14 November 2018
Accelerating our growth strategy 14 November 2018 Agenda - - PowerPoint PPT Presentation
Accelerating our growth strategy 14 November 2018 Agenda - - PowerPoint PPT Presentation
Accelerating our growth strategy 14 November 2018 Agenda Originate Invest Operate 1. Overview Helen Gordon Chief Executive 2. FY18 Financial Results Vanessa Simms Chief Financial Officer 3. Financial impact of the transaction Vanessa
Originate Invest Operate
www.graingerplc.co.uk
Agenda
- 1. Overview
Helen Gordon Chief Executive
- 2. FY18 Financial Results
Vanessa Simms Chief Financial Officer
- 3. Financial impact of the transaction
Vanessa Simms Chief Financial Officer
- 4. Market and business updated
Helen Gordon Chief Executive
- 5. Summary
Helen Gordon Chief Executive
2
Originate Invest Operate
Accelerating our PRS growth strategy
3
Great progress to date with £943m secured Expanding pipeline to £1.37bn Growing pipeline c.£347m proposed rights issue Raising equity for growth Strong financial performance and continued track record of delivery Strong financial results A large, high quality, Grainger-managed, tenanted PRS portfolio – c.1,700 units Acquisition of 100% GRIP JV
www.graingerplc .co.uk
Originate Invest Operate
FY18 Results^ - Strong performance
4
Key highlights
Adjusted earnings*
£94m
+26%
Net rental income
£43.8m
+8%
Rental growth*
+4.0%
Like-for-like
EPRA NNNAV*
316pps
+4% Secured pipeline increased to £943m to date (excl GRIP) Further £382m in planning and legals Strong operational performance across all metrics, at scale with over 8,200 units AUM Accelerated asset recycling with £157m sold in FY18 Strong sales performance Improved capital structure Investment in technology
Total return ROSE*
6.1%
^ All figures for year ended 30 September 2018 unless otherwise indicated.* Definitions of non-IFRS measures can be found on the final page of this document.
www.graingerplc .co.uk
Originate Invest Operate
Strong track record of delivery
5
* Non-IFRS definitions can be found in the Appendix. ** Targeted NRI growth is a target only and not a profit forecast. There can be no guarantee of future performance. *** Assumes successful completion of GRIP acquisition.
Target of £850m PRS investment by 2020 £943m secured to date Grow NRI 35% growth delivered from FY15 to FY18 Improve margins (gross to net) Gross to net reduced from 31% (FY15) to 26% (FY18) Reduce overheads* Reduced by 25% compared to FY15 to £27.9m (FY18) Lower LTV * Lowered from 45.5% (FY15) to 37.1% (FY18) Reduce cost of debt to 4% * Reduced to 3.2% (at period end, FY18) Net rental income to cover costs by 2020 NRI > costs, post pipeline NRI to equal sales profits by 2020 Pipeline secured to deliver NRI > sales Portfolio to be 50:50, PRS and Regulated Tenancies Pipeline secured to deliver PRS > 50%
We said… (in January 2016) We delivered…
Simplify the business £450m of non-core businesses sold £157m of asset-hierarchy led recycling 4 JV’s brought to profitable conclusion***
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Originate Invest Operate
Opportunity to accelerate growth
6
Growth opportunity
Acquisition of remaining 75% of the GRIP JV from APG for £396m Grainger-managed portfolio since 2013 History of strong performance and resilient rent roll Strong rental locations Full flexibility to invest in London and South East post transaction (1) Acquiring c.1,700 tenanted PRS assets (GRIP)
Gross rents of c.£32.5m*
per annum targeted
Raising equity for growth
(2) Increasing our PRS development pipeline
£1,370m
(FY18)
Funding our growth
c.£347m rights issue, to be launched 14 Nov 2018 Additional debt capacity and
- perational cashflow
* Forecast FY19 assuming 3.2% rental growth and normalised void rates. Targeted gross rents is a target only and not a profit forecast. There is no guarantee of future performance.
www.graingerplc .co.uk
Originate Invest Operate
Acquiring GRIP –
a large, high quality PRS portfolio
7
Large, high quality, tenanted PRS portfolio in attractive, target locations in London and SE Managed by Grainger since 2013 4.9%* gross yield, c.£32.5m gross rents pa targeted** Strong future rental growth locations Value-add opportunities to drive further rental growth Mid-market rental price point
94%
% of London assets within 10 mins walk of Tube/Rail Network
* Gross yield on stabilised portfolio only
Avg GRIP rent as a % of market avg (London)
92% GRIP Portfolio – Total GAV of £696m (c.1,700 PRS units)
Argo Apartments, Canning Town, London Kew Bridge Court, Kew Bridge, London Silbury Blvd, Milton Keynes
**Forecast FY19 assuming 3.2% rental growth and normalised void rates. Targeted gross rents is a target only and not a profit forecast. There is no guarantee of future performance.
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Originate Invest Operate
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Acquisition rationale
Strategic, scale and synergies
8
- 1. Strategic fit
Aligned to our strategy Immediate income and dividend growth Accelerates transition into PRS Simplifies our business
- 3. Operational
synergies
Deep knowledge of the portfolio – Grainger managed Alignment of portfolio strategies Enhanced scale and efficiencies Improved returns
- 4. Financial
£32.5m** increase in gross rents pa targeted Gross to net reduction from 32% to 26%*** Future NAV growth from pipeline Cost savings and financial synergies Supports improved credit profile Enhanced total returns, targeting > 8%****
- 2. Portfolio scale
Large, high quality tenanted PRS portfolio Mid-market rental price points Located in highest growth, target areas of UK £17m value add
- pportunities*
* Estimate of NAV gain over four years based on achieving c.£9m profit from asset recycling programme and c.£8m profit from capital works **** Targeted total return for Grainger is a target
- nly and not a profit forecast. There can be no
guarantee of future performance. *** Forecast FY19, aligned to Grainger’s group gross to net ** Forecast FY19 assuming 3.2% rental growth and normalised void rates. Targeted gross rents is a target only and not a profit forecast. There is no guarantee of future performance.
Originate Invest Operate
GRIP Portfolio
(75% of GAV)
943 45 382 505
New pipeline Secured GRIP Pipeline (75% of Investment) Planning/legals
Increasing our PRS pipeline
9
PRS investment, £m Breakdown of pipeline by acquisition type, £m
138 291 514 45 110 272 505
Tenanted Acquisitions Direct Development Forward Funding Secured Pipeline GRIP (75%) Planning / Legals
Increased pipeline £1,370m Original £850m target
Forward Funding includes GRIP pipeline (24.9%) and Vesta JV (20%) both formerly within co-investment category. Tenanted acquisitions includes 24.9% of GRIP tenanted acquisitions formerly within co-investment category,
FY17: £651m Total investment £1,875m
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Originate Invest Operate
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Investing in strong rental growth markets
10 10
Targeting the largest PRS locations with the best proven rental growth prospects
Liverpool Sheffield Portsmouth
Weak existing tenant demand but strong growth prospects Strong existing tenant demand & strong growth prospects
Weak existing tenant demand & weak growth prospects
Strong existing tenant demand but weak growth prospects Current PRS demand Long-term growth potential
Schemes secured Target locations Under review Not under consideration
London Manchester Leeds Milton Keynes Bristol Brighton Southampton Birmingham GRIP footprint Portsmouth Liverpool Sheffield
New acquisition (FY18)
Originate Invest Operate
Accelerating our transition to a PRS investment business
11 11
PRS 35% Regs 65% £70m £44m
Resi Sales Profit Net Rent
PRS 68% Regs 32%
Resi Sales ProfitNet Rent^^^
PRS 24% Regs 76%
Resi Sales Profit Net Rent
PRS 52% Regs 48%
Resi Sales Profit Net Rent***
^Pipeline includes both secured and planning / legals schemes.. ^ ^ Estimated net rent post pipeline completed and stabilised, as per NRI bridge. ^ ^ ^ Estimated NRI is a target only and not a profit forecast. There can be no guarantee of future performance.*Based on valuation of Grainger and GRIP as at 30.9.18. ** Grainger FY18 NRI plus forecast GRIP FY19 NRI assuming £32.5m gross rent less targeted 26% gross to net. ****Estimated NRI is a target only and not a profit forecast. There can be no guarantee of future performance.
