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INVESTOR PRESENTATION
12 MARCH 2013 Strictly Private & Confidential
INVESTOR PRESENTATION 12 MARCH 2013 www.britishland.com Disclaimer - - PowerPoint PPT Presentation
Strictly Private & Confidential INVESTOR PRESENTATION 12 MARCH 2013 www.britishland.com Disclaimer This presentation has been prepared solely for preliminary discussions in relation to The British Land Company plc (British Land, or
www.britishland.com
12 MARCH 2013 Strictly Private & Confidential
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This presentation has been prepared solely for preliminary discussions in relation to The British Land Company plc (“British Land”, or the “Company”) which are due to take place at proposed meetings in March 2013. For the purpose of this notice, “presentation” means this document, any oral presentation, any question and answer session and any written or oral material discussed
indirectly, in whole or in part, or disclosed by any recipient, to any other person (whether within or outside such person’s organisation or firm) or published in whole or in part, for any purpose of under any circumstances. This presentation, which is personal to the recipient and has been issued by British Land, comprises written materials concerning the proposed placing of up to 89,674,604 new ordinary shares of 25 pence in the capital of British Land (the “Placing”). This presentation 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 shares in British Land, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of British Land. This presentation is being supplied to you solely for your information. Nothing contained herein shall form the basis of any contract or commitment whatsoever. This presentation and the information contained within it may not be reproduced, distributed to any other person or published, in whole or in part, for any purpose. This presentation may contain certain confidential information that has not been publicly disclosed and that may contain material price sensitive information (including inside information). By your receipt of this presentation you recognise and accept that some or all of the information in this presentation may be “inside information” as defined in section 118C of the Financial Services and Markets Act 2000 (the “FSMA”), the Disclosure and Transparency Rules (the “DTRs”) published by the Financial Services Authority, section 56 of the Criminal Justice Act 1993 (the “CJA”), that such information is being provided to you by the Company pursuant to DTR 2.5.7G(2)(b) and that you will not: (a) deal in securities that are price-affected securities (as defined in the CJA) in relation to the inside information, encourage another person to deal in price-affected securities or disclose the information except as permitted by the CJA or before the inside information is made public; (b) deal or attempt to deal in a qualifying investment or related investment (as defined in the FSMA) on the basis of the inside information; (c) disclose the inside information to another person other than in the proper course of the exercise of your employment, profession or duties; or (d) engage in behaviour based on any inside information which would amount to market abuse for the purposes of the FSMA. Other than as set out in this disclaimer, the information in this presentation has been provided by British Land or obtained from publicly available
to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or any other material discussed verbally or on its completeness, accuracy or fairness. Failure to comply with these restrictions may constitute a violation of applicable securities laws. By attending this presentation, you are agreeing to be bound by the foregoing restrictions and to maintain absolute confidentiality regarding the information disclosed in these materials. No representation or warranty, express or implied, is made or given by or on behalf of British Land, Morgan Stanley & Co. International Plc, UBS Limited or Goldman Sachs International (together with Morgan Stanley & Co. International Plc and UBS Limited, the “Joint Bookrunners”) or any of their respective affiliates (within the meaning of Rule 405 under the U.S. Securities Act of 1933, “Affiliates”) or any of their respective parent or subsidiary undertakings, or the subsidiary undertaking of any such parent undertakings, or any of such persons’ directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation or any other materials discussed orally and no liability whatsoever is accepted by British Land, the Joint Bookrunners or any of such persons’ Affiliates, any of their respective parent or subsidiary undertakings, or the subsidiary undertaking of any such parent undertakings, or any of such persons’ directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or
contain all the information that a prospective purchaser of securities of British Land may desire or require in deciding whether or not to offer to purchase such securities or evaluating any investment in British Land. This presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made. The information in this presentation (including, without limitation, the trading update) is subject to finalisation, verification, completion and change and such information is provided as at the date of this presentation and may change materially. The contents of this presentation have not been verified by British Land or the Joint Bookrunners. Investors and prospective investors in the securities of British Land are required to make their own independent investigation and appraisal of the business and financial condition of British Land and the nature of the ordinary shares in British Land. Any decision to purchase ordinary shares in British Land should be made solely on the basis of information contained in the British Land Placing Press Announcement to be published in due course and publicly available information relating to British Land. Any prospective purchaser of securities in British Land is recommended to seek its own independent legal, tax, accounting, credit, financial and other related advice prior to making an investment.
