Acsion Limited Acsion Property Fund Limited - Roadshow presentation
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Specialist commercial, retail and residential property developer and owner At listing, Acsion will be South Africa’s only specialist commercial property developer and owner listed on the JSE • Access to superior annual NAV growth • Dynamic and highly experienced management team with a proven 17 year track record • Existing in-house developed property assets of R3.246 billion serves as an NAV underpin going forward • Fully resourced internal team with intricate knowledge of all aspects of property development across its lifecycle including the identification and securing of large development opportunities, overview of design, planning, project management, capital raising, value engineering, leasing, asset management and property management of its developed assets • Existing known development assets (in various stages to realistion) and ongoing access to further development opportunities which are constantly being sourced • Subscribe to high standards of sustainable development practice P 2 I Strictly private and confidential
Meet the team Kiriakos Anastasiadis Pieter Scholtz Chief Executive Officer Chief Financial Officer Dimitri Thomas Yanni Anastasiadis Developments Director Leasing Director P 3 I Strictly private and confidential
Contents Page Introduction 5 Overview of Acsion Limited 7 Overview of properties developed and owned by Acsion, current development assets and future development opportunities 13 i. Internally developed and owned Properties 14 ii. Current development assets 25 iii. Future development opportunities 35 Operations 39 Governance and board composition 43 Summary financial information 47 Proposed Offer summary 53 Annexure I: Case study 57 Annexure II: Valuation considerations 60 Annexure III: Contact details 62 P 4 I Strictly private and confidential
Introduction • Acsion Limited (“Acsion”) is finalising a primary listing (“Listing”) on the Johannesburg Stock Exchange (“JSE”) to create a platform to accelerate the Company’s growth objectives and provide new investors the opportunity to participate in a unique, high growth investment proposition • Anticipated date of listing – Early December 2014 • The Listing will be accompanied by an initial primary capital raise of up to R200 million to select institutional investors, invited investors and private clients of selected stock broking companies in South Africa (“Offer”) • The purpose of this presentation is to: • Provide potential shareholders with the salient details of Acsion, the Listing and the Offer; and • Secure commitments for the Offer • Salient dates: Opening of the Offer to secure commitments Thursday, 20 November 2014 Planned site visits Friday, 21 November 2014 / Tuesday 25 November 2014 Abridged pre-listing announcement Monday, 24 November 2014 Pre-listing statement available Monday, 24 November 2014 Closing of the Offer Thursday, 27 November 2014 Listing of Acsion on the JSE Monday, 8 December 2014 • The information presented herein is confidential and should not be circulated to any third parties without the prior written consent of Acsion P 6 I Strictly private and confidential
Acsion at a glance A highly experienced and successful property developer, the focus of which is to deliver superior NAV growth through NAV uplift on completed properties, new developments completed and to a lesser extent, capital profits on property developments completed for sale, and purchase of existing properties Properties developed and now owned and Current development assets in various managed by Acsion stages of realistion (mainly retail) (to provide sectoral / geographic diversification To retain: For sale: Phase III & IV Fully resourced internal development, asset Ongoing access and review of further and property management development opportunities to provide • Development management geographic and sectoral diversification • Due diligence, design overview, planning, life cycle costing, redevelopment opportunities • Value engineering, project management, delivery • 20,000m2 offices in Lusaka, Zambia • Asset management • Capital raising and finance • 50,000m2 Mall@Maputo • Debt management • Planning, budgeting, asset acquisition or disposal • 23,000m2 Mall@PietRetief • Management of day-to-day business activities • 8,000m2 Mall@Frankfort • Property management • Leasing and lease renewals • residential apartments in Sandton • Debt collection • Facility management • Tenant management P 8 I Strictly private and confidential
History and proven track record in the property sector Focused strategy to generate long-term sustainable capital growth Complete current Planning, development pipeline development and Future development construction of and acquisition Mall@Emba Mall@Lebo opportunities Mall@Carnival opens commences including sectoral and phase I opens geographic Moreleta Mall@Reds Mall@Reds Mall@Reds Mall@Reds diversification outside Square phase I phase I And II Mall@Reds phase IV phase V Mall@Carnival phase VI South Africa opens opens phase III opens opens opens phase II opens opens The 1999 2003 2005 2007 2009 2011 2013 future 1997 2002 2004 2006 2008 2010 2012 2014 Acsion opens Planning Planning, Planning, Mall@Emba phase I of development Construction of development development phase II Simarlo and Mall@Carnival phase III & IV and and opens Rainbow construction construction of construction of Mall@Carnival Construction of of Mall@Emba Planning, commences Mall@Moutsiya Mall@Reds commences development commences and Anaprop Construction of Hyde Park construction Property Terrace of Moreleta Management Square formed Mall@Lebo opens commences Listing on the JSE 1995 1,622 1,374 K Anastasiadis 1,067 completes first commercial 1,001 3,246 property 1,796 968 development 901 736 706 127 80 49 7 6 6 6 1 Total Assets (R’ millions) P 9 I Strictly private and confidential
