transmission Company Limited from Techno Electric & Engineering Company Ltd
on August 31, 2018 with one substation having 1,000 MVA of transmission capacity in Punjab
Each of these 6 Portfolio Assets have been completed and are revenue-generating for more than a year

                                                                                                             InvIT and REIT: A Mirage or Reality?                                 17
Performance of Invit and
REIT listed in India

                                              EMBASSY REIT - Performance Since its listing

                                500                                                                                                                500

                                                                                                                                                          Adjusted NAV per unit as declared
                                450                                                                                                                450
               Price per unit

                                400                                                                                                                400

                                350                                                                                                                350

                                300                                                                                                                300

                                250                                                                                                                250

                                                         Adjusted NAV per unit                  Price per unit                         Source: RBSA Analysis

                                      Particulars (INR in Cr)          Jun-19                         Sep-19                     Dec-19

                                      Revenue                              535                               521                        546
                                      EBITDA                               437                               419                        446
                                      NDCF at Trust level                  418                               466                        471
                                                                                 Source: RBSA Analysis, Annual Reports and Investor Presentation

                                                                Distribution / Unit

                                                                           6                                                      6

                                          5

                                       Jun-19                          Sep-19                                               Dec-19
                                                                                              Source: RBSA Analysis, Annual Reports and Investor Presentation

Embassy Office Parks portfolio comprises of 7 Class A office parks and 4 city-center office buildings totaling 33 msf
(million square feet) of total area
They provide strategic amenities, including 2 completed and 2 under-construction hotels totaling 1,096 keys, food
courts, childcare and employee transportation facilities
Their Portfolio is strategically located in India’s four key office markets of Bengaluru, Pune, Mumbai and Noida
Their Occupancy is at 94.7% with weighted average lease expiry of ~ 7.2 years. They have 165 tenants comprising a mix
of blue-chip multinational and Indian corporates
Nearly, 53% of Gross Rentals are derived from tenants in technology sector, with the remainder coming from various
industries including financial services, healthcare and telecommunications

                                                                                                                           InvIT and REIT: A Mirage or Reality?                               18
Performance of Invit and
REIT listed in India

                               InvIT & REIT vis-à-vis the benchmark NIFTY 50 Index during FY 2020

                    160.0

                    140.0

                    120.0

                    100.0

                        80.0

                        60.0

                        40.0

                        20.0                                                                                                                                                           Rebased to 100
                                           01-May-19

                                                                               01-Aug-19

                                                                                                                      01-Nov-19

                                                                                                                                  01-Dec-19
                                                                                                       01-Oct-19

                                                                                                                                                                           01-Mar-19
                                                                                           01-Sep-19

                                                                                                                                                               01-Feb-19
                                                       01-Jun-19

                                                                                                                                              01-Jan-19
                               01-Apr-19

                                                                   01-Jul-19

                                                        Nifty 50               Embassy REIT                        Indi Grid INVIT                        IRB INVIT

During FY 2020, the benchmark index NIFTY had a fall of 26.3% while Embassy REIT has outperformed with an
annualized return of 23.2 % and INDIGRID InvIT has outperformed with an annualized return of 21.0%. However only IRB
InvIT has underperformed and it have provided a negative annualized return of 51.9%

REIT and InvITs are inherently less volatile as compared to equity securities. They may also provide a higher
return compared to debt securities.

Source: RBSA Analysis                                                                                                                                 InvIT and REIT: A Mirage or Reality?              19
Performance of InvIT

                                                                                                                               Relative performance of INDIGRID InvIT

                                        INDIGRID InvIT's vs NIFTY INFRA INDEX
  140

  120                                                                                                                                                                                                                                                                          Performance Analysis
  100
                                                                                                                                                                                                                                                                               Units of INDIGRID InvIT have
    80                                                                                                                                                                                                                                                                         outperformed the benchmark NIFTY
                                                                                                                                                                                                                                                                               INFRA since its listing in June 2017
    60