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To the extent available, the industry and market data contained in this presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While British Land believes that each of these publications, studies, and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry and market data contained in this presentation come from the Company’s own internal research and estimates based on the knowledge and experience of the Company’s management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this presentation. This presentation is an advertisement for the purpose of the United Kingdom Prospectus Rules and not a prospectus. The Joint Bookrunners are acting exclusively for British Land and no one else in connection with the Placing and the proposed admission of British Land’s ordinary shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange (“Admission”) and will not regard any other person (whether or not a recipient of this presentation) as a client in relation to the Placing and Admission, nor will they be responsible to anyone other than British Land for providing the protections afforded to their respective clients or for providing advice in connection with the Placing and Admission, any transaction or arrangement referred to in this presentation or the contents of this presentation. The information contained in this presentation is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia). This presentation does not constitute an offer of securities for sale in the United States. The securities referred to in this presentation have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities in the United States. This presentation is only addressed to and is only directed at persons in member states of the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and any implementing measure in each relevant member state of the EEA (“Qualified Investors”). In the United Kingdom, this presentation is only being directed to and is only directed at (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), as amended; (b) members or creditors of a corporate body within the meaning of Article 43 of the Order; (c) those persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (d) those persons to whom it can otherwise lawfully be distributed (each, a “Relevant Person”). Any investment or investment activity to which this communication relates is available
acted or relied upon (a) in the United Kingdom, by persons who are not Relevant Persons; and (b) in any member state of the EEA, by persons who are not Qualified Investors. Solicitations resulting from this presentation will only be responded to if the person concerned is, (i) in the United Kingdom, a Relevant Person; or (ii) in any other member state of the EEA, a Qualified Investor. This presentation does not constitute or form part of any offer to sell or solicitation to purchase or subscribe for securities in any jurisdiction where such offer or solicitation is prohibited, nor shall it be construed to invite any such offer or form the basis of any contract or commitment whatsoever. Nothing in this presentation should form the basis of, or be relied upon in connection with, any investment decision or any contract or commitment to purchase or subscribe for any securities of British Land. The distribution of this presentation in other jurisdictions may be restricted by law, and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions. This presentation is not for distribution, directly or indirectly, in or into, Australia, Canada ,Japan or Jersey.
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This presentation includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms “may”, "believes", "estimates", "plans", “aims”, “targets”, "projects", "anticipates", "expects", "intends", "will", “could” or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding British Land’s intentions, beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and
statements in this presentation reflect British Land’s view with respect to future events as at the date of this presentation and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to British Land’s operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which British Land operates. Past performance should not be taken as an indication or guarantee of future results, and no , representation or warranty, express or implied, is made regarding future performance. No assurances can be given that the forward-looking statements in this presentation will be realised. Neither British Land nor the Joint Bookrunners undertake any obligation nor do they intend to revise or update any forward-looking statements in this presentation to reflect events or circumstances after the date of this presentation (except to the extent required by the FSA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure and Transparency Rules). None of the future projections, expectations, estimates or prospects in this presentation should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the presentation. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. Any information contained in this presentation on the price at which shares or other securities in British Land have been bought or sold in the past, or on the yield on such shares or other securities, should not be relied upon as a guide to future performance. By attending this presentation or any other presentation or by accepting any material relating to such presentation you will be taken to have represented, warranted and undertaken that (a) you are outside of the United States and you are a Relevant Person, a Qualified Investor, (b) you have read and agree to be bound by and comply with the contents of this notice, (c) you will keep the information in this presentation and any such presentation and all information about the Placing confidential until such information has been made publicly available and take all reasonable steps to preserve such confidentiality, and (d) you will not at any time have any discussion, correspondence or contact concerning the information in this presentation or the Placing with any of the directors or employees of the Company or its subsidiaries nor with any governmental or regulatory body without the prior written consent of the Company.