Unique investment proposition Acsion’s strength and significant success to date has been due to the following factors • Focus on the continuous identification and delivery of capital enhancing development opportunities • Track record of successfully developing in both metropolitan and rural growth areas in a cost efficient manner • In-house design overview, planning, development, project management, construction management, cost management, leasing • Focus on value engineering, project redesign, cost efficiencies and very hands-on project management of new developments or redevelopments to deliver above average returns in line with upfront feasibility studies and bill of materials costing • Intricate knowledge of every aspect of the process for construction, development and delivery of large scale property projects on time focusing on continuous improvement • Total capital cost (including land) per GLA m2 for phase I and II of Mall@Carnival (72,338m2) of R5,133/m2 • Based on the latest valuation, total development profit per GLA m2 for phase I and II of Mall@Carnival (72,338m2) of R15,949/m2 • Refer to case study of Mall@Carnival in Annexure I • Acsion’s most recent development (Mall@Lebo) was completed in 2014 at a cost of ± R6,500m2 compared to ± R10,000m2 – R12,000m2 for other developers • Established in-house property and asset management team to deliver continued capital uplift of developed assets • Focus on quality and functionality during construction and development phase as Acsion remains the owner and manager of its developments post completion. Carry out total life cycle costing to add value • Long standing relationships and support from financiers (banks), tenants (major national retailers, banks, franchises), municipalities and land owners • Subscribe to high standards of sustainable development practice P 10 I Strictly private and confidential
Business strategy and vision Strategy: as a property developer, Acsion’s focus is on superior NAV / capital growth versus traditional REITs • Acsion have increased NAV / capital by over 100% per annum over the last HISTORIC INCREASE IN NAV PER SHARE (EXCL. DEF TAX) ten years • Post listing, Acsion aims to maintain its superior annual NAV / capital growth 12.00 R10.70 through the: 10.00 1.27 i. Expansion of Acsion’s existing investment properties: 8.00 • Mall@Carnival phase III • Mall@Emba phase III 6.00 R4.38 • Mall@Lebo phase II R3.51 9.44 4.00 R2.96 0.56 0.65 ii. Completion of Acsion’s current development assets (see pages 25-34) 0.37 • Development@Benmore 2.00 0.30 0.31 0.23 0.23 0.25 0.25 2.58 2.95 3.73 • Mall@Moutsiya - -0.00 - -0.00 - -0.00 -0.00 -0.00 0.01 -0.00 0.00 0.05 1.15 1.08 1.41 1.52 1.69 1.76 • Mall@Ruimte • Comerical@Ruimte -2.00 • Hyde Park Terrace • Residential@Moutsiya NAV (ex deferred tax and goodwill) Deferred tax iii. Realisation of the further development opportunities (see pages 35-38) CAGR OF 102.8% FROM FEB 2004 TO 30 SEPTEMBER 2014 iv. Annual net rental yield on Acsion’s existing investment properties HISTORIC INCREASE IN OPERATING PROFIT v. Continuous identification, evaluation and acquisition of property development opportunities within Acsion’s target first year development 214 yield of 15% - 20% on completion 200 • Targets 157 150 i. Maintain retail sector focus (± 75%) 132 118 ii. Sectoral diversification into residential, industrial, commercial and 96 90 100 student accommodation (± 25%) 77 65 iii. Geographic diversification outside of South Africa into selected 50 35 Southern African countries together with strong local partners (target of 25 50% of portfolio) 4 15 0 1 2 4 - iv. Through its network and founders heritage, Acsion is also exploring 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 potential opportunities in South Eastern Europe. A strategy is still being devised and will be subject to shareholder consultation Operating profit CAGR OF 30.8% ON FROM FEB 2004 TO 28 FEB 2014 P 11 I Strictly private and confidential
Existing portfolio provides low risk returns, while development opportunities offer greater risk and returns • Acsion is constantly assessing all development opportunities and has the ability to adjust its strategy to respond to economic climate • This allows Acsion to scale back during a weak economic climate and accumulate development opportunities to position it to take advantage of turnarounds in the economy Higher risk development opportunities Dynamic strategy Low risk completed Development Properties P 12 I Strictly private and confidential
Overview of properties developed and owned by Acsion, current development assets, and further development Acsion Property Fund Limited opportunities
i.Acsion Properties Property developed Fund Limited and now owned by Acsion
Portfolio overview Developed property portfolio: completed in-house by Acsion Weighted Independent WALE average gross Description Sector Location GLA (m²) Value per m² Vacancy Age (yrs) valuation (R‘m) (years) rate/m² (R) Mall@Carnival Retail Brakpan, Gauteng 1,525 72,338 21,082 4.2 4.9% 145 9 Mall@Reds Retail Centurion, Gauteng 820 53,423 15,349 4.1 5.0% 151 11 Mall@Emba Retail Embalenhle, Mpumalanga 419 24,477 17,118 3.1 1.9% 131 7 Mall@Lebo Retail Lebowakgomo, Limpopo 314 23,664 13,269 7.3 1.3% 115 0.5 Moreleta Square Retail Moreleta Park, Gauteng 136 8,507 15,987 4.8 3.2% 131 14 Light industrial / Simarlo Park Centurion, Gauteng 32 6,007 5,337 2.0 16.2% 63 17 commercial Developed portfolio 3,246 188,416 17,229 4.4 4.4% P 15 I Strictly private and confidential
1. Mall@Carnival: Dalpark, Brakpan Cnr Heidelberg & Airport Roads, Dalpark Ext 5, Brakpan Investment highlights and tenant profile Photographs of the property • Well located regional mall on N17 highway • Excellent access to catchment area on N17, Heidelberg Rd and Airport Rd • Uniquely positioned opposite Carnival City • Primary catchment area of approximately 100,000 households • Located in established middle to upper income area • Strong underpin by 96% national tenants • Additional bulk rights available for future expansion (214,749 m 2 total rights) 4% 17% Large national, large listed, major franchises National, listed, franchises, professional firms Other 79% Property overview Sector Retail GLA 72,338m2 WALE (by GLA) 4.2 years Age of building 9 years (Phase II – 3 years) Occupancy* 95.1% Trading density per m2 R2,715/m2 Average footfall per month 750,000 Checkers Hyper (11.9%), Pick n Pay (7.2%), Edcon Major tenants Group (7.1%), Game (7.1%), Woolworths (3.9%) Salient valuation metrics Independent market valuation R1,525m R/m² R 21,082/m2 Weighted average gross rental per m 2 R145/m2 Forward net property income to 30/11/2015 R115,182,563 Forward yield: 12 months to 30/11/2015 7.55% Weighted average escalation 7.9% * Vacancy of 4.9% comprised of 3.0% of space let to be filled shortly due to expanding / rearranging tenants, 0.7% planned vacancy for phase III expansion and 1.2% actual vacancy P 16 I Strictly private and confidential
