Investor Presentation July 2018 www.vukile.co.za DISCLAIMER This - - PowerPoint PPT Presentation

investor presentation
SMART_READER_LITE
LIVE PREVIEW

Investor Presentation July 2018 www.vukile.co.za DISCLAIMER This - - PowerPoint PPT Presentation

Investor Presentation July 2018 www.vukile.co.za DISCLAIMER This document has been prepared and issued by and is the sole responsibility of the management of the Company and its subsidiaries. No information made available in connection with


slide-1
SLIDE 1

www.vukile.co.za

Investor Presentation

July 2018

slide-2
SLIDE 2

This document has been prepared and issued by and is the sole responsibility of the management of the Company and its subsidiaries. No information made available in connection with this presentation may be passed on, copied, reproduced, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person. The contents of this presentation are to be kept confidential. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract commitment or investment decision in relation thereto nor does it constitute a recommendation regarding the securities of the Company. Investors and prospective investors in securities of the Company are required to make their own independent investigation and appraisal of the business and financial condition of the Company and the nature of the securities. Any decision to purchase securities in the context of a proposed offering of securities, if any, should be made solely on the basis of information contained in any pre-listing statement or prospectus published in relation to such an offering. This presentation and any materials distributed in connection with this presentation may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Company’s business, financial condition and results of operations. These statements, which contain the words “anticipate”, “believe”, “intend”, “estimate”, “expect”, “forecast” and words of similar meaning, reflect the directors’ beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this presentation and the Company expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation. No statement in this presentation is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. This document speaks as of the date hereof. No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. This information is still in draft form and has not been legally verified. The financial information included herein is in draft form and unaudited. The Company, its advisers and each of their respective members, directors, officers and employees are under no obligation to update or keep current the information contained in this presentation, to correct any inaccuracies which may become apparent, or to publicly announce the result of any revision to the statements made herein except where they would be required to do so under applicable law, and any opinions expressed in them are subject to change without notice. No representation or warranty, express or implied, is given by the Company, or any of its subsidiary undertakings or affiliates or directors, officers or any other person as to the fairness, accuracy or completeness of the information or opinions contained in this presentation and no liability whatsoever for any loss howsoever arising from any use of this presentation or its contents otherwise arising in connection therewith is accepted by any such person in relation to such information.

2

DISCLAIMER

slide-3
SLIDE 3

DEAL HIGHLIGHTS

An opportunity to buy a high quality unique portfolio of dominant shopping centres from Unibail- Rodamco-Westfield

 The proposed off-market acquisition provides meaningful scale to Vukile’s strategy to invest in the Spanish economy through

retail property assets with strong fundamentals at an attractive yield

− The property portfolio will enhance the diversification of Vukile’s assets across Spain − Acquisition yield of 5.9% is attractive and accretive − Cash on cash yield of 8.1% in first 12 months

 Portfolio consists of 4 strong and dominant assets, 2 of which are Unibail 4-star centres which speaks to the strong

fundamentals supporting the properties

 Acquisition will lead to a temporary increase in Vukile’s LTV to c.42.5% with active plans to bring gearing down to target level

  • f 35% within the short-term

 Earnings enhancing and strategically aligned

slide-4
SLIDE 4

STRATEGIC DIRECTION

Focus on capital allocation and strategic consistency

 Continued focus on defensive retail sector in line with our high-quality low risk portfolio  Further investment in our existing portfolio through expansions and upgrades  Strong operational focus to keep delivering solid results  Increased focus on consumer analytics and alternative income streams  Appetite to invest further in South Africa but limited local acquisition prospects at the right price

Southern Africa

 Focus will be on Spain to drive home the advantage we have created in Castellana through scale, on-the- ground presence and operational capabilities  Despite performing in line with expectations, limited potential to invest further new equity into Atlantic Leaf under current conditions, but rather working with management to unlock value  Decided not to look at any other new markets in the short to medium term but rather to focus on Spain