FY15 Pre Strategy (£, GAV) FY18 Before Acquisition (£, GAV) FY18 After Acquisition* (£, GAV) After Acquisition, Post Pipeline^ (£, GAV) £70m £68m** £70m £128m^^ £61m £32m
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Vanessa Simms Chief Financial Officer
- 2. FY18 Financial
Results review
East Street, Southampton
Originate Invest Operate
www.graingerplc.co.uk
Strong financial performance and further improved capital structure
Financial highlights
13 13 Income FY17 FY18 Change
Rental growth (like-for-like) 3.8% 4.0% +20 bps Net rental income £40.4m £43.8m +8% Adjusted earnings £74.4m £94.0m +26% Profit before tax £86.3m £100.7m +17% Proposed dividend per share 4.86p 5.26p +8%
Capital FY17 FY18 Change
EPRA NNNAV per share 303p 316p +4% Net debt £848m £866m +2% Group LTV 37.7% 37.1% (53) bps Cost of debt 3.5% 3.4% (13) bps Cost of debt (period end) 3.4% 3.2% (22) bps Reversionary surplus £310m £277m (11)% Total Return 7.3% 6.1% (120)bps
Originate Invest Operate
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Income statement
14 14
+26% growth in adjusted earnings
* Vacant possession value
Increased net rental income +8%
‒ +4.0% like for like growth ‒ High rental margins maintained
Gross to net 26.0% (FY17: 26.0%)
+9% sales profit driven by:
‒ Strong residential sales +16% ‒ Sales velocity of 112 days (“keys to cash”) ‒ Sales at 0.9% ahead of valuations* ‒ RBKC development activity completed
£9.6m JV profit includes
‒ Profitable WIP exit of £7m
7% lower finance cost reflecting lower cost of debt
FY17 FY18 Change Net rental income £40.4m £43.8m +8% Profit from sales – residential £60.4m £70.1m +16% Profit from sales – development £14.7m £11.7m (20)% Mortgage income (CHARM) £6.2m £5.8m (6)% Management fees £5.1m £7.1m +39% Overheads & other expenses £(28.3)m £(29.0)m +2% Joint ventures £2.9m £9.6m +231% Finance costs £(27.0)m £(25.1)m (7)% Adjusted earnings £74.4m £94.0m +26% Adjusted EPS (diluted, after tax) 14. 4.3p 18.2p +27% Profi fit b t befo fore ta tax £86.3m £100.7m +17 17% Earnings per share (diluted, after tax) 17.6p 20.9p +19%
Originate Invest Operate
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£40.4m
Net rental income growth
15 15
Underpinning dividend growth of 8%
+8%
£(1.6)m £3.4m £1.6m FY18 Rental growth Acquisitions Disposals FY17 £43.8m
PRS L4L 3.0% Regs L4L 5.4% Total L4L 4.0%
Originate Invest Operate
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EPRA NNNAV
16 16
^ Breakdown of valuation growth by region available in the Appendix.+3p +5p +13p
pence per share
+4% growth supported by valuations, sales and NRI
FY17 Net rents, fees & income Overheads & expenses Finance costs Sales profit Disposals
(trading assets)
Valuations^
(operational assets)
Valuations
(development)
Tax &
- ther
Dividends FY18
Originate Invest Operate
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EPRA NAV & NNNAV
17 17 £m pence per share
Property assets (market value) 2,224 531 Net liabilities (767) (183) EPRA NAV 1,457 348 Tax – deferred & contingent – trading assets (109) (26) Sub-total 1,348 322 Tax – deferred & contingent – investment assets (22) (5) Mark to market fixed rate debt (2) (1) EPRA NNNAV 1,324 316 Reversionary surplus 277 66 £m pence per share FY17 EPRA NAV 1,434 343 EPRA NNNAV 1,268 303 Reversionary surplus 310 74p
Originate Invest Operate
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Net debt
18 18
Operating cashflow £133m
£848m
- £209m
£53m £23m £21m £33m
- £121m
£218m £866m
Strong cash generation from operations supports our PRS growth strategy
Net debt FY17 Revenue Propex,
- verheads
and tax Finance costs Dividend Refinancing activity Asset recycling initiative Investment Net debt FY18
- 3. Financial
impact of the transaction
Originate Invest Operate
Attractive pricing
GRIP Acquisition Gross assets
(100%)
£696m
Net assets of £513m*
Purchase price
(for remaining 75%)
£396m
2.1% premium to GAV and 2.9%** premium to NAV (Sept 18)
Tax 0.5% stamp duty on corporate acquisition
(Not a property transaction, saving c.4.5%)
Valuation uplift Further uplift expected, driven by rental growth expectations Value add +£17m*** targeted
Asset management and asset recycling programme
+£22m development profit targeted^
20 20
*Gross of £73m shareholder debt (which will net to zero on acquisition) and excluding £3m minority interest ** Calculated as premium over NAV plus APG loans plus APG minority interest. ***Estimate of NAV gain over four years based on achieving c.£9m profit from asset recycling programme and c.£8m profit from capital works. Estimated NAV is a target only and is no guarantee of future performance.
^ In relation to the London and South East pipeline potential NAV uplift on stabilisation as set out on page 17 of this presentation.www.graingerplc .co.uk
Originate Invest Operate
Financial impact of the transaction
21 21
Capital
Gross asset value +£523m (75.1% of £696m portfolio GAV) EPRA NNNAV Day one dilution offset by asset management and development uplifts LTV 37.9% pro forma, target 40%-45% Additional funding capacity From asset recycling, gearing and enhanced cashflow Credit rating profile Lower risk profile and more resilient, supportive of credit rating
Income
Gross rents Immediate increase targeted of c.£32.5m pa* Gross to net Targeted reduction from 32% to 26%** Dividend Enhanced dividend supported by a step change in net rental income NRI potential £128m p.a on stabilisation of pipeline*** Fee income Reduced by £3.8m****
Total return^ Targeting > 8%
* Forecast FY19 assuming 3.2% rental growth and normalised void rates. Targeted gross rents are a target only and not a profit forecast. There can be no guarantee of future performance. ** Aligned to Grainger’s group gross to net for FY18. *** Potential NRI is a target only and not a profit forecast. There can be no guarantee of future performance. See NRI bridge and assumptions listed on page 16. **** FY18 fee income from GRIP
^ Targeted total return for Grainger is a target only and not a profit forecast. There can be no guarantee of future performance. ^^Assumes 612.3m shares post rights issue. Target dividend only and not a profit forecast. There can be no guarantee of future performance.Unaudited
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Originate Invest Operate
Step change in net rental income
22 22
NRI progression driving sustainable income and dividend growth
GRIP Portfolio NRI based on FY19 forecast gross £32.5m less targeted 26% gross to net. Rental growth assumed growth rate of c3%, disposals assumed regulated tenancy vacancy rate at c7%, both over three years. Secured and GRIP Pipelines based on stabilised NRI forecasts. Planning / Legals NRI assumes gross yields of 5-6% in London & SE, 6-8% regionally less Gross to net of 25-27.5%. Potential NRI is a target only and not a profit forecast. There can be no guarantee of future performance.