2. Mall@Reds: Rooihuiskraal, Centurion Cnr Rooihuiskraal & Hendrik Verwoerd Drive, Rooihuiskraal Ext 15, Centurion Investment highlights and tenant profile Photographs of the property • Established regional shopping centre based in the heart of Rooihuiskraal, Centurion on a main arterial route • Dense, fast-growing medium to high income residential area • Strong underpin by 93% national tenant base • Attractive WALE profile 7% 17% Large national, large listed, major franchises National, listed, franchises, professional firms Other 76% Property overview Sector Retail GLA 53,423m² WALE (by GLA) 4.1 years Age of building 11 years (Refer to page 9 for various phases) Occupancy* 95.0% Trading density per m2 R2,363/m² Average footfall per month 380,000 Pick n Pay (11.1%), Game (10.1%), Edcon Group Major tenants (9.6%), Woolworths (6.9%), Virgin Active (6.8%) Salient valuation metrics Independent market valuation R820m R/m² R15,349/m² Weighted average gross rental per m 2 R151/m² Forward net property income to 30/11/2015 R76,747,754 Forward yield: 12 months to 30/11/2015 9.36% Weighted average in force escalation 7.8% * Vacancies of 5.0% (due to reorganisation of tenants due to the leasing strategy) P 17 I Strictly private and confidential
3. Mall@Emba: eMbalenhle, Mpumalanga Cnr eMbalenhle Avenue & Old Provincial Road, eMbalenhle, Mpumalanga Investment highlights and tenant profile Photographs of the property • Only formal retail offering in its primary catchment area with approximately 300,000 residents - primary employer in the area is Sasol • Risk of competing development very limited given constraints on availability of electricity • Located adjacent to main taxi rank and transport node • Nearest mall in the Secunda CBD is approximately 15km away, costing approximately R20 to travel by taxi 20% Large national, large listed, major franchises National, listed, franchises, professional firms 13% 67% Other Property overview Sector Retail GLA 24,477m2 WALE (by GLA) 3.1 years Age of building 7 years (Phase II – 2 years) Occupancy 98.1% Trading density per m2 R2,645/m2 Average footfall per month 500,000 Shoprite (12.5%), Pick n Pay (11.3%), Edcon Group Major tenants (7.7%), Illiad Group (4.7%) Salient valuation metrics Independent market valuation R419m R/m² R17,118/m2 Weighted average gross rental per m 2 R131/m2 Forward net property income to 30/11/2015 R32,905,624 Forward yield: 12 months to 30/11/2015 7.85% Weighted average escalation 8.2% P 18 I Strictly private and confidential
4. Mall@Lebo: Lebowakgomo, Limpopo Cnr R513 & R 579, Lebowakgomo, Limpopo Investment highlights and tenant profile Photographs of the property • Only major retail offering within a 50km radius catering for approximately 300,000 residents in its primary catchment area • Strong underpin by national tenants with long lease expiry profile • Adjacent to municipal taxi rank and complimentary informal retail offering • 93% national tenants, with anchor tenants making up 55.7% by GLA (10 year leases) 7% 9% Large national, large listed, major franchises National, listed, franchises, professional firms Other 84% Property overview Sector Retail GLA 23,664m2 WALE (by GLA) 7.3 years Age of building 0.5 years Occupancy 98.7% Trading density n/a Average footfall per month 400,000 Game (16.8%), Spar (15.8%), Pick n Pay (12.8%), Major tenants Edcon Group (10.3%), Foschini Group (5.9%) Salient valuation metrics Independent market valuation R314m R/m² R13,269/m2 Weighted average gross rental per m2 R115/m2 Forward net property income to 30/11/2015 R28,126,584 Forward yield: 12 months to 30/11/2015 8.96% Weighted average escalation 7.8% P 19 I Strictly private and confidential
5. Moreleta Square: Moreleta Park, City of Tshwane Cnr Garsfontien & Rubenstein St, Moreleta Park, Pretoria Investment highlights and tenant profile Photographs of the property • Long lease expiry underpinned by national tenant • Well-established community shopping centre in the Moreleta Park node • Established convenience node Large national, large listed, major franchises 41% 45% National, listed, franchises, professional firms Other 14% Property overview Sector Retail GLA 8,507m2 WALE (by GLA) 4.8 years Age of building 14 years (Renovated 2012) Occupancy 96.8% Trading density per m2 n/a Average footfall per month n/a Major tenants Spar (44.5%), Eric Barnard Furnishers (6.0%) Salient valuation metrics Independent market valuation R136m R/m² R15,987/m2 Weighted average gross rental per m 2 R137/m2 Forward net property income to 30/11/2015 R12,282,415 Forward yield: 12 months to 30/11/2015 9.03% Weighted average escalation 8.7% P 20 I Strictly private and confidential
6. Simarlo: Hennopspark, Centurion Cnr Jakaranda & Edward Str, Hennopspark, Centurion Investment highlights and tenant profile Photographs of the property • Close proximity to N14 freeway and Hendrik Verwoerd Drive • Suitable for vehicle workshops, distribution and light industrial use • Each unit comprises office space with adjoining workshop and storage 25% National, listed, franchises, professional firms Other 75% Property overview 30 sectional title units of which 27 are owned by Acsion Sector Light industrial / commercial GLA 6,007m2 Tenancy Multi-tenanted WALE (by GLA) 2.0 years Age of building 17 years Occupancy * 83.8% Trading density per m2 n/a Major tenants Car Service Centurion (8.7%), Regal Distributors (7.0%) Salient terms of the property value Independent market valuation R32.3m Value / m² R5,377/m2 Weighted average gross rental per m 2 R63/m2 Forward net property income to 30/11/2015 R2,921,879 Forward yield: 12 months to 30/11/2015 9.05% Weighted average escalation 9.0% * General vacancy of an average of 3 out of 27 units at any one time P 21 I Strictly private and confidential
Portfolio profile: Sector and geographic summary Sector profile by revenue Sector profile by GLA 1% 3% 26% Light industrial Light industrial Retail - metropolitan Retail Retail - rural 71% 99% Geographic profile by revenue Geographic profile by GLA 11% 13% 13% Gauteng 13% Gauteng Mpumalanga Mpumalanga Limpopo Limpopo 76% 74% P 22 I Strictly private and confidential
Portfolio profile: Tenant profile Tenant profile by revenue Tenant profile by GLA 17% 11% Large national, large Large national, large listed, major franchises listed, major franchises 15% National, listed, National, listed, franchises, professional franchises, professional 22% firms firms 61% Other Other 74% • Large national, large listed, major franchises: • Large national tenants, large listed tenants and major franchises, including, inter alia, Shoprite, Checkers, Woolworths, Capitec, Nedbank, Pepkor, Pick ‘n Pay, Standard Bank, Absa Bank, FNB, Game / Massmart, OK Furnishers, Jet Stores, Edgars, Foschini, Truworths, HiFi Corp, Dischem • National, listed, franchises, professional firms • National tenants, listed tenants, franchises and medium to large professional firms, including, inter alia, Steers, KFC, Nandos, Spur, Mugg & Bean, Wimpy, Ocean Basket, McDonalds • Other P 23 I Strictly private and confidential