International

 Disciplined and conservative financial management with stable LTV target around 35%  Prudent interest rate policy to hedge at least 75% of debt  Foreign exchange hedging policy to minimise adverse foreign exchange fluctuations by hedging forward on average 75% of foreign dividends by way of forward exchange contracts

  • ver a 3 year period

 Look to recycle non-core assets into core strategy:

  • Timing and price dependent
  • Includes stake in Gemgrow

Balance sheet management

slide-5
SLIDE 5

5

TRANSACTION OVERVIEW

Opportunity to gain further exposure to Spain through acquiring a unique portfolio of dominant assets at an accretive yield

Portfolio acquisition value c.€460 million (externally valued at c.€480 million) Portfolio acquisition cost c.€490 million (inclusive of transaction costs) Cash on cash yield 8.1% Local bank funding c.€257 million (no recourse to Vukile) Equity contributors ▪ Vukile: c.€152 million ▪ Co-Investor: €80 million Vukile underwrite €30 million of Vukile’s required equity contribution is underwritten Co-Investor Lee Morze related entity Rationale for co-investment arrangements ▪ The size of the portfolio requires that Vukile co-invests with a 3rd party in order fund the transaction ▪ Co-Investment with Morze serves to deepen alignment with Vukile Nature of co-investment Mechanisms in place, for Vukile to acquire the equity held by the Co-Investor 36 months post acquisition at a pre-determined price that Vukile projects to be accretive

slide-6
SLIDE 6

6

DETAILS OF THE CAPITAL RAISE

Targeted amount R1.55 billion (including R250 million from Encha SPV & R115 million from management) Indicative timing ▪ Book build: Wednesday, 18 July 2018 ▪ Settlement date: Thursday, 26 July 2018 Capital raising mechanism Accelerated book build Use of proceeds ▪ To partially fund the acquisition of the portfolio of Spanish properties ▪ The balance required to fund the acquisition will be drawn from existing debt facilities

Marketed to key investors followed by accelerated book build

slide-7
SLIDE 7

7

ACQUISITION OVERVIEW

A low-risk dominant portfolio with stable income profile and value add potential

Dominant Retail portfolio

in Spain Cash on cash yield

  • f 8.1%

Average asset value

  • f €120.3

million

Occupancy costs ratio of 13%

121 119m²

  • f lettable area

With average GLA

  • f 30 280m2 per

asset WALE of 8.1

years to expiry

and 4.4

years to Break 92% of income

derived from international and national tenants

Vacancy rate of

1.8% across

the portfolio

slide-8
SLIDE 8

8

ASSET SUMMARY

Evenly weighted shopping centre portfolio

EL FARO LOS ARCOS BAHIA SUR VALSUR Location Badajoz Seville Cadiz Valladolid Valuation (€’000) 157 400 112 000 118 800 93 100 GLA(i) 43 423m² 17 906m² 24 789m² 35 220m² Number of stores 110 97 117 94 Opening Year 2013 1992/ 2013, 2016 Refurb 1992/ 2014 Refurb 1998/ 2013 Refurb Catchment 1.3m in 60’ drive time 1.0m in 30’ drive time 0.8m in 45’ drive time 0.4m in 15’ drive time Occupancy(ii) 99% 99% 96% 98% Average monthly rental(ii) €16.6/m2 €32.3/m2 €25.4/m2 €14.2/m2 Occupancy cost ratio(iii) 11.3% 16.8% 13.2% 12.1% WAULT (years) to break(ii) 5.0 4.3 3.8 4.1 Annual visitors 6.7m 6.7m 6.9m 5.5m

(i) Based on GLA to be acquired as part of the proposed transaction (ii) As at 31 May 2018 (iii) Represents the total occupation costs to the tenant (incl. rental, service charges and marketing contribution) as a percentage of the tenant’s sales

slide-9
SLIDE 9

9

TENANT OVERVIEW

Diversified tenant mix underpinned by a high proportion of international and national tenants