    40                                                                                                                                                                                                                                                                         INDIGRID InvIT has distributed INR 30.6
    20                                                                                                                                                                                                                                                                         per unit since its listing
      0
                                                                                                                                                                                                                                                                               Over 6 June 2017 to 31 March 2020,
                                                                                                                                                                                                                                                                               INDIGRID InvIT units have provided an
                                                                                                                                                                                                                                                       06-Feb-20
                                                                                                                                                                                                                            06-Oct-19
                                                                                                                               06-Oct-18

                                                                                                                                                                                             06-Jun-19
                                                                                                06-Jun-18
                                   06-Oct-17
          06-Jun-17

                                                                                                                                                                                                                                          06-Dec-19
                                                                                                                                             06-Dec-18
                                                 06-Dec-17

                                                                                                                                                            06-Feb-19
                                                                06-Feb-18

                                                                                                                                                                                                             06-Aug-19
                                                                                                                 06-Aug-18
                      06-Aug-17

                                                                                                                                                                             06-Apr-19
                                                                                06-Apr-18

                                                                                                                                                                                                                                                                               annualised return of ~7.7% vis-à-vis
                                                                                                                                                                                                                                                                               negative annualised return of ~10.5% by
                                                                                                                                                                                                                                                                               Nifty Infra Index
                                                                                 NIFTY INFRA                                                              INDIGRID
                                                                                                                                                                                                                                              Rebased to 100

                                                                                                                                              Relative performance of IRB InvIT

                                                                IRB InvIT vs NIFTY INFRA INDEX
  140
                                                                                                                                                                                                                                                                               Performance Analysis
  120

  100
                                                                                                                                                                                                                                                                               Units of IRB InvIT have underperformed
                                                                                                                                                                                                                                                                               the benchmark NIFTY INFRA since its
    80                                                                                                                                                                                                                                                                         listing in May 2017
    60
                                                                                                                                                                                                                                                                               IRB InvIT has distributed INR 31.0 per unit
    40
                                                                                                                                                                                                                                                                               since its listing
    20

      0
                                                                                                                                                                                                                                                                               Over 18 May 2017 to 31 March 2020, IRB
                                                                                                                                                                                                                                                                               InvIT units have provided an negative
                                                                                                                                                                                                                                                                   06-Feb-20
                                                                                                                                                                                                                                        06-Oct-19
                                                                                                                                      06-Oct-18

                                                                                                                                                                                                         06-Jun-19
                                                                                                     06-Jun-18
                                     06-Oct-17

                                                                                                                                                                                                                                                                               annualised return of ~23.3% vis-à-vis
          06-Jun-17

                                                                                                                                                                                                                                                      06-Dec-19
                                                                                                                                                     06-Dec-18
                                                    06-Dec-17

                                                                                                                                                                        06-Feb-19
                                                                    06-Feb-18

                                                                                                                                                                                                                         06-Aug-19
                                                                                                                       06-Aug-18
                       06-Aug-17

                                                                                                                                                                                         06-Apr-19
                                                                                    06-Apr-18

                                                                                                                                                                                                                                                                               negative annualised return of ~10.5% by
                                                                                                                                                                                                                                                                               Nifty Infra Index

                                                                                            NIFTY INFRA                                                            IRB InvIT
                                                                                                                                                                                                                                              Rebased to 100

Source: RBSA Analysis                                                                                                                                                                                                                                                                 InvIT and REIT: A Mirage or Reality?   20
Performance of REIT

                                                      Relative performance of EMBASSY REIT

                                                                  Embassy REIT Vs Nifty Realty Index

                        180

                        150

                        120

                         90

                         60

                         30
                                          01-May-19

                                                                                01-Aug-19

                                                                                                                    01-Nov-19

                                                                                                                                01-Dec-19
                                                                                                        01-Oct-19

                                                                                                                                                                       01-Mar-19
                                                                                            01-Sep-19