Lease expiry profile, rental escalations, gross rental Lease expiry profile by GLA Lease expiry profile by gross rental 45.0% 42.6% 35.0% 52.5% post 39.7% post 30.7% 40.0% Feb 2018 30.0% Feb 2018 35.0% 25.0% 30.0% 21.0% 19.8% 25.0% 20.0% 16.6% 20.0% 17.6% 15.6% 15.0% 15.0% 12.1% 9.0% 9.9% 10.0% 10.0% 5.0% 2.9% 5.0% 2.2% 0.0% 0.0% Feb-15 Feb-16 Feb-17 Feb-18 Feb-19 After Feb Feb-15 Feb-16 Feb-17 Feb-18 Feb-19 After Feb 2019 2019 Gross rental per m2 (Rand) Average escalations 160 151 145 9.0% 138 7.9% 140 131 131 8.0% 115 7.0% 120 100 6.0% 5.0% 80 63 4.0% 60 3.0% 40 2.0% 20 1.0% - 0.0% Carnival Reds Emba Lebo Moreleta Simarlo Acsion 1 Acsion P 24 I Strictly private and confidential
Acsion ii. Current Property development Fund Limited assets
Current development assets The existing development assets provide further scale and sectoral and geographic diversification together with NAV / capital uplift as the developments are completed Construction start Estimated Description Status Use Total GLA (m2) Committed tenants date completion date Expansion of existing retail Mall@Carnival Phase III Under construction Retail Aug -14 Oct -15 17,840 The Hub Westpack Lifestyle Brakpan, Gauteng JAM Clothing New developments Development@ Benmore Planning, leasing and Student housing & Jul -15 Mar -17 56,701 - design Mixed use – high Benmore, Gauteng rise Mall@Moutsiya Planning , leasing and Retail Nov-14 Oct-15 13,544 Choppies design Nizams Walkraal, Limpopo Cashbuild Pharmacy Optometrist Medical Suites Fish & Chips Hair Salon Mall@Ruimte Phase I Planning and leasing Convenience retail Mar -15 Mar -16 16,925 - Monavoni, Gauteng P 26 I Strictly private and confidential
Current development assets (continued) The existing development assets provide further scale and sectoral and geographic diversification together with NAV / capital uplift as the developments are completed Construction start Estimated Total GLA (m2) Committed tenants Description Status Use date completion date / units New developments Commercial@ Ruimte Planning Big box commercial Jun -15 Jun -16 15,000 - & specialised retail Monavoni, Gauteng Held for sale Hyde Park Terrace Under construction Residential Jan - 14 Feb- 15 12 units and 27 Offers to purchase for 4 stands stands Hyde Park, Gauteng Residential@Moutsiya Planning Residential n/a n/a 514 units - Walkraal, Limpopo P 27 I Strictly private and confidential
1. Mall@Carnival Phase III Cnr Heidelberg & Airport Roads, Dalpark Ext 5, Brakpan Investment highlights Location of the development • Tenant driven expansion comprising a combination of new tenants and expanding existing tenants • Entrenches Mall@Carnival’s position as the preferred one stop retail and services destination for its primary catchment area - Brakpan, Benoni, Springs, Boksburg and Germiston • Recent shopper survey prepared by Dirk Prinsloo identified increased support for Mall@Carnival from Boksburg, Springs and the rest of the East Rand. Monthly support for the mall is much higher than East Rand Mall, Lakeside Mall and Eastgate from this catchment area • Substantial portion of shoppers in LSM 6 – 10+: • LSM 9 forms the majority of shoppers • 36% of shoppers in the LSM 10/10+ category • Increases Mall@Carnival’s profile to a dominant regional shopping centre • Expected NAV uplift per GLA m2 of R10,191 before any anticipated cap rate compression is taken into account Development overview Start date Aug -14 Completion date Sep-15 Total anticipated GLA 17,840 Total capital cost (R'm) 155.2 Capital cost per GLA m2 8,700 /m2 Estimated average rental / m 2 130 P 28 I Strictly private and confidential
2. Benmore student housing and mixed-use high rise development Benmore, Gauteng Investment highlights Location of the development • Total land size of approximately 1 ha in the heart of Sandton’s densely populated, ultra high-income residential Benmore node. Close proximity to South Africa’s “golden mile”, the Sandton City district • Acsion is awaiting the subdivision of the land before registration can take place • Applied for rights of up to 70,000m2. Awaiting approval however no objections to rights application were received • Earmarked for student accommodation and mixed-use high-rise development • Property is located adjacent to Crawford College Benmore and close proximity to Varsity College Benmore • Scarcity of land for new high-rise developments in Sandton • Development is in line with Acsion’s vision of sectoral diversification into residential and mixed-use property developments • Engineering services assessment and traffic impact assessment completed and approved by the council with anticipated construction start date of March 2015 Development overview Anticipated start date Mar-15 Anticipated completion date Mar-17 Total anticipated GLA 56,107 Estimated total capital cost (R‘m) 1,245 Estimated capital cost per GLA m2 22,186 /m2 P 29 I Strictly private and confidential
3. Mall@Moutsiya Cnr R568 & R573, Walkraal, Limpopo Investment highlights Location of the development • Highly visible and easily accessible location with direct thoroughfare onto the Moloto Road, a major regional arterial road through the Elias Motsoaledi municipality in Limpopo • Primary catchment market consists of approximately 136,000 people and secondary catchment market consists of approximately 396,000 people (Feb 2009 Demacon Study) • Phase I of the development will comprise a 12,244m 2 of retail offering, as well as a 1,300m2 petrol station Development overview Anticipated start date Jan-15 Anticipated completion date Nov-15 mall 12,244 Total anticipated GLA petrol station 1,300 mall 84.6 Estimated total capital cost (R‘m) petrol station 9.0 mall 6,923 /m2 Estimated capital cost per GLA m2 petrol station 7,769 /m2 mall 102.33 Estimated average rental / m 2 petrol station 119.23 P 30 I Strictly private and confidential
4. Mall@Ruimte Phase I Cnr R55 & Marais Road, just off the N14 Freeway, Monavoni, Gauteng Investment highlights Location of the development • Located on an extremely busy arterial route accessible from the N14 freeway and the R55 – nearby petrol station sells 1 million litres of fuel a month • Phase I development to comprise 16,925m 2 • Ideal for a value / convenience / lifestyle centre which is under-represented in the Monavoni area with the closest convenience/value offering over 7km away • Convenience offering will be complimentary to Forrest Hill offering • Development will be tenant driven • Offering will also include drive through fast food Development overview Anticipated start date Mar-15 Anticipated completion date Apr-16 Total anticipated GLA 16,925 Estimated total capital cost (R' m) 139.7 Estimated capital cost per GLA m2 8,256 /m2 Estimated average rental / m2 125.00 P 31 I Strictly private and confidential