Top 10 tenants % of rent 6% 4% 4% 3% 2% 2% 2% 2% 2% 2% Retail mix

% of leased area

Tenant mix

% of leased area

International, 60% National, 32% Local, 6% Vacant, 2% Fashion & Accessories 51% Restaurant 9% Health & Beauty 4% Services 2% Culture & Presents 5% Household 12% Food 0% Hypermarket 12% Cinema 2% Leisure 0% Electrical Goods 3%

slide-10
SLIDE 10

10

PORTFOLIO SUMMARY FORECAST INCOME STATEMENT

8 Months to March 2019 (€) 12 Months to March 2020 (€) Revenue 19 504 314 29 867 722 Property operating costs (1 072 405) (2 212 002) Net operating income 18 432 245 27 655 720 Other expenses (2 045 087) (3 274 090) Earnings before interest and taxation 16 387 158 24 381 630 Finance costs (3 405 079) (5 107 619) Profit before taxation 12 982 079 19 274 011 Taxation (345 323) (512 689) Profit after tax 12 636 756 18 761 322 Profit after tax 12 636 756 18 761 322 Less: Non-controlling interests (5 994 804) (8 900 264) Profit attributable to Vukile 6 641 951 9 861 059

Note: The above assumes the underwrite is fully utilised

slide-11
SLIDE 11

11

VUKILE AT A GLANCE POST TRANSACTION

Focused Retail REIT in South Africa with growing Spanish retail exposure

4%

United Kingdom

R1.2bn(iii)

Spain

R12.9bn(ii)

53%

(i) includes 80% of the consolidated value of Moruleng Mall (Clidet No. 1011 (Pty) Ltd). (ii) Includes 99% of the consolidated value of Castellana Properties SOCIMI, including the acquisition of Habaneras SC. (iii) Carry value of investment in Atlantic Leaf Properties Limited associate. (iv) Adjusted for European bank debt raised in terms of the proposed acquisition with no recourse to Vukile

43%

Vukile attributable LTV(iv) 37.3% Group GAV R30.0bn

Southern Africa R15.9bn(i)

Direct Property Portfolio R14.5bn(i) R595m R790m

Group consolidated LTV 42.5%

slide-12
SLIDE 12

12

PRO FORMA SPANISH PORTFOLIO METRICS

Enhancing to Spanish portfolio metrics

Gross Asset Value €384.5m Gross Lettable Area 197 132m² Vacancy 3.3% Average Asset Value €27mn Average Rent/m²/month €10.23 WAULT Exp/Break (by GLA) 17.1yrs/4.4yrs National Tenant (% rent) 94% Top 5 Tenants (% rent) Media Markt (8.6%) Konecta (7.8%) Aki (6.3%) Sprinter (4.9%) Mercadona (4.7%) Inditex Group (3.8%) Pre acquisition €865.5m 318 471m² 2.7% €48mn €13.98 14.9yrs/4.8yrs 92% Media Markt (4.3%) Konecta (3.5%) ZARA (3.1%) Carrefour (3.1%) Aki (2.8%) Inditex Group (9.6%) Post acquisition

16% 13% 11% 10% 8% 7% 34%

Fashion Electronics Sports goods DIY Household equipment Supermarkets Other

Pre acquisition tenant mix by rent Post acquisition tenant mix by rent

26% 6% 7% 6% 5% 3% 46%

slide-13
SLIDE 13

13

LTV BRIDGE

Scope for LTV reduction in the short-term

Key assumptions: (i) ZAR:EUR 15.70 (ii) The underwrite is fully utilised (iii) Asset sales are made at carrying value in Vukile’s accounts and applied to debt (iv) Growth in line with market guidance

slide-14
SLIDE 14

14

slide-15
SLIDE 15

15

slide-16
SLIDE 16

16

BAHIA SUR SHOPPING CENTRE

Strategic location within the Bahía de Cádiz area

GLA 24 789 m² WAULT to next break (by MGR): 3.8 years Rent per m² per month €25.36 Vacancy (by GLA): 3.8% NOI growth (5 year CAGR): 2.9% Number of Stores 117

35% 15% 10% 10% 10% 7% 5% 5% 1% 1% 1%

Fashion Restaurants/Catering Services/Misc Accessories/Shoes/Bags/Jewellery Department Store Sporting Goods Records/Books/Toys/Gifts Healthcare/Cosmetics Video/Comp/Elect - VideoGames Storage Home Furnishings (Deco)

2% 31% 22% 10% 8% 26% 2018 2019 2020 2021 2022 2023 and beyond

Key figures Category by rent Key tenants Break profile by rent

slide-17
SLIDE 17

17

BAHIA SUR SHOPPING CENTRE (CONT.)