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– £213m exchanged in last 3 months and growing pipeline – Expected to be accretive to EPS within next 12 months1
– Proceeds reinvested into committed development spend
– Excellent track record of delivering value from acquisitions and developments over last 3 years - 16% unlevered IRR3 – Capitalising on our scale and financial strength
Note: See slide 14 for footnotes
16% unlevered IRR3 on acquisitions/development over last 3 years
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2012/13 - Significant Investment Activity Successful Investment Track Record Over Last Three Years
Unlevered IRR5 : 9%
management initiatives Unlevered IRR6 : 30%
(24p/share) to NAV over last three years £[] acquisitions since Sep 12
Development spend Development spend Bought
generating assets, 8.5%4 yield on cost on developments)
Note: See slide 14 for footnotes
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Demonstrated patience and discipline when deploying capital
retail-led mixed scheme (NIY 6.9%)
management opportunities
potential
unlevered IRR, with scope for significant upside
development opportunity
location of Kennel Club
application imminent
unlevered IRR
and leisure development
unlevered IRR
residential development value
adjacent BL residential site
targeting high teens unlevered IRR EALING BROADWAY THE HEMPEL CLARGES ESTATE HEREFORD
Development-led Asset management-led
Note: See slide 14 for footnotes
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Raising capital and recycling to invest in attractive opportunities
~£500m
Active screening
screening
development spend
Committed development spend funded by Ropemaker Additional investment capacity provided by placing Balanced recycling
Identified acquisitions
negotiations FY13 FY14
Note: See slide 14 for footnotes
Exploiting our competitive advantage to drive outperformance
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With value we can unlock Structural shifts driving availability London and retail
Note: See slide 14 for footnotes
Prospective returns ahead of existing portfolio
10 Active screening Identified development spend £250m Advanced negotiations £150m
Done £213m
investments; low double-digit unlevered IRRs on developments
Note: See slide 14 for footnotes
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– £472m gross sale price – 5.0% topped-up NIY2 – Net proceeds 1.4% above September 2012 book value
balancing our portfolio between the West End and City
– Taking advantage of strong international investor demand for prime, well-let London assets – £461m net proceeds redeployed into higher-growth committed development pipeline
transactions
– NAV neutral; LTV reduced by 2ppts
contribute £71m of rent11 when fully let
Note: See slide 14 for footnotes
Investing to enhance future growth in earnings and returns
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capacity while remaining within long-term LTV range
2014 on annualised basis (post Ropemaker)
– £213m of deals already completed – Further £250m of investment at illustrative 5.5% NIY required to achieve earnings neutrality – Includes £150m in advanced negotiation
LTV EPS12 Post Ropemaker sale 44% Placing (4%) (2p) Completed acquisitions 1% 1p Pro-forma 41% (1p)
1% 1p Pro forma post investment 42%
Total investment
£250m £500m £750m Implied LTV 42% 43% 44% Average Yield 5.5%
1p 2p 3p
6.0%
1p 2p 3p
6.5%
1p 3p 4p
Note: See slide 14 for footnotes
The following footnotes apply to the previous slides: 1. On an annualised basis, pro-forma for Ropemaker disposal 2. Topped-up for rent frees 3. Three years to Sep 2012 with acquisition costs spread over a five year hold period on standing investments 4. Based on Sep 2012 external valuation assumptions with finance costs at 4% and site value at commitment date 5. Returns on assets acquired (including development opportunities) in the three years to Sep 2012 with acquisition costs spread over a five year hold period on standing investments 6. Returns in the three years to Sep 2012 on developments committed in the period at sites already held within the portfolio 7. Total committed development programme including acquired schemes and sites already owned 8. Including associated development commitments 9. Excluding related uncommitted development spend