5. Commercial@Ruimte Cnr R55 & Marais Road, just off the N14 Freeway, Monavoni, Gauteng Investment highlights Location of the development • Located on an extremely busy arterial route accessible from the N14freeway and the R55 – nearby petrol station sells 1 million litres of petrol per month • Phase 1 development to comprise 15,000m 2 • Rights have been obtained for specialised commercial and retail, and offering will include retail vehicle showrooms and big box value offering • Vehicle showroom and value offering will be complementary to Forest Hill offering Development overview Anticipated start date Mar-15 Anticipated completion date Apr-16 Total anticipated GLA 15,000 Estimated total capital cost (R' m) 85.0 Estimated capital cost per GLA m2 5,667 /m2 Estimated average rental / m2 90 P 32 I Strictly private and confidential
6. Hyde Park Terrace 56 on First Road, Hyde Park, Gauteng Investment highlights Location of the development • High-end residential development in the heart of one of Sandton’s most exclusive areas • Total land size of 2.5 ha • 500m away from Hyde Park shopping centre • Development opportunity: 39 units of approximately 350-540m2 under roof, 4- 5 bedrooms • 3 units to be completed by November 2014, 9 completed by February 2015 • 4 offers to purchase, 23 stands remaining to be sold with building packages or vacant land • Significant appetite based on initial marketing and sales • Growing demand for luxury residential properties in close proximity to Sandton CBD driven by rising living standards • Completed 4-5 bedroom units starting from R6.5 million • 12 units and 27 stands Development overview Start date Jan-14 Completion date Jun-15 Estimated capital cost (R' m) 84 Estimated development profit from sale (R' m) 9.6* * Estimated at 1 Nov 2014, subsequent sales have been strong, estimated profit revised upwards to R28 million P 33 I Strictly private and confidential
7. Residential@Moutsiya Walkraal, Limpopo Investment highlights • Total land size of 40 ha • Partnership with local residents and the local municipality to approach prospective buyers with access to housing subsidies from the Department of Human Settlements • Proclamation of land at final stages with all services (water, sewage and electricity) already secured • Plans to build up to 514 residential units for sale supported by shortage of affordable housing in the Moutsiya area Development overview Anticipated start date n/a Anticipated completion date n/a P 34 I Strictly private and confidential
Acsion iii. Further Property development Fund Limited opportunities The value to be derived from these developments, and other future development opportunities, is not included in the tangible NAV of Acsion and has been reflected in the value of goodwill as shown on the Acsion balance sheet
1. Mall@Maputo Circular de Maputo, Maputo (adjacent to the Stadium and University) Investment highlights Location of the development • Located in northern Maputo and adjacent to the main Maputo ring road, with a total land size of 8.9 ha • Memorandum of Understanding signed with Mozambican Ministry of Sport to develop a 50,000m2 shopping centre – agreement to be finalised • Effective holding of 85%, with 15% held by local partners (9% Mozambique Ministry of Sport, 2% Municipality of Maputo, 4% private holders) • Development to be completed in partnership with a reputable local Mozambican partner • Development in line with Acsion’s vision of geographic diversification into sub-Saharan retail • As per Dirk Prinsloo study, there are 125 000 households in the primary trade area, which is expected to increase to 140 000 by 2020, and there is limited formal retail supply in the northern sector of Maputo - support for 46 275m2 of retail in the primary and secondary catchment area • Interest has been received from SA national retailers looking to expand their footprint into Maputo Development overview Anticipated start date Jul-15 Anticipated completion date Nov-16 Total anticipated GLA 50,000 Estimated total capital cost (R‘m) 832 Estimated capital cost per GLA m 2 16,640 /m2 Estimated average rental / m 2 276 P 36 I Strictly private and confidential
2. Offices@Lusaka 3. 101 on the Park Lusaka, Zambia Katherine Street, Sandton Investment highlights Investment highlights • Strong African economy with limited available infrastructure for • Demand for high quality residential accommodation in the heart of Sandton multinational companies • Opportunity to enter into a joint venture with Francois Basson, the • Site located in close proximity to Manda Hill Shopping Mall and next to co-developer of Sandton’s high profile Emperor and Regent residential Standard Chartered Lusaka offices developments in Sandton, who has secured an option to acquire the land parcel at 101 on Katherine Street • Negotiations with a local land owner to co-develop up to 20,000m2 of office space underway • Co-development alongside an experienced residential developer to bolster Acsion’s development expertise in the residential property sector • Preliminary marketing in process with strong interest for tenancy by multi- nationals • Development is anticipated to comprise 240 residential units with a total GLA of 15,870 m2 Development overview Development overview Anticipated start date n/a Anticipated start date n/a Anticipated completion date n/a Anticiipated completion date n/a P 37 I Strictly private and confidential
4. Mall@PietRetief Corner N2 and Brand Street, Piet Retief, Mpumalanga Investment highlights • Ideally located to cater for primary Piet Retief catchment area as well as secondary catchment areas of Retiefville, Kempville, Harmony Park and Ethandakhukanya given limited formal retail offerings in these areas • Site is ideally located outside of Piet Retief CBD and along the N2 as a convenient one-stop alternative for CBD shoppers • Existing main taxi rank 130m from proposed development site • Highly visible on the N2 – exposure to high traffic volumes with many of the residents of the secondary catchment area travelling via the N2 to the Piet Retief CBD • Fernridge study to support the first phase development of up to 25,000m2 shopping centre Development overview Anticipated start date n/a Anticipated completion date n/a P 38 I Strictly private and confidential
Acsion Property Fund Limited Operations