32 44 44 24 6 69 5 39 108 3 111 7 118 10
FY15 FY18 GRIP Portfolio Rental Growth Disposals Operational NRI Secured Pipeline GRIP Developments Secured NRI Planning / Legals Regions Planning / Legals London & SE Potential NRI
1.5x
£69m
2.9x
£111m £128m
£,m
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Originate Invest Operate
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GRIP Acquisition NAV Impact NAV Impact Per Share Imme mmediate i imp mpact
Acquisition price premium & transaction costs
(2.9%*** above September NAV)
c.£26m
dilution
- 4p
dilution
Fut utur ure i impact Asset management and asset recycling programme c.£17m
accretion
+ 3p
accretion
23 23
Indicative NNNAV Impact
Potential Future Development Profit Gross Yield
- n Cost
Benchmark Valuation Yield ^ Potential NAV Impact Potential NAV Impact Per Share
GRI GRIP & & L London/ / SE
E Secured Planning / Legals 6-7% 5-6% c.5.5% c.5.0% + c.£6m + c.£16m + 1p + 3p
Reg egional al
Secured Planning / Legals 6-8% 6-8% 5-6% 5-6% + c.£90m + c.£8m +15p + 1p
^based on CBRE stabilised yield benchmarks Sept18and before deduction for purchaser’s costs
Pence per share*
*Assumes a share price of 291p, an issue price of 178p and 194.7m of new shares. **Illustrative NNNAV only, does not represent a profit forecast or guarantee of future performance. ***Calculated as premium over NAV plus APG loans plus APG minority interest.
Excludes valuation and rental growth
Originate Invest Operate 30% 35% 40% 45% 50% 55% 60% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% 6.5% LTV
- Avg. cost of debt
Capital structure
24 24
* Unaudited ** Combined Grainger and GRIP, reflects the proposed acquisition of GRIP and rights issue as of 30 Sept 2018.
^ Including extension options.Cost of debt LTV
Grainger FY18* Combined**
Net debt £866m £1,100.8m Loan to value 37.1% 37.9% Cost of debt (period end) 3.2% 3.2% Incremental cost of debt < 2% < 2% Headroom £388m £395m Weighted avg. facility maturity^ 6.1 5.4
Funding opportunities
Financing synergies
Potential to refinance GRIP debt on longer terms at attractive rates
Increased funding capacity
From rights issue, asset recycling, operational cashflow and gearing
Supports improved credit profile
Improved structure Lower risk Increased resilience (recurring net rental income)
Accelerated conversion to REIT
Increase in PRS portfolio should accelerate REIT conversion by 3 years
FY18 Combined FY17 FY16 FY15 FY14
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25 25
Financial impact summary
Enhanced total returns, targeting > 8%*
Step change in NRI and dividend Greater alignment to rental growth than house prices Lower risk business with greater reliance on PRS net rental income Accelerates transition from trading business to investment business
* Targeted total return for Grainger is a target only and not a profit forecast. There can be no guarantee of future performance.
- 4. Market and
business update
Originate Invest Operate
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Grow rents Simplify and focus Build on our experience
A fully integrated business model
27 27
How we create value
Capital allocation Geographical targeting Investment management Acquisitions Asset recycling Valuation Lettings On boarding Customer experience Technology Management efficiencies Repairs & maintenance Site assembly Planning process Design Layout Specifications Delivery management
Originate Invest Operate
A vast market opportunity
28 28
Fragmented and ripe for consolidation: 98% of all landlords in the UK own less than 10 properties
Sources: British Property Federation; National Landlords Association; Permanent dwellings completed by tenure, Ministry of Housing . Communities & Local Government, Sept 2018; ONS Mid- Year Population Estimates & Projections; ONS Household Projections; Index of Private Housing Rental Prices, May 2017 (source: Office for National Statistics) rebased to January 2005. Uses data for England before 2011 and Great Britain thereafter. MSCI Market Rental Value Growth index, May 2017 (source: MSCI rebased to January 2005). NLA Survey, January 2018.
Historic trend toward PRS Rental growth: PRS outperforms (2005 = 100)
132k
Under-supply of new PRS homes
PRS homes
in pipeline
20% buy-to-let landlords selling
95 105 115 125 135 2005 2006 2008 2010 2011 2013 2015 2016 UK Private Housing Rents MSCI UK All Property Rents 20 40 60 80 1980 1985 1990 1995 2000 2005 2009-10 2014-15
- wner occupiers
private renters social renters
Demand for PRS to continue to grow
PRS households today
7.2m by 2025
4.7m
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Originate Invest Operate
Supportive backdrop and resilient outlook
29 29
Planning reform in favour of PRS
National Planning Policy Framework changed to support PRS development
Rental growth’s resilient track record
Aligned to wage growth and counter-cyclical
- Letwin Review
supportive of PRS development
- 4 in 5 PRS households
are UK or non-EU
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41% 18% 11% 6% 5% 46% 29% 16% 10% 6% 25-34 35-44 45-54 55-64 65 or over
Growing demand across all age groups
2016-17 2010-11
Originate Invest Operate
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East Street, Southampton YMCA, Milton Keynes Gore Street, Manchester Pontoon Dock, London Finzels Reach, Bristol Newbury, West Berks Berewood, Hampshire Wellesley, Hampshire Apex House, Haringey Waterloo, Lambeth Silbury Blvd, Milton Keynes Clippers Quay, Salford Eccy Village, Sheffield Yorkshire Post, Leeds Seven Sisters, Haringey Besson Street, Lewisham Gilders Yard, Birmingham
Direct Development – On Site Direct Development – In planning / pre-site Forward Funding scheme 30 30
Originate Invest Operate
Leeds, Yorkshire
Secured investment in key cities
Hale Wharf, London
Originate Invest Operate
Secured projects in the pipeline
31 31
19 high quality PRS schemes
East Street, Southampton Silbury Boulevard, Milton Keynes Clippers Quay, Salford Gore Street, Manchester Gilders Yard, Birmingham FinzelsReach, Bristol Pontoon Dock, London Yorkshire Post, Leeds YMCA, Milton Keynes Berewood, Hampshire Apex House, Haringey Newbury, West Berks Wellesley, Hampshire Waterloo Estate, Lambeth Seven Sisters, Haringey Hale Wharf, Tottenham Leeds, Yorkshire EccyVillage, Sheffield Besson Street, Lewisham GRIP Grainger Key:
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Originate Invest Operate
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GRIP Portfolio
(75% of GAV)
943 45 382 505
New pipeline Secured GRIP Pipeline (75% of Investment) Planning/legals
FURTHER PIPELINE 5,266 units STABILISED, OPERATIONAL PORTFOLIO 8,237 units £1,189m Regulated tenancies 3,689 units £591m Operational PRS 2,841 units £673m* GRIP Portfolio 1,707 units £820m Secured pipeline** 3,962 units
£382m Planning/ Legals 1,304 units
Increasing our PRS pipeline
32 32
* GRIP tenanted portfolio excludes £23m of work in progress. ** Secured Pipeline includes 100% GRIP pipeline and excludes tenanted acquisitions and completed phases from developments (inc within Operational PRS).