                                                                                                                                                           01-Feb-19
                                                      01-Jun-19

                                                                                                                                            01-Jan-19
                              01-Apr-19

                                                                    01-Jul-19

                                                                          EMBASSY REIT                              NIFTY REALTY

Performance Analysis
    Units of Embassy REIT have outperformed the benchmark NIFTY Realty Index since its listing in April 2019

    EMBASSY REIT has distributed INR 17.5 per unit since its listing

    Over 1 April 2019 to 31 March 2020, Embassy REIT units have provided an annualised return of ~23.2% vis-à-vis negative
    annualised return of ~34.0% by Nifty Realty Index

    This performance is despite the headwind in form of change in dividend tax on the REIT instrument in the Union Budget
    2020

    Basing this we can conclude that the REIT instrument has relatively lower risk as compared to the benchmark indices and
    has provided regular distribution which makes it more attractive for investors seeking regular income with limited risk

Source: RBSA Analysis                                                                                                                                   InvIT and REIT: A Mirage or Reality?   21
Upcoming REIT & InvIT Trust

                                 Amount expected to be
        REIT                                                      Underlying Assets
                                   Raised in INR Cr
 Mindspace Business                                        Integrated business parks with
 Parks REIT                             1,000            leasable area of about 30 mn sqft

                                                          Mall in Banglore and Commercial
 Prestige Estate                      undisclosed                realestate in Chennai

                                                         Various real estate assets consisting
 Brookfield                             7,500             leasable area of about 20 mn sqft

                                 Amount expected to be
        InvIT                                                     Underlying Assets
                                   Raised in INR Cr

     Tower Infra Trust                  25,214              Tower portfolio of Reliance Jio

     Power Grid InvIT                  10,500                    Transmission assets

     NHAI InvIT                         15,050                Operating toll road assets

     Canadian Pension
                                        2,400                 Operating toll road assets
     fund CDPQ

Source: SEBI and Media Reports                                InvIT and REIT: A Mirage or Reality?   22
6
Opportunity of
REIT & InvIT in
India
Opportunity of REIT & InvIT in India

From an business perspective, the advantage of an InvIT / REIT structure is there for both the demand and supply side.
The demand side refers to the businesses looking to raise capital by listing their assets. The supply side refers to the
supplier of money, i.e. the investor looking to invest in attractive assets

Investment required for Infrastructure
    As per the Economic Survey, to prevent 'lack of infrastructure' becoming a 'binding constraint' on the growth of Indian
    economy that aspires to become a USD 5 trillion by 2024-25, the country needs to spend about USD 1.4 trillion on
    infrastructure

    The Government of India is taking every possible initiative to boost the infrastructure sector.

                                                     Investment required in Infrastructure

                                                   1,400                                            USD Bn

                                                                                               63

                                 India Infrastructure spend in next 5 years   Allocation for Infrastructure in Union
                                       (Economic Survey 2019-2020)                     Budget 2019-2020

Source: SEBI and Media Reports                                                                          InvIT and REIT: A Mirage or Reality?   24
Opportunity of REIT & InvIT in India

High Debt in Infrastructure Company
   The debt-laden private sector Indian infrastructure companies are not in a position to undertake new projects. Most
   private players in the infrastructure space remain highly leveraged

Debt Situation in Real-estate Sector
   Over the past few years, the Indian residential real estate sector has been experiencing a slowdown in sales and
   collection levels, which along with the implementation of RERA and increasing buyer preference for completed inventory
   has reduced the availability of customer advances to fund real estate projects during the construction stage

   Consequently, real estate developers have been increasingly relying on debt to fund project execution

   The overall debt exposure to the real estate sector has gone up 38 per cent to Rs 4.4 lakh crore at the end of June 2019
   from March 2017, as per Reserve Bank of India data

                                                                                  FY 2019
                                 30

                                 20

                                 10
                        Times

                                                                                                                             NM
                                 -
                                                      Net Debt / EBITDA                               Net Debt / Equity

                                (10)

                                (20)

                                             IRB Infrastructure Developers Limited      Dilip Buildcon Limited

                                             Ashoka Buildcon Limited                    GMR Infrastructure Limited

                                             GVK Power & Infrastructure Limited         Sadbhav Infrastructure Project Limited

                                             Prestige Estates Projects Limited          DLF Limited

                                 NM – SADBHAV Infrastructure Project Limited Net debt / equity is not meaningful due to negative networth

Real estate sector account for around 20 per cent of the total of 2,542 cases filed with the Insolvency and
Bankruptcy Board till date.

