Realisation of Interests in Greenwich Peninsula/media/Files/Q/Quintain/2013... · 2013-11-13 ·...

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Investor / Analyst Presentation – 4 November 2013 Realisation of Interests in Greenwich Peninsula

Transcript of Realisation of Interests in Greenwich Peninsula/media/Files/Q/Quintain/2013... · 2013-11-13 ·...

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Investor / Analyst Presentation – 4 November 2013

Realisation of Interests in Greenwich Peninsula

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Quintain Estates and Development PLC

Overview Another transformational deal

• Quintain to realise £230 million from the disposal of its 40 per cent. interest in GPRL and associated interests– on 4 November 2013, Quintain announced the disposal of its entire 40 per cent. interest in

GPRL for a consideration of £186 million (the “Transaction”)– the Transaction also involves the settlement of the £50 million deferred payment from

Knight Dragon in respect of its acquisition of 60 per cent. of Peninsula Quays in 2012

• The Transaction enables Quintain to realise now the potential future upside in the development in cash, delivering a £31.7 million (20 per cent.) pre-tax surplus to its carrying value (dated 31 March 2013) and a £117.3 million (170 per cent.) premium to cost

• The proceeds will enable Quintain to:– improve its financial position;– improve profitability;– accelerate delivery of, inter alia, Wembley Park; and– focus on growth opportunities

• The Transaction is accretive to net assets by £34.6 million (7 pence per share (6.4 per cent.)) and immediately earnings enhancing

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Quintain Estates and Development PLC

Overview Another transformational deal

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Key statistics £’million %

Proceeds for 40 per cent. interest in GPRL (1) 186.0

Settlement of deferred loan (2) 44.0

Aggregate cash to be received 230.0

Pre-tax premium before expenses (3) 31.7 20%

Profit on cost / premium 117.3 170%

Net asset value accretion 34.6 6.4%

Reduction in net debt from Transaction (4) 226.0 52%

Pro-forma net debt post Transaction (5) 217.6

Reduction in gross assets from Transaction (5) 198.3 20%

(1) The carrying value of Quintain’s 40 per cent. interest in GPRL at 31 March 2013 was £155.0 million(2) The carrying value of the deferred loan at 31 March 2013 was £43.3 million (3) The £31.7 million premium compares to a £26.0 million premium implicit in a property valuation carried out for this Transaction(4) Net of Transaction expenses(5) Pro-forma figures are as at 31 March 2013

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Quintain Estates and Development PLC

BackgroundOriginal transaction

• On 18 June 2012, Quintain announced the establishment of a new joint venture with Knight Dragon (a wholly owned investment vehicle of Dr Henry Cheng) to own and finance the development of Greenwich Peninsula

• The joint venture created an aligned structure in which Knight Dragon owns 60 per cent. and Quintain 40 per cent. of the land interests, infrastructure investment (to date) and development rights to the 14 million sq ft development

• In essence, Quintain sold:– 60 per cent. of its interest in the land at Peninsula Quays (“PQ”) for £50 million on

deferred terms; and– 10 per cent. of the GPRL joint venture to Knight Dragon for a gross consideration of £28.8

million (£22.8 million net of fees)

• In addition, Knight Dragon agreed to provide up to £300 million of funding at Libor+5 per cent. for the duration of the project

• Quintain also secured an initial 6-year development and project management contract with GPRL

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Quintain Estates and Development PLC

Received

(£ million) 2012 2013 2014 2015 2016 2017 2018 Total

Net proceeds 22.8 - - 10.0 - 20.0 - 20.0 72.8

Est. fees 1.5 1.0 1.5 4.0 4.0 4.0 4.0 4.0 24.0

Est. MDL infrastructure - 3.0 5.0 4.5 6.5 8.5 9.5 1.0 38.0

Est. PQ land receipts - - - 2.0 7.5 3.0 7.5 5.0 25.0

Combined 24.3 4.0 6.5 20.5 18.0 35.5 21.0 30.0 159.8

• The structure of the joint venture, in which Quintain is not required to invest further capital, also has the potential for Quintain to extract previously invested capital of up to £150 million as development is undertaken over its first 7 years

• At the June 2012 announcement, Quintain provided the following illustrative 7-year cash flow (excluding potential profits arising from development), dependent upon market conditions and the pace of development activity - of the £159.8 million in the table below, £28.3 million has been received to date with

£131.5 million to be received in the identified period

BackgroundIndicative cash flows

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Quintain Estates and Development PLC

BackgroundPlanning improvements

• Since the establishment of the new joint venture, GPRL has sought to improve the existing planning framework

• As such, GPRL secured relevant consents for the reduction and reallocation of affordable housing from the first phase of Peninsula Quays to Peninsula Riverside and reduction to the quantum on these sites from 35 per cent. to 25 per cent.