PRS investment, £m Total portfolio (units)
Increased pipeline £1,370m Original £850m target FY17: £651m 4,548 PRS units £1,264m Total Investment £1,875m
Originate Invest Operate
Secured
Schemes in planning & legals
33 33
Legally Exchanged + Fully committed Land Ownership
+ Subject to planning
Heads of Terms
+ Planning consent granted
Heads of Terms
+ Subject to planning
Two schemes
Forward Funding London & SE 375 units £141m 141m
Waterloo Estate
Direct Development London & SE 215 units £110m
Secured projects
£943m + £45m (GRIP)
Planning & legals
£382m
Three schemes
Forward Funding Regional 714 units £131m
Planning & Legals
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New pipeline investments
34 34
+£310m added to the pipeline since FY17
Hale Wharf, Tottenham, London 108 PRS units £41m investment c.5.5-6% gross yield targeted Market Street, Newbury 232 PRS units £61m investment c.6.25% gross yield targeted
1 2 3 5 6
In addition to the above a further £3m of affordable homes were secured .
East Street, Southampton (GRIP) 132 PRS units £28m investment (100%) c.6.5% gross yield targeted YMCA, Milton Keynes 261 PRS units £63m investment c.6.25% gross yield targeted Leeds, Yorkshire 200+ PRS units £34m investment c.6.5% gross yield targeted Besson St, Lewisham c.300 PRS units, £51m investment c.6.25% gross yield targeted 50:50 with Local Council FinzelsReach, Bristol 194 PRS units £46m investment c.7% gross yield targeted Gunhill, Wellesley, Hampshire 107 PRS units £22m investment c.6.5% gross yield targeted Eccy Village, Sheffield 237 PRS units £32m investment c.7% gross yield targeted
1 2 3 4 5
Clippers Quay, Greater Manchester 614 PRS units £99m investment c.8% gross yield targeted
6 7
Launching in FY19 Launching in FY19 Launching in FY19
Originate Invest Operate
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Constantly refining and enhancing the portfolio
35 35
Disciplined approach to asset recycling Every property analysed for existing and future returns Quarterly review by portfolio
Sales included Non-core JV’s Regulated tenancies with younger occupiers Geographical concentration Non-core development land Sold in May 2018 for £67m £7m profit before costs NNNAV accretive
Walworth (‘WIP’) JV sale £157m of asset recycling completed in FY18
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Driving results
- 84% improvement in response
time for customers
- Reduced arrears
- High occupancy at 97%
- +4.0% like for like rental growth
36 36
Customer insight Customer service training and development Enhancing efficiencies and customer experience with technology
Operational excellence
Originate Invest Operate
Originate Invest Operate
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Argo Apartments
37 37
Fully stabilised, performing ahead of underwriting and expectations
Free Superfast WiFi Residents lounge 24hr Gym Guest room Dining suite Roof terrace Meeting rooms Dry cleaning service
* September 2018 valuation of £54m investment value compared to initial purchase price of £33m
97% let in 4 months
Valuation uplift on stabilisation
+64%*
42% customers on 3yr leases
Gross yield on cost achieved
8%
“Argo is beautiful and the range
- f facilities on offer is second to
- none. Living at Argo has
genuinely improved my quality
- f life and I couldn't ask for a
better base in London.“ Jamie, Argo resident
Originate Invest Operate
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Berewood, Hampshire
38 38
Family PRS housing in areas with high barriers to home ownership
* 51 out of the 86 units released have been let on tenancies over 12 months, as of 6 November 2018.
104 homes
Lettings achieved c.2.4% above ERV
Gross yield
- n cost
targeted
7.5%
Local school within walking distance
Long t g ter erm ten enancies es av avai ailab able, up to 5 year ars
c.50% take-up of tenancies > 12 mths*
Originate Invest Operate
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Clippers Quay
39 39
Largest PRS scheme to launch outside of London UK record for pre-leasing in the PRS
614
apartments
Phase 1
135 units 54%
pre-let
Phase 1 Gross yield on cost targeted
8%
Best value PRS offering in Manchester Online leasing Virtual reality flat viewing
Free Superfast WiFi Residents lounge 24hr Gym Cinema room Dining suite Wellness Room Public and private gardens Pet friendly
- 5. Summary
Originate Invest Operate
Transaction context
41 41
Market context
- 1. Increase in PRS demand
- 2. Reducing supply with amateur,
buy-to-let landlords exiting
- 3. Strong rental growth prospects
- 4. Restrictive planning in London
- 5. Limited housing supply
- 6. Housebuilders reducing
their London exposure to sales market
Business context
- 1. A rare and limited window of
- pportunity, off-market
- 2. Large, high-quality London PRS
portfolio available with strong rental growth prospects
- 3. Operational platform, designed
with capacity for growth
- 4. Utilising our investment in
technology
- 5. Leveraging our capital structure
to optimise returns
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Originate Invest Operate
Strategic priority 1: Grow rents Accelerating growth in net rental income
Gross rent increases targeted to c.£32.5m pa post-deal* GRIP Developments deliver targeted c.£4m of further gross rent* Building greater scale to drive operational efficiencies GRIP gross to net reduction from 32% to 26%
Strategic priority 2: Simplify and focus Simplified corporate structure and reporting
Cost savings and synergies identified Greater scale in PRS will support longer debt at lower rates Greater alignment to Group asset management strategy
Strategic priority 3: Build on our experience Familiar portfolio providing increased scale
4,500 operational PRS units now wholly owned Familiar portfolio with strong rental growth Greater benefits of scale Greater alignment to our customer service proposition
Enhances dividend and total returns
42 42
* Gross rents are a target only and not a profit forecast. There can be no guarantee of future performance.