Source: RBSA Analysis, Annual Report                                                                                 InvIT and REIT: A Mirage or Reality?   25
7
Advantages of
REIT & InvIT
Advantages of REIT & InvIT

                        Portfolio diversification helps to reduce the volatility/ risk of change in the portfolio value
                        over a period of time.
      Portfolio
                        For example, the 2016 Wilshire Associates study commissioned by NAREIT found that the
   Diversification
                        optimal portfolio allocates up to 17 percent of assets to REITs. The study showed that a
                        diversified portfolio that included REITs had nine less basis points of risk (and generated
                        33 basis points of additional return) than a similar portfolio that did not include REITs

                        Publicly traded ReIT’s / InvIT’s offer investor the ability to add real estate / infrastructure
      Liquidity         investment return to their portfolio without incurring the liquidity risk that accompanies
                        direct real estate / infra project investment

                        The InvIT / REIT’s are meant for investors looking for regular income since they make
                        regular distribution
    Distributions
                        It makes an attractive investment option when the yield offered by the REIT / InvIT is
                        higher than Corporate Bonds

                        REITs income primarily include lease rentals from tenants, the terms of which tend to
                        protect the REITs’ margins from the effects of inflation

                        With respect to REIT, the landlord does not pay operational costs such as maintenance /
   Hedge against
     Inflation
                        taxes; instead, tenants pay the costs directly. Apartment landlords typically have one-year
                        leases, and generally can increase their rents (also called marking-to-market) to keep
                        pace with inflating costs

                        The result is that the REITs generates inflation-adjusted earnings

                        The InvIT / REIT industry is highly transparent in part because, as publicly traded firm faces
                        a high degree of scrutiny and have stringent regulatory disclosures
Transparent Corporate
      Structure         Secondly, INVIT / REITs are required to distribute a major portion of their free cash flows.
                        REITs also pay their distributions in cash and, therefore, operate with limited retained
                        earnings

                                                                                      InvIT and REIT: A Mirage or Reality?   27
8
Key factors
affecting
REIT & InvIT
Key Factors affecting
InvIT and REIT

                                                  Key Factors

   Lower rental yields                Political Risk/Court Intervention                   Lack of liquidity
Rental income generated is                                                        Due to relatively low liquidity
low compared to other                                                             for InvIT / REIT units on Indian
countries, including emerging                                                     stock exchanges, the bid-ask
markets                                  Risk of over valuation at the            spread is relatively high and
                                          time of initial public offer            thus investors faces a risk of
                                                                                  order execution

                        Lack of competent                       Cash flow deviation
                          management
                    Competent Management is                  Longer the project, greater
                    key to the success of the                the risk of deviation in
                    InvIT/ REIT and increasing               projections compared to the
                    unitholders' value/ returns              actual cash flow

                                                                              InvIT and REIT: A Mirage or Reality?   29
9
REIT / InvIT –
Key Tax
Considerations
REIT/InvIT - Key Tax
Considerations

                                                                                Unitholders Taxes         Earnings***
               Sponsor                                            Unitholders
                                                                                Dividend                  Exempt**/Applicable Rates
                                                                                Interest                  Applicable Rates
                                 Distributions    Distributions
                                                                                Rental Income             Applicable Rates
                                                                                Others*                   Exempt
                                                        As A
                                                          sesse

                                                                                REIT/InvIT Taxes    Earnings      Withholding (%) ***
                                                             tt
Exempt