Management The Acsion team Kiriakos Anastasiadis – Chief Executive Officer (61) • Kiriakos is the founder and managing director of Acsion and the Development Company • Visionary for the future growth strategy of the group both locally and abroad • Kiriakos holds a MSc in Structural Engineering and is a registered Professional Engineer, with over 36 years’ experience in construction and property development Pieter Scholtz – Chief Financial Officer (38) • Pieter joined the group in 2010 as financial manager. He holds a CA (SA) M.Com (Tax) from the University of Johannesburg • Completed his articles at Deloitte & Touche in 1999 after which he joined Standard Corporate Merchant Bank in 2000 as an equities analyst • Pieter later managed the operational side of the link investment services platform at Stanlib before moving to the financial advisory services division of Standard Bank. He joined BDO Spencer Steward in 2008 where the majority of his clients were property based, and where he gained valuable experience within the property sector Yanni Anastasiadis – Developments Director (31) • Yanni heads up New Business Developments and Project Management of the group, where he is responsible for driving the construction and development projects and ensuring feasibilities and budgets are achieved • He holds a BSc (Hons) in Construction Management (Oxford Brooks University, England) and has experience working in construction both in South Africa and abroad • Since joining the group, Yanni has managed the development of ±120 000m2 of new retail space Dimitri Thomas – Leasing Director (38) • Dimitri has been with Acsion since 2004 • He holds a BSc in Electrical Engineering from the University of Witwatersrand, and heads up the leasing and development function at the group, where he is responsible for driving key negotiations with all tenants, conceptualizing tenant mix and layout design, planning and implementing strategies to maximize investment performance of the existing ±190 000m2 portfolio, as well as growth of the portfolio • He has extensive experience in all aspects of property development, management and market trends, and has several years of retail industry experience P 40 I Strictly private and confidential
Management Reporting structure Chief Executive Officer Kiriakos Anastasiadis Developments Director Leasing Director Chief Financial Officer Portfolio Manager (major subsidiaries) (major subsidiaries) Pieter Scholtz Gavin Balsdon Yanni Anastasiadis Dimitri Thomas Development support Portfolio management Financial support team team consisting of 1 Leasing support team support team consisting of consisting of 10 people person + construction consisting of 8 people 18 people project teams * All property and asset management activities are supported by MDA property system ** As Acsion grows, it will bulk-up its staff complement and will look to establish in-country offices as it expands into Southern Africa P 41 I Strictly private and confidential
Debt management 30-Aug-2014 Gearing1 7.0% Fixed portion of debt 0% Weighted average cost of finance2 7.4% Weighted average maturity3 7.0 years Gearing limit 45% Maturity profile of debt Debt providers 16% 21% 1 - 5 years Investec Bank 5 years and longer Nedbank 79% 84% 1. Gearing ratio: total external interest bearing debt divided by total developed property assets at 30 August 2014 2. Weighted average cost of finance includes the facility advanced by Investec Bank Limited at a current rate of prime less 200 basis points. Pursuant to the listing, Investec and Acsion have agreed that Investec will re-price the Investec facility to prime less 100 basis points if Acsion has not settled the facility within 12 months of listing. Acsion is in the process of obtaining additional facilities 3. The weighted average maturity of Acsion’s borrowings will change if Acsion chooses to re-finance its facilities with Investec Bank Limited as set out in point 2 above P 42 I Strictly private and confidential
Acsion Property Governance andFund boardLimited composition
Governance • The board will consist of 6 members, two of whom are Executive Directors, with the remaining four members being Independent Non-Executive Directors • The board will comply fully with the King III Code of Governance for South Africa 2009 (King III) • The board is well balanced, and consists of members with: • prior property experience and knowledge; • excellent understanding of technical accounting and audit related issues; • prior listed board experience; and • vast commercial knowledge and experience • Executive Directors • Kiriakos Anastasiadis (Chief Executive Officer) • Pieter Scholtz (Chief Financial Officer) • Independent Non-Executive Directors • Sonja Griesel (Audit and risk committee) • Thabani Jali (Remuneration committee) • Dr Phetole David Sekete (Social and ethics committee) • David Green (Chairman and Investment committee) P 44 I Strictly private and confidential
Governance David Green BA LLB (University of the Free State) David is an admitted Advocate in the Supreme Court of South Africa. He has been chairman of the SA Listed Property Association, and was the founding chairman of the Rosebank Business Improvement District. He was chairman of the SAPOA convention committee from 2010-present, and is currently a SAPOA board member. David brings a wealth of property experience to the Acsion board, and will be the board’s first Chairman as well as chairing the Acsion Investment Committee. Thabani Jali BA (Fort Hare), LLB (Natal University), LLM (Tulane University, USA) Judge Jali joined the Nedbank Group in October 2011 as the Group Executive responsible for Governance, Compliance, Sustainability and Nedbank Editorial and Language Services. Prior to joining Nedbank, Jali had over 20 years’ experience in the legal profession as an Attorney, Mediator, Arbitrator and later as a Deputy Judge President of the High Court. Thabani will chair the Nomination and Remuneration committee. P 45 I Strictly private and confidential
Governance Sonja Griesel CA(SA), B.Com (University of the Free State), B.Compt. (Hons.) (University of South Africa), M.Com. (Accounting) (University of Johannesburg) Sonja has lectured Financial Accounting, Auditing and Tax at the Central University of Technology (Free State) from 1985 until 1987, after which she was a senior lecturer in Financial Accounting at the University of Johannesburg until 1999. From 1999 until 2007, she was an associate professor and head of Applied Financial Accounting and Advanced Financial Accounting at the University of South Africa. From 2007 until 2011 she was a senior lecturer at the University of Pretoria. Sonja has over 25 years of academic experience in accounting and audit related subjects. Sonja will chair the Audit and Risk Committee. Dr Phetole David Sekete BSc (Uni. North) MBchB (Natal) MSc Med (Wits) Dr Sekete is a graduate of Turfloop, University of Natal, and the University of the Witwatersrand. He has been director of Meditech (8 years), Buhle Waste (17 years), Liseko (9 years) and several subsidiaries of the Acsion group for 7 years. He has been a medical practitioner for the last 30 years. Dr Sekete will chair the Social and Ethics committee. P 46 I Strictly private and confidential
Acsion Property Summary financial Fund information Limited