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Q&A Q&A
Thank you
Originate Invest Operate
www.graingerplc.co.uk
44 44
Expected timetable and rights issue
Key e y expe xpecte ted d date dates
14 November: Announcement of acquisition and Rights Issue 30 November: General Meeting, acquisition conditional on shareholder approval 03 December: Admission and commencement of dealing in new shares (nil paid) 17 December: Last date for acceptances 18 December: Commencement of dealing in new shares (fully paid) begins and potential rump placing 20 December: Settlement 21 December: Completion of acquisition Right ghts i s issu ssue Gross proceeds of c.£347m
Number of shares 194.7m Issue price of 178p
Rights issue to be fully underwritten by J.P. Morgan Cazenoveand NumisSecurities Limited, on announcement
Appendix
Originate Invest Operate
www.graingerplc.co.uk
Illustrative rights issue effects
46 46
* Based on the share price as at the close of 13 November 2018 and a final proposed dividend of 3.52 pence ** The indicative bonus adjustment is calculated from the share price at the close on 13 November 2018, divided by the TERP
Pre Issue X for Y rights issue Post issue Number of shares 417.3m 194.7m 612m Share price* (A) 291p Issue price (B) 178p Theoretical ex-rights price (TERP) (C) 255p Equity value £1,214.3m £346.7m £1,561m Theoretical nil-paid price (C-B) 77p Discount to TERP (1-(B/C)) 30% Indicative bonus adjustment factor** (A/C) 1.14 FY18 Dividend per share 5.26p 4.61 FY18 EPRA NNNAV 316p 277p
GRIP Acquisition
47 47
Kimmerston House, Pimlico, London Argo Apartments, London Kew Bridge Court, London Ability Plaza, London Springfield House Lofts, London Shillington Old School, London St Annes, Brighton West Tenter Street, London www.graingerplc.co.uk
Originate Invest Operate
www.graingerplc.co.uk
Opportunities Inve nvestment nt (100% 00%) Targete ted d Gro ross ss yie ield ld
Silbury Boulevard, Milton Keynes £32m c.6.0% East Street, Southampton £28m c.6.5%
GRIP portfolio overview
48 48 Purpose built 70% Conversion 30%
GRIP portfolio overview – asset type
Central London 32% Other London 60% South East 8%
GRIP portfolio – Regional focus GRIP in numbers (30 September 2018, unaudited)
# of units c.1,700 # of assets 35 GAV £696m NAV* £513m Gross yield 4.9% L4L rental growth 3.0% Occupancy** 95% Gross to net 32%
East Street, Southampton
* Gross of £73m shareholder debt and excluding £3m minority interest ** Excludes voids due to refurbishment *** Source: MSCI UK Residential Universe excluding Student Accommodation and Unattributed Residential ****Sources: Countrywide & Homelet
MSCI track record – 3 year
GRIP outperformance +4.2% TPR***
Mid-market price points
GRIP average rent per week £379 £151 Market average rent per week**** £412 £261
Highly attractive schemes under construction
Greater London South East
Originate Invest Operate
Delivering additional value to GRIP through asset management
49 49
Capital works
Opportunities for asset repositioning and improvement Planned capex targeting c.£8m of NAV gain* Average ROI of c.15% targeted
Asset sales
Hierarchy-led asset recycling plan Targeting c.£9m of NAV gain**
Pipeline
2 schemes under construction expected to deliver c.£6m of NAV gain Further projects in London & the South- East pipeline with similar NAV gain potential
* Based on asset by asset forecast for four year capex programme ** Based on asset by asset forecast for four year asset recycling programme Targeted NAV and ROI are targets only and not a profit forecast. There can be no guarantee of future performance.
www.graingerplc .co.uk
Originate Invest Operate
GRIP -well-located, income-generating portfolio
50 50
Mid-market price points Managed by Grainger since 2013
Avg GRIP rent as a % of market avg (London) % of assets within 30 mins of city centre % of London assets within 10 mins walk
- f Tube/Rail
Network % of assets within 20 mins to major National Rail Station
92% 81% 94% 70%
www.graingerplc .co.uk
Originate Invest Operate
www.graingerplc.co.uk
London and SE, markets with strong growth characteristics
51 51
London and SE are key target markets with the largest PRS markets in the UK and greatest growth prospective Combined they account for 37% of
- verall UK PRS
Strongest rental growths recorded in recent years 40% of UK graduates employed in London & the South East Affordability barriers to home
- wnership are most acute in these
regions
100 110 120 130 140 150 2005 2007 2009 2011 2013 2015 2017
Rental Price Index by Regions (Jan 2005 = 100)
London South East Other Regions
Sources: English Housing Survey 2016/17, Ministry of Housing . Communities & Local Government; ONS Index of Private HousingRental Prices, Sept 2018; HESA.
Increasing our PRS pipeline
East Street, Southampton Besson Street, Lewisham, London Silbury Blvd, Milton Keynes Eccy Village, Sheffield
52 52
www.graingerplc.co.uk
Originate Invest Operate
www.graingerplc.co.uk
Name Status
- No. units
- Est. Grainger
investment Gross yield target Completion /First lets
Forward funding / acquisition Clippers Quay, Salford Phased completions 614 £99m c.8% Early FY19 Gore Street, Manchester On site 375 £80m c.7% Early FY20 YMCA, Milton Keynes Exchanged 261 £63m c.6.25% Early FY22 Finzels Reach, Bristol On site 194 £46m c.7% Mid FY19 Yorkshire Post, Leeds On site 242 £42m c.7% Early FY21 Eccy Village, Sheffield On site 237 £32m c.7% Late FY19 Gilders Yard, Birmingham On site 156 £28m c.7% Early FY20 Affordable homes acquisitions (inc. Pontoon Dock) Phased completions 156 £21m 5-6% + sales profit Mid FY20 Leeds, Yorkshire* Exchanged 200+ £34m c.6.5% Mid FY21 Hale Wharf, Tottenham Hale, London Exchanged 108 £41m 5.5-6% Mid FY21 Pontoon Dock, London (Vesta JV – 20%) On site 154 £13m c.6% + fees Mid FY20 Silbury Boulevard, Milton Keynes (GRIP 24.9%) On site 139 £8m c.6% Early FY20 East Street, Southampton (GRIP 24.9%) On site 132 £7m c.6.5% Early FY21 Grainger forward funding sub-total 2,968 £514m Silbury Boulevard, Milton Keynes (GRIP 75.1%) On site
- £24m
c.6% Early FY20 East Street, Southampton (GRIP 75.1%) On site
- £21m
c.6.5% Early FY21 GRIP forward funding sub-total
- £45m
Total forward funding (inc. GRIP) 2,968 £559m
Secured pipeline schedule
(1 of 2)
53
*Further detail to be provided when available..