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16 Acquisitions Sector Price BL Share BL Share NIY2 (100%) £m £m Rent £m Wereldhave portfolio Retail 180 180 12 6.5 Clarges Estate Mixed use 130 130
Hereford1 Retail 90 90
Eden Walk Shopping Centre, Kingston (50%) Retail 83 42 3 5.4 The Hempel Resi 33 33
Other Mixed use 17 17
YTD Completed/Exchanged 533 492 15 6.3 Disposals Sector Price BL Share BL Share NIY2 (100%) £m £m Rent £m Ropemaker Place3 Office 461 461 24 5.0 Beehive Centre, Cambridge Retail 109 109 5 5.3 7 food superstores Retail 118 62 4 5.4 Residential Development pre-sales Resi 26 26
Hercules Income Fund (HIF) Retail 73 19 1 6.3 Eldon House Office 17 17 - 6.8 The Electric Press, Leeds Leisure 13 13 1 7.1 Sainsbury’s, Beckenham Retail 17 8 1 5.1 Other Office/Resi 42 36 1 n/a YTD Completed/Exchanged 876 751 37 5.3
1 Hereford becomes income generating in Q2 2014 2 On income producing properties 3 Net sales proceeds after costs
17 At September 2012 BL Share Sq ft PC Calendar Current Value Cost to complete Notional interest ERV Pre-let Resi End Value % '000 Year £m £m1 £m1,2 £m3 £m £m4 5 Broadgate 50 700 Q4 2014 139 123 22 19.2 19.2
50 610 Q2 2014 121 104 17 18.6 5.6
100 500 Q2 2013 288 68 8 19.6 9.4 113 10 Portman Square6 100 134 Q2 2013 101 25 2 9.0 2.1
100 86 Q4 2013 33 27 3 3.9
39 Victoria Street 100 92 Q3 2013 42 23 3 4.9
2,122 724 370 55 75.2 36.3 128 Whiteley Village, Fareham 50 317 Q2 2013 16 16 2 2.4 1.9
41 46 Q3 2013 3 3
0.5
100 310 Q2 2014
8 5.3 2.4
673 19 98 10 8.2 4.8
62 49 22 4
Total Committed 2,857 792 490 69 83.4 41.1 219
Data includes Group's share of properties in Joint Ventures & Funds (except area which is shown at 100%)
1 From 1 October 2012 to practical completion (PC) 2 Based on a notional cost of finance of 6% 3 Estimated headline rental value net of rent payable under head leases (excluding tenant incentives) 4 Parts of residential development expected to be sold, no rent allocated - of which £97 million completed or exchanged 5 Includes 126,000 sq ft of residential 6 Excludes 25,000 sq ft of off-site residential and retail (95-99 Baker Street), which was sold in the previous financial year. Also updated for lettings agreed post period end 7 Includes 10,000 sq ft of residential 8 Hereford was acquired post half end, the information is therefore management estimates
18 PC Gross rental income (Accounting basis)3 £m – 12 mths As at 30 September 2012 Calendar Year Mar 14 Mar 15 Mar 16 Mar 17 5 Broadgate Q4 2014 Contracted
17 17 The Leadenhall Building Q2 2014 Contracted
5 5 Non-contracted
11 NEQ Regents Place Q2 2013 Contracted 6 8 8 8 Non-contracted
9 9 10 Portman Square1 Q2 2013 Contracted 2 2 2 2 Non-contracted 1 6 6 6 Marble Arch House Q4 2013 Non-contracted
3 3 39 Victoria Street Q3 2013 Non-contracted
4 4 Total Offices Contracted 8 20 32 32 Non-contracted 1 16 30 33 Whiteley Village, Fareham Q2 2013 Contracted 1 1 1 1 Non-contracted 1 1 1 1 Glasgow Fort (Leisure) Q3 2013 Contracted
Q2 2014 Contracted
2 2 Non-contracted
2 Total Retail Contracted 1 3 3 3 Non-contracted 1 1 3 3 Total Committed Contracted 9 23 35 35 Non-contracted 2 17 33 36
1 Adjusted for lettings contracted post period end 2 Hereford was acquired post half end, the information is therefore management estimates 3 Estimated headline rental value net of rent payable under leases (including tenant incentives)
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2010 2011 2012 HY Sept 2012 Total Accounting Return 33.5% 17.7% 9.5% 2.4% Total Property Return 21.5% 13.1% 8.3% 2.8% Total Property Return vs IPD +410bps +180bps +200bps +170bps
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ERV growth 2011 2012 HY Sept 2012 Retail 0.7% 1.4% 0.0% Offices 7.7% 3.7% 1.0% Total 2.7% 2.1% 0.3% ERV growth vs IPD +260bps +160bps +40bps
Proportionally Consolidated 31 March 2012 30 Sept 2012 EPRA Net Debt £m 4,690 4,788 Loan to Value (LTV) 45.3% 46.0% Average Interest Rate 4.6% 4.4% Interest Cover 2.2x 2.3x Average maturity of drawn debt (years) 9.3 9.4
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Group Loan to Value (LTV) 29.1% 31.5% Average Interest Rate 4.2% 4.0% Interest Cover 3.0x 2.9x
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currently drawn Year to 30 September
Group Debt Maturity as at September 2012
£m