Forecast statement of comprehensive income 4 Months ending 2015 12 Months ending 2016 Revenue 144,368,299 448,165,290 Rendering of services 32,000 83,200 Rental Income 106,269,100 334,630,195 Interest received (trading) 214,127 478,485 Lease accrual 3,611,829 2,173,138 Utility recoveries 34,241,243 110,800,272 Other income 1,952,252 6,095,408 Rental income 963,683 2,925,988 Recoveries 698,541 2,167,818 Other income 245,228 520,953 Interest received 44,800 480,649 Expenses (66,113,965) (191,973,302) Depreciation (9,613,004) (28,839,011) Rates and taxes (9,994,713) (32,083,553) Electricity (21,433,029) (70,910,233) Other (25,073,219) (60,140,505) Operating profit 80,206,586 262,287,396 Fair value adjustments - 139,700,000 Finance costs (7,047,626) (65,127,450) Profit before taxation 73,158,960 336,859,946 Taxation (including deferred taxation) (27,966,279) (77,683,004) Profit for the year 45,192,681 259,176,942 * Forecast income statements as presented reflect forecasts for the Developed Investment Properties only. No forecast income / expense has been included for the Current Development Assets and the Future Development Opportunities P 48 I Strictly private and confidential
Key assumptions for statement of comprehensive income • Structural vacancy: • Carnival – 2.5% • Reds – 4.0% • Emba – 3.0% • Lebo – 2.0% • Moreleta – 3.0% • Simarlo – 15.0% • Renewals: space-by-space and where it is assumed that a lease will not be renewed, a vacancy period of 3-6 months has been included in the budget • Escalations: per contractual lease agreements • Reversions: assessed on a case-by-case basis and reversions are budgeted where it is believed they will arise • Recoveries, electricity: • Gauteng – 125% • Mpumalanga – 110% • Limpopo – 100% • Recoveries, water: All malls - 100% • Inflation: • Electricity – 12.0% • All other utilities 8.5% • Security and cleaning 7.5% • Consultant fees – 10.0% • Repairs and maintenance, after initial 12 month period 7.5% - 8.0% • Interest: Assumed repo rate to remain at current level • Tax: 28.0% and 18.67% deferred tax on revaluations on Developed Investment Properties and Current Development Assets • Property revaluations: Determined in accordance with the projected valuations of the Developed Investment Properties as prepared by the Independent Valuer. No fair value adjustments on developments have been taken into account in the fair value adjustment for the 2016 forecast. The adjustment reflected relates only to the current Developed Investment Properties P 49 I Strictly private and confidential
Pro forma statement of financial position Notes Before listing R’m Listing R'm 3 Non-current assets 1 Investment property 2 3,246.3 3,246.3 Defined development assets 4 339.6 339.6 Goodwill 950.0 950.0 Other non-current assets 0.7 0.7 Current assets Cash and cash equivelants 19.1 216.1 Other current assets 24.7 24.7 Total assets 4,580.4 4,777.4 Equity and liabilities Shareholder equity 3,726.6 3,923.6 Non-current liabilities Interest bearing liabilities 229.7 229.7 Deferred tax 5 501.1 501.1 Current liabilities Current liabilities 85.9 85.9 Land payable 34.7 34.7 Expense provision 2.5 2.5 Total equity and liabilities 4,580.4 4,777.4 Shares in issue 394,959,976 413,478,495 NAV per share including deferred tax 9.44 9.49 NAV per share excluding deferred tax 10.70 10.70 P 50 I Strictly private and confidential
Pro forma statement of financial position – notes Notes to the pro forma statement of financial position: 1. Developed Investment Properties valued as per independent valuation as set out on page 15 2. Current Development Assets are valued in terms of a directors’ valuation at net realisable value as set out on page 52 3. Listing column assumes that R200,000,000 (net of a capital raising fee of 1.5%) of proceeds are raised at an issue price of R10.80 per share 4. Goodwill represents the premium paid by current Acsion shareholders on the formation of the Acsion group for 100% of the development company in order to secure future development projects for the group as well as the value of the land at Benmore and project in Maputo. • Acsion has entered into a binding sale agreement for the acquisition of the land parcel from Telkom Limited • The land is still in the process of being transferred, and although the land transfer appears to be imminent, it does not meet the recognition criteria for recognition for an asset in terms of IFRS, as the Acsion is not deemed to control the asset until transfer of the land has been completed • Accordingly, the amount paid pursuant to the restructure transaction must, in terms of IFRS, be recognised as goodwill until such time as the risks and rewards of ownership of the land have transferred • The land at Benmore has been valued at R210 million in terms of a directors valuation of R3,742 / m 2 for 56,107 m2 , the current anticipated project size for the development • Acsion has signed a Memorandum of Understanding with the Mozambican Ministry of Sport to develop a 50,000m 2 shopping centre in Maputo • The definitive transaction agreements are still in the process of being negotiated and finalised • Since no formal or definitive agreement has been signed and no risks and rewards of ownership have passed to Acsion, it does not meet the recognition criteria for an asset in terms of IFRS, as Acsion is not deemed to be in control of the rights to build on the land until a definitive agreement has been signed • Accordingly, the amount paid pursuant to the restructure transaction must in terms of IFRS, be recognised as goodwill until such time as the company has secured the risks and rewards of ownership of, or similar rights in, the asset • The project at Maputo has been valued at R200 million in terms of a directors valuation at this stage of R4,000 / m 2 for an anticipated development of 50,000 m2 5. With the exception of Hyde Park Terrace and Residential@Moutsiya, Acsion’s strategy in to retain the significant majority of the assets it develops and will accordingly not realise its deferred tax liabilities P 51 I Strictly private and confidential