◼ Bahía Sur is a regional shopping centre with a strategic location within the Bahía de

Cádiz area, which is within a reasonable distance from many large municipalities

◼ Adjacent to a main highway, the centre enjoys excellent access by car, public transport

and foot

◼ Bahía Sur is dominant within its effective catchment area which includes the city of

Cádiz, Puerto Real and San Fernando among other relevant towns. The catchment area extends up to 45 minutes’ drive due to the lack of competing schemes to the south of the centre

◼ The centre is part of the broader Bahia Sur sports complex, which includes a football

field, gymnasium, tennis courts, and is adjacent to Bahia Sur Hotel and Apartments

◼ The city of Cadiz attracts high income earning tourists, with the majority of the city’s

hotels rated 4 or 5 stars

◼ 87% of tenants at the centre are companies with an international and/or national

footprint

◼ The centre is complimented by a large owner-occupied department store (El Corte

Ingles) and hypermarket (Carrefour) which provide additional footfall and increase total GLA of the scheme to 56 624m2

◼ Annual footfall has increased at a CAGR of 6.6% since 2013 ◼ The adjacent hotel has a total 100 rooms, 148 bungalows, 88 apartments and 52

studios – providing good footfall for the shopping centre

◼ While 25% of the GLA (16% of MGR) has a rolling break option, the current occupancy

cost ratio attributable to tenants with the rolling break option is 11%

slide-18
SLIDE 18

18

slide-19
SLIDE 19

19

EL FARO SHOPPING CENTRE

Strong position as main shopping centre for Badajoz and surrounding areas

GLA 43 423 m² WAULT to next break (by MGR): 5.0 years Rent per m² per month €16.63 Vacancy (by GLA): 0.4% NOI growth (5 year CAGR): 1.6% Number of Stores 110

37% 14% 11% 11% 7% 5% 4% 3% 3% 2% 2% 1%

Fashion Home Improvements /Brico Accessories/Shoes/Bags/Jewellery Restaurants/Catering Services/Misc Healthcare/Cosmetics Video/Computer/Electrical Furniture (Muebles) Sporting Goods Home Furnishings (Deco) Records/Books/Toys/Gifts Video/Comp/Elect - VideoGames

5% 18% 19% 4% 20% 34% 2018 2019 2020 2021 2022 2023 and beyond

Key figures Category by rent Key tenants Break profile by rent

slide-20
SLIDE 20

20

EL FARO SHOPPING CENTRE (CONT.)

◼ El Faro is a regional shopping centre situated in Badajoz, which is a city in

the southwest of Spain close to the Portuguese border

◼ The leading shopping centre not only in Badajoz city, but also in the

surrounding areas, including Portugal (with c.20% of annual footfall from Portugal)

◼ Low commercial density in the area, comprised by convenience shopping

centres with limited catchment areas and tenant mix

◼ Conveniently located next to a university (with over 34 000 students and

staff), hospital, government buildings and an amusement park which attracts visitors from the wider region of Extremadura

◼ It is easily accessible by car and public transport ◼ Considered to be slightly under rented, presenting an opportunity for

positive rent reversions

◼ Opened in 2012 and has been well maintained ◼ 92% of tenants at the centre are companies with an international and/or

national footprint

◼ Tenants sales at the centre have grown at a CAGR of 6% since 2015 ◼ Given the centre’s location, competition is scarce with low commercial

density in the area and primary competition coming from convenience centres with a limited tenant mix

slide-21
SLIDE 21

21

slide-22
SLIDE 22

22

LOS ARCOS SHOPPING CENTRE

Most urban and consolidated retail centre in city of Seville

GLA 17 906 m² WAULT to next break (by MGR): 4.3 years Rent per m² per month €32.28 Vacancy (by GLA): 1.1% NOI growth (5 year CAGR): 2.0% Number of Stores 97