Originate Invest Operate
Name Status
- No. units
- Est. Grainger
investment Gross yield target Completion / First lets
Direct development Apex House, London On site 163 £60m c.6.5% Mid FY20 Gun Hill, Wellesley On site 107 £22m c.6.5% Early FY19 Berewood, Hampshire Phased completions 104 £17m c.7.5% Late FY17 Seven Sisters, London Consent granted, land assembly underway 196 £80m c.7% Land assembly Timing TBC Newbury, West Berks Onsite in early 2019 232 £61m c.6.25% Late FY21 Besson St, Lewisham, London (JV - 50%) Design phase 300 £51m c.6.25% Late FY22 Direct development total 1,102 £291m Tenanted acquisitions Tribe Portfolio, Manchester Acquired 192 £26m c.7% FY18 The Rock, Bury, Manchester Acquired 233 £22m c.7.5% FY17 The Wirral Portfolio, Liverpool Acquired 159 £12m c.7% FY17 Indigo Blu, Leeds Acquired 46 £8m c.7% FY17 Kings Dock Mill, Liverpool Acquired 120 £15m c.7% FY16 Other Tenanted Acquisitions Acquired 327 £28m 6.5%-7% From FY16 GRIP Tenanted Acquisitions (24.9%) Acquired 375 £27m 4.5% - 7.5% From FY16 Tenanted acquisitions total 1,452 £138m Grainger secured sub-total 5,522 £943m GRIP secured (75.1%)
- £45m
Total Secured (inc. GRIP) 5,522 £988m
Secured pipeline schedule
(2 of 2)
www.graingerplc .co.uk
54
Originate Invest Operate
Balance sheet
55 FY18 Market value balance sheet (£m) Grainger GRIP Adjustments in respect of transaction1 Pro Forma Residential – PRS 591 673
- 1,264
Residential – regulated tenancies 1,107
- 1,107
Residential – mortgages (CHARM) 82
- 82
Forward Funded – PRS work in progress 198 23
- 221
Development work in progress 100
- 100
Investment in JVs/associates 146
- (127)
19 Total investments 2,224 696 (127) 2,793 Net debt (866) (170) (65) (1,101) Other assets/liabilities 99 (91) 81 89 EPRA NAV 1,457 435 (111) 1,781 Deferred and contingent tax – trading assets (109)
- (109)
Deferred and contingent tax – investment assets (22)
- (22)
Fair value of fixed rate debt and derivatives (2)
- (2)
EPRA NNNAV 1,324 435 (111) 1,648 EPRA NAV (pence per share)2 305 290 EPRA NNNAV (pence per share) 2 277 268 LTV 37.1% 37.9%
- 1. Adjustments relate to the acquisition of Grip , net of proceeds from the rights issue and the elimination of inter-company positions.
2.FY18 EPRA NAV and EPRA NNNAV has been restated based on post rights issue shares. Assumes a current share price of 291p, issue price of £1.78 and and 194.7m
- f new shares
www.graingerplc .co.uk
Originate Invest Operate
www.graingerplc.co.uk
Dividend Impact
56 56 FY18 FY18 Proforma
- No. shares*
416.5 610.9 Dividend (£m) 21.9 32.6 Divided per share (p) 5.26 Adjusted DPS post rights issue 4.61 5.33 Proforma dividend accretion 16%
* Excluding treasury shares
Originate Invest Operate
www.graingerplc.co.uk
Portfolio summary
Property assets FY18 £m No. units Market value Vacant possession value Reversionary surplus Residential – PRS 2,841 591 641 50 Residential – regulated tenancies 3,109 1,107 1,317 210 Residential – mortgages (CHARM) 580 82 81 (1) Forward Funded – PRS work in progress
- 198
198
- Development work in progress
- 100
100
- Wholly-owned assets
6,530 2,078 2,337 259 Co-investments (Grainger share)* 425 173 191 18 FY18 total investments 6,955 2,251 2,528 277 Assets under management (third party share)* 1,282 523 573 50 Total assets under management 8,237 2,774 3,101 327
Reconciliation of assets under management Residential – PRS 4,548 1,264 1,382 118 Residential – reversionary (regulated tenancies and CHARM) 3,689 1,189 1,398 209 Forward Funded – PRS work in progress**
- 221
221
- Development work in progress
- 100
100
- Total assets under management
8,237 2,774 3,101 327
57
* Co-investments includes the 24.9% of GRIP REIT JV owned Grainger, whilst assets under management reflects the residual 75.1% of GRIP REIT JV owned externally to the Group. ** £23m GRIP REIT JV assets under construction have been allocated to forward funded PRS work in progress.
Originate Invest Operate
www.graingerplc.co.uk
Net asset reconciliation
£m Statutory balance sheet Market value adjustments Market value balance sheet Add back def tax on property Add back fair value of derivative financial instruments Gross NAV Adj IAS 39 re fixed rate loan and derivative financial instruments Deferred and contingent tax NNNAV balance sheet Investment Property 590 590 590 590 CHARM 82 82 82 82 Trading stock 799 607 1,406 1,406 1,406 JV/Associates 146 146 146 146 Cash 109 109 109 109 Deferred tax 3 3 3 3 Other assets 156 7 163 163 163 Total assets 1,885 885 614 14 2, 2,499
- 2,
2,499
- 2,
2,499 External debt (961) (961) (961) (3) (964) Derivatives 1 1 (1)
- 1
1 Deferred tax (30) (30) 28 (2) (131) (133) Other liabilities (79) (79) (79) (79) Total liabilities (1,069) 69)
- (1,069)
69) 28 28 (1) 1) (1 (1,042 42) (2) 2) (13 131) 1) (1, 1,17 175) Net assets 816 16 614 14 1, 1,430 28 28 (1) 1) 1, 1,457 (2) 2) (13 131) 1) 1, 1,324 Net assets per share pence 19 195 14 146 341 41 7
- 348
48 (1) 1) (31) 1) 316 16 Shares 418,825,400 Treasury / EBT shares 2,334,876
58
Originate Invest Operate
www.graingerplc.co.uk
Total assets under management by region
* Regulated tenancies and mortgages (CHARM) ** Excluding forward funded PRS work in progress and development work in progress
Reversionary* & PRS (wholly owned and GRIP) FY18
Region Homes under management units Market value £m Average house price (avg VPV per unit) £000s
Central / Inner London 2,778 1,409 579 Outer London 611 226 420 South East 940 213 277 South West 671 179 283 East and Midlands 953 155 186 North West 1,683 199 125 Other regions 601 72 128 Total 8,237 2,453 338
**
59
Originate Invest Operate
www.graingerplc.co.uk
Reversionary assets under management by region
Regulated tenancies & mortgages (CHARM) FY18
Region Homes under management units Market value £m Average house price (avg VPV per unit) £000s
Central / Inner London 1,021 653 765 Outer London 348 132 451 South East 409 113 325 South West 354 58 183 East and Midlands 828 145 199 North West 407 50 140 Other regions 322 38 130 Total 3,689 1,189 379
60
Originate Invest Operate
www.graingerplc.co.uk
PRS assets under management by region
* Excluding forward funded PRS work in progress and development work in progress
PRS (wholly owned & GRIP) FY18
Region Homes under management units Market value £m Average house price (avg VPV per unit) £000s
Central / Inner London 1,757 755 471 Outer London 263 94 379 South East 531 100 240 South West 317 121 394 East and Midlands 125 11 100 North West 1,276 149 120 Other regions 279 34 127 Total 4,548 1,264 304
*
61
Originate Invest Operate
www.graingerplc.co.uk
Valuation movements by region
62
The table above includes wholly-owned PRS and regulated tenancy assets only. It excludes £82m of market value relating to mortgages (CHARM) and excludes co-investments.