Valuation of the current development assets The current development assets will result in the unlock of NAV / capital uplift for Acsion shareholders Total Anticipated Estimated NPV of NAV / Costs costs per Development date of Balance value on Discount Years to capital incurred to Development feasibility profit3 completion sheet NAV7 completio1 rate completion4 profits5 date6 study2 (R’m) of (R’m) (R’m) (R’m) (R’m) (R’m) development Net realisable developed value: Mall@Carnival (phase III) 281.0 155.2 125.8 31-Aug-15 25.0% 0.75 106.5 2.3 108.8 Mall@Moutsiya 105.0 94.7 10.3 30-Oct-15 25.0% 0.92 8.4 9.3 17.6 Mall@Ruimte (phase I) 213.0 139.7 73.3 31-Mar-16 25.0% 1.33 54.4 20.2 74.6 Commercial@Ruimte 173.0 85.0 88.0 30-Jun-16 25.0% 1.58 61.8 14.4 76.2 Hyde Park Terrace 93.1 83.5 9.6 30-Jun-15 25.0% 0.58 8.4 54.1 62.4 339.6 Notes: 1. Estimated value on completion per valuations provided by the independent valuer 2. Total costs per feasibility study, reflects Acsion’s estimation of the total development cost to be incurred in completion of the project and includes land, tenant installations, tenant allowances (where applicable) and consultant fees 3. Development profit is equal to the difference between the estimated value on completion and the total costs per Acsion’s feasibility studies 4. Years to completion calculated as the time between the anticipated date of completion and the anticipated listing date of 8 December 2014 5. NPV of NAV uplift / capital profits reflects the net present value of the NAV uplift / capital profits, calculated using a discount rate of 25%, as at the anticipated date of listing on 8 December 2014 6. Costs incurred to date, reflect the total costs including land acquisition costs, building costs and professional fees incurred to date 7. Balance sheet NAV is calculated as the sum of the NAV of development profits and the costs incurred to date P 52 I Strictly private and confidential
Acsion Property Proposed Offer summary Fund Limited
Summary of the Acsion Offer Issuer Acsion Limited Offer size R200 million Offer structure Primary issue Offer price R10.10 – R10.80 per share Indicative market R4.2 – R4.5 billion capitalisation Blended cap rate on developed properties: 8.26% Pricing metrics Development assets: developed value / land value Value of development company (goodwill) for further development opportunities Target annual NAV / 20% - 25% capital growth “Real Estate Holdings and Development” sector of the main board of the JSE Limited Listing location As focus is on capital growth, Acsion will not seek REIT status on listing Free float 20-25% Distribution structure Private placement Timing Early December Independent valuer Peter Parfitt of Quadrant Properties Proprietary Limited Legal advisor Read Hope Phillips Attorneys Investment banker Investec Bank Limited Reporting accountants Ernst & Young Inc. A JSE listing will provide Acsion with a solid platform for growth from which to accelerate its development activities, supporting its diversification both sectorally and geographically, providing shareholders access to sustainable capital growth P 54 I Strictly private and confidential
Conclusion A unique investment opportunity in an NAV focused property developer • Unique opportunity for investors to participate in the JSE’s only focused development company alongside a highly experienced management team with a 17 year proven track record of delivering NAV / capital uplift for its shareholders • In addition to the capital profits from its current development assets, Acsion will continue to seek out new development opportunities and through its development expertise, aims to secure further opportunities to accelerate the growth in NAV that it has delivered for its shareholders to date • Growth opportunities to include sectoral and geographic diversification into residential and commercial and Southern African development respectively • The proposed listing price at NAV (excluding deferred tax) is competitively priced relative to international NAV-focused property development companies P 55 I Strictly private and confidential
Acsion Property Fund Limited Annexures
Acsion Property Annexure I: CaseFund studyLimited
Case study Development of Mall@Carnival Phase I & II • In 2002, Acsion identified a need for a substantial retail offering in the Brakpan area given the areas’ high density, rising income population and the distance to and accessibility of other retail offerings in the catchment area • Given the draw of Carnival City as a destination gaming and entertainment node for the broader Brakpan catchment area, the accessibility of the site on the N17 highway and demographics of the surrounding areas, Acsion identified the current site of the Mall@Carnival as an attractive site for a potential retail development. It subsequently acquired a 7.5 ha plot of land in 2004 with the view to develop a regional mall to service the broader Boksburg, Kwathema, Brakpan, Dalpark, Tsakane, Springs, Germiston, Benoni, Nigel and Daduza catchment areas at the same time Acsion applied for rights on the land of earmarked for Phase II • Acsion thereafter continued the process to secure “special zone” development rights on the full portion of land, which rights were proclaimed in 2004 • Phase I of the Mall@Carnival of 30,000m2 commenced in 2004, and was completed in October 2005 at a total capital cost of R100 million • Given further tenant demand and the continued densification and spending power of the primary catchment areas, an additional 13.9ha of additional bulk was acquired in 2010, increasing Acsion’s total land holding to a total of 21.4 ha. The same “special zone” development rights had already been secured for the additional bulk in 2004 • To service the above-mentioned demand, development of phase II of the Mall@Carnival commenced in 2010 comprising a 42,000m2 extension to the centre which was completed in September 2011 at a total capital cost of R226 million • An additional R10 million has been spent on ad hoc capital upgrades to the mall since its construction • Acsion’s vision culminated in the Mall@Carnival today comprising a 72,338m2 regional centre which is currently valued at R1,525 million (vs. a total development cost of R371 million) • Due to additional tenant demand, and in order to right-size some shops, phase III of the Mall@Carnival commenced in August 2014 to add a further ±18,000m2 to the centre P 58 I Strictly private and confidential
Case study Return calculation R’000 Feb 2005 Feb 2006 Feb 2007 Feb 2008 Feb 2009 Feb 2010 Feb 2011 Feb 2012 Feb 2013 Feb 2014 Project Cash Flows Investment (20,033) (94,574) (5,570) 374 (1,878) (15,083) (101,466) (126,193) (1,638) (5,227) Operational cash flows 2,543 9,669 26,220 28,022 30,160 31,851 48,295 31,519 87,807 109,282 Terminal value (fair value of - - - - - - - - - 1,525,000 property) Terminal value (operational - - - - - - - - - (24,086) assets) Net cash flow (17,490) (84,905) 20,650 28,396 28,282 16,768 (53,171) (94,674) 86,169 1,604,969 IRR (pre-tax) 45.1% R’000 Feb 2005 Feb 2006 Feb 2007 Feb 2008 Feb 2009 Feb 2010 Feb 2011 Feb 2012 Feb 2013 Feb 2014 Equity Cash Flows (including shareholder loans) Investment (19,711) (254) 6,051 8,225 353 (6,999) (25,288) (12,041) 4,753 42,135 Terminal value (fair value of - - - - - - - - - 1,525,000 property) Terminal value (operational - - - - - - - - - (24,086) assets) Less: Net debt - - - - - - - - - (101,483) Net cash flow (19,711) (254) 6,051 8,225 353 (6,999) (25,288) (12,041) 4,753 1,441,566 IRR (pre-tax) 62.8% P 59 I Strictly private and confidential
You can also read