42% 13% 13% 9% 8% 8% 2% 2% 2% 1% 0%

Fashion Services/Misc Accessories/Shoes/Bags/Jewellery Healthcare/Cosmetics Restaurants/Catering Toys/Gifts - TRUS Sporting Goods Home Furnishings (Deco) Video/Comp/Elect - VideoGames Storage Hypermarket/Supermarket

13% 12% 14% 16% 17% 29% 2018 2019 2020 2021 2022 2023 and beyond

Key figures Category by rent Break profile by rent Key tenants

slide-23
SLIDE 23

23

LOS ARCOS SHOPPING CENTRE (CONT.)

◼ Los Arcos is situated in Seville, the capital city of Andalusia and the fourth largest city in

Spain with c.2m inhabitants

◼ Seville is one of Spain’s most popular tourism destinations, with 2.6m visitors and 4.8m

  • vernight stays in 2017 (c.+3.5% vs. 2016)

◼ The centre was one of the first retail schemes opened in Seville and has maintained its

dominant position with CAGR footfall growth of 5% (’13-’17)

◼ Located close to the most important highways and infrastructure, enabling easy and

fast accessibility to the centre – important given the high traffic density in Seville

◼ Seville’s consumption index has been boosted by the attraction of the city as a tourist

destination

◼ Opportunity to further strengthen Los Arcos’ position by enhancing to the centre’s

leisure offering

◼ Opened in 1992, with major refurbishments in 2013 and 2016 ◼ Los Arcos complex is comprised of a shopping centre and an adjacent office building,

with Vukile only acquiring 75.51% of the shopping centre component

◼ The buildings surrounding the centre are primarily middle-class residential buildings

with a high population density of 1,650 hab./km2

slide-24
SLIDE 24

24

slide-25
SLIDE 25

25

VALLSUR SHOPPING CENTRE

Strategically placed within a mid-to-high class residential area

GLA 35 220 m² WAULT to next break (by MGR): 4.1 years Rent per m² per month €14.17 Vacancy (by GLA): 2.4% NOI growth (5 year CAGR): 3.0% Number of Stores 94

28% 27% 10% 10% 8% 5% 3% 3% 2% 2% 1% 1% 0%

Fashion Hypermarket/Supermarket Restaurants/Catering Accessories/Shoes/Bags/Jewellery Services/Misc Healthcare/Cosmetics Cinema Sporting Goods Home Furnishings (Deco) Records/Books/Toys/Gifts Video/Comp/Elect - VideoGames Furniture (Muebles)

6% 16% 26% 8% 9% 34% 2018 2019 2020 2021 2022 2023 and beyond

Key figures Category by rent Break profile by rent Key tenants

slide-26
SLIDE 26

26

VALLSUR SHOPPING CENTRE (CONT.)

◼ Vallsur is situated in Valladolid, the 13th largest city in Spain ◼ Located very close to the main highways and infrastructure, enabling fast and easy

accessibility

◼ Built in 1998 and refurbished in 2013 – the centre has been well maintained ◼ The centre has solidified its position as the reference convenience centre in its

catchment area

◼ Annual footfall to the centre has increased by double digits annually from 2015, with a

2.5% CAGR in sales from 2015 to 2017

◼ Average income per family in Vallsur’s catchment area amounts to €30,700, 12.3 bps

above the average in Spain

◼ 93% of tenants at the centre are companies with an international or national footprint ◼ Current rents are considered below those of comparable sized shopping centres,

providing an opportunity for positive increases in rental rates

◼ Carrefour opened a hypermarket in the centre in January 2017, which helped to

increase annual footfall by 11% during the last year

◼ Expected additional value enhancement through proactive asset management