Region Wholly owned units Market value FY18, £m Change since FY17
Central / Inner London 1,456 833 (0.2)% Outer London 441 162 +2.1% South East 698 168 +5.5% South West 576 165 +1.8% East and Midlands 692 122 +5.0% North West 1,596 189 +3.8% Other regions 491 59 +1.5% Total 5,950 1,698 +1.6% FY18
Originate Invest Operate
www.graingerplc.co.uk
JVs & Associates
Balance Sheet FY18 (£m) GRIP Other Total Residential property assets 673
- 673
Development assets 23 23 46 Other assets 49 67 116 Total assets 745 90 835 External debt (216)
- (216)
Loans from equity participants (73) (57) (130) Other liabilities (19) (33) (52) Total liabilities (308) (90) (398) Net assets 437 37
- 437
Grainger share 24.9% 20-50% Grainger share 109
- 109
Loans net of provisions 18 19 37 Total G Graing nger er i inv nves estment ment – statu tatuto tory/ y/mar arket val value bal alan ance sheet 127 27 19 19 146 63
Originate Invest Operate
www.graingerplc.co.uk
See through debt
£m Group GRIP (25%) Grainger share Consolidated Group Syndicate 251 251 Corporate bond 350 350 Core bilaterals 140 140 Core total 741 741 Bilateral 150 150 Rothesay funding 75 75 HCA funding 7 7 Joint ventures and associates 217 54 54 Total group gross debt 973 217 54 1,027 Cash (95) (95) Finance costs (12) (12) Total group net debt 866 217 54 920 Group property and investment assets (market value) 2,333 696 173 2,506 Group LTV 37.1% 31.2% 31.2% 36.7% Market value (MV) reconciliation FY18 Total investments (MV) 2,224 Construction contracts / other assets 109 Market value for LTV 2,333
64
Originate Invest Operate
www.graingerplc.co.uk
Debt facilities schedule
65 Facility Lender Size Drawn Maturity Core Facilities: Corporate Bond Listed £350m £350m Apr 2028 Revolving Credit Facility HSBC, NatWest, Barclays £330m £66m Aug 2023* Term Debt Nationwide, AIB £130m £130m Aug 2020 Term Debt HSBC, NatWest, Barclays £120m £120m Aug 2023* Bi-Lateral Term HSBC £50m £50m Nov 2022* Bi-Lateral Term NatWest £50m £50m Nov 2022 Bi-Lateral Term Handelsbanken £40m £40m June 2023 Sub total £1,070m £806m Excluded Entities: GInvest Term Debt HSBC, Santander £150m £150m Oct 2020 Institutional Term Debt Rothesay Life £75m £75m Oct 2027 Term Debt Homes England £8m £8m Feb 2025 Sub total £233m £233m GRIP Term Facility Axa, Barclays, Santander £217m £217m June 2020 GRIP Revolving Credit Facility Barclays £33m
- June 2020
Total Group Facilities £1,553m £1,258m
* Further 1 year extension options available
Originate Invest Operate
www.graingerplc.co.uk
2018 Trading update September FY18 Full Year results 14 November
Future reporting dates
66
2019 Trading update February Half year results 16 May Trading update September Full year results 28 November
Originate Invest Operate
www.graingerplc.co.uk
Definitions of non-IFRS measures
67
Adjusted earnings Adjusted earnings is defined as profit before tax, valuation movements on investment assets, derivatives and other adjustments that are considered to not form part of the normal ongoing revenue or costs of the business, but after finance and operating costs. Adjusted earnings is used as a measure to aid understanding of the performance of the Group's continuing business and as an indicator of the underlying growth in the Group's profits. Like-for-like rental growth Like-for-like rental growth is defined as the difference between gross rental income from properties in operation during two consecutive periods as a percentage of the gross rental income from those properties in the earlier period. The calculation of like-for-like rental growth includes completed properties and excludes properties under refurbishment and properties that were acquired or disposed of in either
- f the comparative periods. The Directors use, and the Group presents, like-for-like rental growth on a proportional consolidated basis to reflect the underlying value and/or performance of the existing portfolio
excluding changes in the portfolio (i.e., acquisitions and disposals, and developments) that have occurred between the periods. Property operating costs (gross to net) Property operating costs (gross to net) is defined as property operating expenses as a percentage of gross rental income. The Group’s property operating expenses are the Group’s expenses relating to maintenance and servicing of its trading and investment properties. Property operating costs relate only to the costs directly associated with the generation of rental income and include costs associated with general repairs and maintenance, insurance, employment (relating to people employed in managing the properties) and the write-off of customer bad debts. They do not include general and administrative expenses associated with the Group’s operations. Costs directly related to developing the portfolio are capitalised into the cost base of the asset being developed and therefore do not get expensed in the Group’s income statement. EPRA NAV and EPRA NNNAV EPRA net asset value ("EPRA NAV") is shareholders’ funds adjusted for the Market Value of property assets held as stock but before deduction for deferred tax on property revaluations and before adjustments for the fair value of derivatives. EPRA triple net asset value ("EPRA NNNAV") is EPRA NAV adjusted for deferred tax and those contingent tax liabilities which would accrue if assets were sold at Market Value and for the fair value of long- term debt and derivatives. Both EPRA NAV and EPRA NNNAV are included in the performance measures for property companies issued by the European Public Real Estate Association ("EPRA") which are deemed to be of key importance to investors and which aim to encourage more consistent and widespread disclosure. Total Return Total return, also described as return on shareholder equity ("ROSE"), is calculated as the sum of (a) the difference between EPRA NNNAV per share at the beginning and end of the period and (b) the dividend per share relating to each respective year as a percentage of (c) EPRA NNNAV per share at the beginning of the period (i.e. total return equals (a+b) / c). The Group uses total return as an indicator of the aggregate capital growth and income return to shareholders. Net debt Net debt is calculated by taking the total cash and cash equivalents net of client cash, less total current and non-current interest-bearing borrowings net of unamortised borrowing costs and capitalised premiums and or discounts as a result of issuance above/below par to show the net borrowing position at a point in time. Cost of debt Cost of debt is calculated as the weighted average cost of borrowings, comprising interest, amortisation of debt costs and excluding commitment fees, as a percentage of the total of current and non-current interest bearing borrowings at the period end. Cost of debt is used as an indicator of the cost effectiveness of the Group's financing. LTV Loan to value ("LTV") is the ratio of the Group's net debt to the Market Value of its properties plus the value of the Group’s investments in Joint Ventures, Associates and shares held in Treasury on a consolidated basis. The Group uses LTV as the Directors believe it reflects the capital structure of the business. Moreover, various LTV measures (as defined in facility agreements) are used for monitoring and reporting on facility specific debt covenants.