                                                                                Dividend            Exempt        0**/10
                                          REIT/InvIT
                                                                                Interest            Exempt        5/10
                                                                                Rental Income       Exempt        10/MMR
                                                       Income                   Others*             MMR**         Not Applicable

                         SPV                           Holdco

                         Asset
                                                        SPV

                                                        Asset

Key Tax Aspects

* Capital Gains, Capital Gain, including gains from sale of Units (except for the transaction of transitioning of SPV shares
to Trust), however, will be taxable as per rates given under S. 111A/112/112A of ITA

** Dividends are tax exempt for Unit Holders, if SPV has not availed Concessional Rate (22%) regime

*** All Non-residents are taxable either at Domestic Rates as given or Treaty Benefits (if applicable), whichever is
beneficial

**** MMR signifies Maximum Marginal Rate under Tax Law

                                                                                           InvIT and REIT: A Mirage or Reality?         31
Services
                                                                     Investment Banking
Valuation                                                            (Category 1 Merchant Bank)

• Business & Equity Valuation                                        • M&A Advisory:
• Valuation of Brands, Goodwill, Other Intangible Assets &              • Sell Side & Buy Side
  Intellectual Property                                                 • Domestic & Cross Border
• Valuation of Financial Securities, Instruments & Derivatives       • Partner Search, Joint Ventures & Strategic Alliances
• Valuation of Industrial Assets and Plant & Machinery               • Government Disinvestment & Privatization
• Valuation of Real Estate                                           • Fund Raising – Equity, Mezzanine, Structured Finance & Debt
• Valuation of Infrastructure Assets & Specialized Assets              (Corporate & Project Finance)
• Purchase Price Allocations (PPA) for Mergers & Acquisition (M&A)   • Distressed Investment Banking – One-Time Settlement, Priority
• Impairment Studies for Tangible Assets                               and Interim Funding, Rescue Financing, and Buyouts
• Impairment Studies for Cash Generating Units, Intangible           • Capital Market Advisory
  Assets & Goodwill
• Mines, Mineral Advisory and Valuation
• Valuation of ESOPs and Sweat Equity
                                                                     Transaction Services
• Valuation for Tax, Transfer Pricing and Company Law Matters        • Buy side due diligence and closing due diligence
• Fairness Opinions                                                  • Vendor due diligence and vendor assistance
• Valuation under Insolvency & Bankruptcy Code (IBC)                 • Setting up and managing dataroom
• Determination of Swap Ratio under Mergers and Demergers            • Advice on sale and purchase agreements (SPA) and business
• Valuation of Inventory / Stocks and Debtors / Receivables            transfer agreements (BTA)
• Litigation and Dispute Valuation Services                          • Assistance in deal negotiation

Risk Consulting                                                      Transaction Tax
Strategic & Risk Advisory Services                                   Deal Tax Advisory (Strategic, IBC, PE/VC)
• Techno Economic Feasibility Studies                                • Tax Due-Diligence
• Economic Viability & Financial Appraisal                           • Tax Structuring
• Business Plan Review                                               • Deal Negotiation Review
Technical Support Services                                           • Transaction Documentation Review
• Lender’s & Investor’s /Independent Engineer Services               • Post-Deal Integration
• Technical Due Diligence, Technical Opinions                        Corporate Restructuring
• Chartered Engineers Opinion & Certification                        • Group Restructuring
• Project Cost Investigation                                         • Financial/Capital Restructuring
• Project Appraisal and Monitoring                                   Succession Planning
Agency for Specialized Monitoring (ASM)                              Holistic Implementation Support
• Term Loan Monitoring                                               • Merger/Amalgamation
• Working Capital Monitoring                                         • Demerger/Spin-off
• Cash Flow Monitoring                                               • Capital Reduction
Financial & Treasury Risk Advisory                                   • Share Buyback
• Assessment of Credit Risk, Market Risk & Interest Rate Risk        • Business Transfers
• Asset Quality Review & Stress Testing                              • Liquidation/Wind-up
• Assessment of Expected Credit Loss
• Assessment of Asset Liability Management & Liquidity Risk          Restructuring
Dispute & Litigation Support                                         • Insolvency Professional Services
                                                                     • Assistance in the preparation of Resolution Plan
• Valuation Services                                                 • Independent Bid Evaluation of Restructuring Proposals
• Damages & Loss of Profit Analysis                                  • Process Advisor
• Independent Expert testimony                                       • Advisor to Committee of Creditors / Creditor Advisory
• Anti-trust & Competition Advisory                                  • CRO services - Chief Restructuring Officer
• Post-Acquisition Disputes, Joint Venture & Shareholder Disputes    • Priority and Interim Funding
• Civil & Construction Disputes, Real Estate Disputes                • Turnaround Advisory and Business Transformation
• Intellectual Property Rights Dispute                               • Interim Management Services