• In addition, the joint venture has secured detailed planning consent for 506 new homes in Peninsula Riverside and outline consent for 2.1 million sq ft (gross) of a new master plan at Peninsula Quays

• Construction has commenced on the first three buildings on Peninsula Riverside in July, for completion in March 2015

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11 plot D of Variation

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Quintain Estates and Development PLC

The Transaction Crystallising value

• On 4 November 2013, Quintain announced the conditional sale of its 40 per cent. interest in Greenwich Peninsula to Knight Dragon for an aggregate sale price of £186 million

• In addition, Quintain will receive £44 million in cash for the deferred payments for Peninsula Quays – this is the discounted value of the £50

million deferred consideration from the original transaction

• The pre-tax increase in NAV, before tax and expenses, is £31.7 million

• After tax and expenses, the NAV accretion is £34.6 million (7 pence per share (6.4 per cent.))

“Uplift” over £155m

carrying value

“In Books”

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£ million

Source: Based on 31 March pro forma figures

Components of value

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Quintain Estates and Development PLC

Valuation creation: Reported NAV impact (vs. March 2013 figures)1

£ million

Uplift net of costs: c. £35mNAV accretion of c. 6%

Significant c. 170% premium to historic cost3

Gross book value return c. 20%

The Transaction: Financial EffectsDelivering NAV accretion and net debt reduction

Factset as of 1 November 2013 (15:00)Notes:1.Before impact of SeQuel and recent bond issue. The figures are rounded. Reported NAV stated before minority interest deduction2.Fully diluted market capitalisation based upon c. 521.6 million shares outstanding as of the 2 October 2013 RNS (plus c. 0.1 million share options

as at the 31 March 2013 results in the note to the net assets)3.Premium to historic cost calculated as £186 million / c. £69 million historic cost

ReportedEPRA NAV: c. £543m

(£1.05 Per Share) ReportedEPRA NAVDiscount:c. (7)%Current Fully

Diluted Market Capitalisation:

c. £506m2

(£0.97)

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Quintain Estates and Development PLC

The TransactionNet Asset Value accretion

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(£ million)

Deal value 230.0

Settlement of PQ deferred payment (43.3)

Proceeds excl. settlement of PQ 186.7

Book value (155.0)

Uplift to book value 31.7

Release deferred tax liabilities 6.9

Gross NAV accretion 38.6

Cost and expenses (4.0)

NAV accretion 34.6

NAV accretion per share (pence)1 6.6

NAV accretion2 6.4%

Notes:1.NAV accretion per share calculated using c. 521.6 million shares outstanding as of the 2 October 2013 RNS (plus c. 0.1 million share options

as at 31March 2013)2.NAV accretion based on reported NAV of £538.4 million as at 31 March 2013

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Quintain Estates and Development PLC

The Transaction: RationaleAcceleration of value realisation at an attractive price

This Transaction presents Quintain with an attractive and transformational opportunity to realise the full value of its minority investment and crystallise the profits arising from its interests in Greenwich Peninsula

Improved financial position

The proceeds arising from the Transaction will significantly accelerate Quintain’s de-leveraging strategy

Net debt will be reduced to below £300 million, the long-term target

Transforming the balance sheet and enabling the Company to embark upon a newphase of growth for the first time in a decade

Focused growth The proceeds arising from the Transaction will facilitate investment in strategically

core growth opportunities in key markets of London which offer the potential foryield, capital growth and outperformance, utilising the skills of Quintain’sexperienced London team

Accelerated delivery of Wembley Park

The Transaction will enable the Company to increase the quantum and ambition ofthe next phase of development at the 8.7 million sqft Wembley Park site which,following its successful opening last month, now boasts London’s only DesignerOutlet Centre to sit alongside the 4-star Hilton Hotel and revitalised Wembley Arena(now under AEG’s management)

Improved profitability

The effects of the Transaction will be immediately earnings enhancing

Reduced finance expense, removal of Quintain’s share of JV operational costs andreduced overheads from within Quintain, more than offsetting the profit from thefee income which will no longer be earned from GPRL

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Quintain Estates and Development PLC

Appendix

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Quintain Estates and Development PLC

The Transaction Pro forma balance sheet

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(£ million)

31 March 2013

(Actual) Adjustments Notes

31 March 2013

(Pro Forma)

Investment properties 562.5 - 562.5

Other tangible non-current assets 0.2 - 0.2

Intangible assets 6.7 - 6.7

Investment in joint ventures 356.8 (155.0) (1) 201.8

Investment in associates 1.5 - 1.5

Non-current receivables 56.0 (36.4) (2) 19.6

Total non-current assets 983.7 (191.4) 792.3

Trading properties 10.2 - 10.2

Trade and other receivables 33.1 - 33.1

Cash and cash equivalents 44.6 - 44.6

Current assets 87.9 - 87.9

Total assets 1,071.6 - 880.2

Total liabilities (533.2) 226.0 (3) (307.2)

Net assets 538.4 34.6 573.0

NAV per share (pence) 104.0p 6.6p 110.6p

(1) Net change in investment in joint ventures to reflect the Transaction(2) Net present value of £50 million deferred payment of £43.3 million, offset by £6.9 million release of deferred tax liability relating to the Transaction(3) Net transaction proceeds receivable at Completion

Appendix