Originate Invest Operate
THEDISTRIBUTIONOFTHISDOCUMENTINJURISDICTIONSOTHERTHANTHEUNITEDKINGDOMMAYBERESTRICTEDBYLAWANDPERSONSINTOWHOSEPOSSESSIONTHISDOCUMENTCOMESSHOULDINFORMTHEMSELVESABOUT ANDOBSERVEANYRELEVANTRESTRICTIONS.INPARTICULAR,THISDOCUMENTMAYNOTBEPUBLISHEDORDISTRIBUTED,DIRECTLYORINDIRECTLY,INORINTOTHEUNITEDSTATESOFAMERICA,AUSTRALIA,CANADA,JAPANORSOUTH AFRICA. Dis iscla laim imer Thisdocumentandtheoralpresentationoftheinformationinthisdocument(together,the"Presentation")isnotintendedtoformthebasisofanyinvestmentdecision.Itdoesnotconstituteanofferorinvitationforthesaleorpurchaseof,orinvestmentin, Graingerplc("Grainger"and,togetherwithitssubsidiaries,asmaybeenlargedbytheacquisitionofGRIPREITplc,the"Group")oranycompany,businessorinterestcomprisedintheGroupasdescribedinthisPresentationandneitherthisPresentationnorits contentsshallformthebasisofanycontract.ThisPresentat ationis isan anadver vertisem ementfo forthe hepurp rposesofpa paragraph ph3.3.2Rofth theProspe pectusRul ulesmad adeun underPart rtVI VIofth theFinan ancial alSer ervices esan andMark rketsAc Act2000 000,as asamen ended ed("F "FSMA") ")andis isno not aprospectusprep epared edin inaccorda dancewith thth thePro rospectusRul ulesmad adeun underPart rtVI VIofth theFSM SMA.ThisPresentationdoesnotpurporttobecomprehensiveortocontainalltheinformationthatarecipientmayneedinordertoevaluatetheGroup.No representationorwarranty,expressorimplied,isgivenand,sofarasispermittedbylawandexceptinthecaseoffraud,noresponsibilityorliabilityisacceptedbyanyperson,withrespecttotheaccuracyorcompletenessofthisPresentationoritscontents.Inall cases,interestedpartiesshouldconducttheirowninvestigationandanalysisoftheGroupandthedatacontainedinthisPresentation. ThisPresentationanditscontentsarestrictlyconfidentialandshouldnotbedistributed,publishedorreproducedbyanymediumorinanyform,directlyorindirectly,inwholeorinparttoanyotherperson.ThisPresentationisdirectedonlyatpersonswho:(i)are qualifiedinvestorswithinthemeaningoftheFSMAandanyrelevantimplementingmeasuresand/orareoutsidetheUnitedKingdomor(ii)haveprofessionalexperienceinmattersrelatingtoinvestmentswhofallwithinthedefinitionof"investment professionals"containedinarticle19(5)oftheFinancialServicesandMarketsAct2000(FinancialPromotion)Order2005(asamended)(the"Order")orarepersonsfallingwithinarticle49(2)(a)to(d)(highnetworthcompanies,unincorporatedassociations,etc.)
- ftheOrder,orfallwithinanotherexemptiontotheOrder(allsuchpersonsreferredtoin(i)and(ii)abovetogetherbeingreferredtoas"RelevantPersons").AnypersonwhoisnotaRelevantPersonmustnotactorrelyonthisPresentationoranyofitscontents.
ByacceptingreceiptofthisPresentation,eachrecipientisdeemedtoconfirm,representandwarrantthattheyareaRelevantPerson. ThisPresentationisnotforpublicationordistribution,directlyorindirectly,inorintotheUnitedStates.ThisPresentationdoesnotconstituteorformpartofanofferofsecuritiesforsaleorsolicitationofanoffertopurchasesecuritiesintheUnitedStates,Australia, Canada,Japan,SouthAfricaorinanyotherjurisdictioninwhichsuchoffermayberestricted.ThesecuritiesreferredtointhisPresentationhavenotbeen,andwillnotbe,registeredundertheUSSecuritiesActof1933,asamended(the“SecuritiesAct”),orthe securitieslawsofanystateintheUnitedStatesandmaynotbeofferedorsoldintheUnitedStates,exceptinrelianceonanapplicableexemptionfrom,orinatransactionnotsubjectto,theregistrationrequirementsoftheSecuritiesAct.Therewillbenopublic
- fferingofsecuritiesintheUnitedStates.
Recipientsshouldinformthemselvesabout,andobserveanyapplicablelegalorregulatoryrequirementsinrelationto,thedistributionorpossessionofthisPresentation.NeitherGraingernoritsdirectors,officersandagentsacceptanyliabilitytoanypersonin relationtothedistributionorpossessionofthisPresentationinanyjurisdiction. ByattendingthisPresentationand/orreviewingtheslides,youareagreeingtobeboundbytheforegoinglimitations.Anyfailuretocomplywiththeserestrictionsmayconstituteaviolationofapplicablesecuritieslaws. Forw rward rd LookingSta tate tements ts This Presentation contains specific forward-looking statements. Suchforward-lookingstatements include,without limitation, statements in relationto theGroup'sfinancial condition;results of operations;cash flows; dividends;financing plans; business strategies;operatingefficiencies;budgets;capitalandotherexpenditures;competitivepositions;growthopportunities;plansandobjectivesofmanagementandothermattersandotherstatementscontainingthewords"targets”,“believes”,“expects”,“aims”, “intends”, “will”, “may”, “anticipates”, “would”, “should”, “could”, “estimates”, “forecast”, “predict”, “continue” or similar expressions. Such forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, achievementsorperformanceoftheGroup,intheindustriesinwhichitoperates,tobemateriallydifferentfromanyfutureresults,achievementsorperformanceexpressedorimpliedbysuchforward-lookingstatements.Suchrisks,uncertaintiesandother factorsinclude,butarenotlimitedto,generaleconomicandbusinessconditions,changesingovernmentrelationsorpolicy,competitionandotherrisks. Giventheseuncertainties,recipientsofthisPresentationarecautionednottoplaceanyunduereliance
- nsuchforward-lookingstatements.
NostatementinthisPresentationisorisintendedtobeaprofitforecastorprofitestimateortoimplythattheearningsoftheGroupforthecurrentorfuturefinancialyearswillnecessarilymatchorexceedthehistoricalorpublishedearningsoftheGroup. Theseforward-lookingstatementsarestatedasofthedateofthisPresentation. Graingerundertakesnoobligationtoupdatepubliclyorreleaseanyrevisionstotheseforward-lookingstatementstoreflecteventsorcircumstancesafterthedateofthis Presentationortoreflecttheoccurrenceofunanticipatedevents,exceptasrequiredbylaw.Anyforward-lookingstatementcontainedinthisPresentationbasedonpastorcurrenttrendsand/oractivitiesoftheGroupshouldnotbetakenasarepresentation thatsuchtrendsoractivitieswillcontinueinthefuture. Pres esen entation ofFin inancia ialIn Informati tion
- FinancialinformationpresentedinthisPresentationhasbeenroundedtothenearestwholenumberorthenearestdecimal. Therefore,thesumofthenumbersinacolumnmaynotconformexactlytothetotalfiguregivenforthatcolumn. Inaddition,
certainpercentagespresentedinthetablesinthisPresentationreflectcalculationsbasedupontheunderlyinginformationpriortorounding,and,accordingly,maynotconformexactlytothepercentagesthatwouldbederivediftherelevantcalculationswere basedupontheroundednumbers. ThisPresentationincludesunauditednon-IFRSfinancialmeasures.Aninvestorshouldnotconsiderthesenon-IFRSfinancialmeasuresasalternativestomeasuresreflectedinGrainger'sauditedconsolidatedfinancialstatements,whichhavebeenprepared
- inaccordancewithIFRS. TheGroup'snon-IFRSfinancialmeasuresmaynotbecomparablewithsimilarly-titledfinancialmeasuresreportedbyothercompanies.
ThisproformafinancialinformationincludedinthisPresentationisunauditedandisproducedforillustrativepurposesonly;byitsnatureitaddressesahypotheticalsituationandthereforedoesnotrepresenttheGroup’sactualfinancialpositionortheresultsof therightsissueandtheGRIPacquisitionnorisitindicativeoftheresultsthatmay,ormaynot,beexpectedtobeachievedinthefuture.
68 68