                                                                                              InvIT and REIT: A Mirage or Reality?     32
Contact Us

Management
Rajeev R. Shah                        Manish Kaneria                          Mitali Shah                                 Ravishu Shah
Managing Director & CEO               Managing Director & COO                 Managing Director                           Managing Director
+91 79 4050 6070                      +91 79 4050 6090                        +91 79 4050 6050                            Financial Advisory Services

rajeev@rbsa.in                        manish@rbsa.in                          mitali@rbsa.in                              +91 22 6130 6093
                                                                                                                          ravishu.shah@rbsa.in

Ravi Mehta                            Chetan Khandhadia                       Ajay Malik
Managing Director & Head              Managing Director & Head                Managing Director & Head
Transaction Tax                       Transaction Services                    Investment Banking
+91 22 6130 6052                      +91 22 6130 6095                        +91 22 6130 6015
ravi.mehta@rbsa.in                    chetan.khandhadia@rbsa.in               ajay.malik@rbsa.in

Project Leader                        Research Analysts
Nachiket Kadu                         Vikas Biyani                         Bharat Somaya
+91 22 6130 6062                      +91 40485 46254                      +91 22 6130 6004
nachiket.kadu@rbsa.in                 vikas.biyani@rbsa.in                 bharat.somaiya@rbsa-advisors.com

India Offices                                                                                                       Global Offices
Mumbai                                   Delhi                           Kolkata                                    Dubai
1121, Building No. 11, 2nd Floor,        2nd Floor, IAPL House,          9th Floor, KAHM Tower,                     2001-01, Level 20, 48 Burj Gate Tower,
Solitaire Corporate Park, Chakala,       23 South Patel Nagar,           13, Nellie Sengupta Sarani,                Downtown, Sheikh Zayed Road,
Andheri Kurla Road, Andheri (E),         New Delhi - 110 008             Kolkata - 700 087                          PO Box 29734, Dubai, UAE
Mumbai - 400 093                         M: +91 99585 62211              Tel: +91 33 460 34731                      M: +971 52 382 2367
Tel: +91 22 6130 6000                    Tel: +91 11 2580 2300                                                           +971 52 617 3699
                                                                                                                    Tel: +971 4518 2608
                                                                                                                    Email: dubai@rbsa.in

Ahmedabad                                Bengaluru                       Hyderabad                                  Singapore
912, Venus Atlantis Corporate Park,      104, 1st Floor, Sufiya Elite,   202, 2nd Floor, Shangrila Plaza,           105 Cecil Street,
Anand Nagar Road,                        #18, Cunningham Road,           Road No. 2, Opposite KBR Park,             # 22-00 The Octagon,
Prahladnagar,                            Near Sigma Mall,                Banjara Hills,                             Singapore - 069 534
Ahmedabad - 380 015                      Bangalore - 560 052             Hyderabad - 500 034                        M: +65 8589 4891
Tel: +91 79 4050 6000                    M: +91 97435 50600              M: +91 90526 60300                         Email: singapore@rbsa.in
                                         Tel: +91 80 4112 8593           Tel: +91 40 4854 6254

                                                                                                            InvIT and REIT: A Mirage or Reality?             33
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