Vukile Property Fund · 2017-06-15 · Retail continues to be the most attractive sector but...
Transcript of Vukile Property Fund · 2017-06-15 · Retail continues to be the most attractive sector but...
Vukile Property FundDebt Capital Markets Roadshow March 2017
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A quality Retail PortfolioThe pretty picture in numbers
Retail Property Overview• Tenant & Lease Profile• Rental Affordability Metrics• Centre Trading Metrics
Debt & Funding Overview• Treasury Debt & FX Policies• Analysis of Group Debt
Strategic Direction• Transformation into a Retail REIT• Strong Operational Focus• Diversifying Internationally
DMTN programme• Secured Portfolio• Peer Comparisons• Proposed Amendments
High Quality Low Risk
Retail REIT
Strategic Direction
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Transformation into a Retail REIT
Total Direct Portfolio
R13.0 Bn
Total Indirect
Portfolio
R2.3 billion
R1.2 Bn other direct assets (9% of direct property portfolio)R200 Mn
(1.3% portfolio)
Total Assets Under Management: R15.3 Bn (85% direct property assets, 15% indirect property assets)
R11.8 Bn direct Retail assets91% of direct property portfolio
R740 Mn(4.8% of portfolio)
Castellana Properties
Socimi (Spain)
R460 Mn(3% of porfolio)
R870 Mn(5.7% of portfolio)
▪ Grow and improve the quality of the fund
▪ Transformation of the fund to become a specialist retail fund
▪ Conservative balance sheet management
▪ Consistent delivery of earnings growth and capital return to shareholders
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Achieving our Strategic GoalsDelivering on our promises
▪ Market Cap growth from R5.0 billion in 2011 to R13.1 billion currently
▪ GAV growth from R5.4 billion in 2011 to R15.3 billion currently
▪ Average value per property from R45 million in 2011 to R191 million currently
▪ Conclusion of Gemgrow transaction
▪ Sovereign portfolio sale
▪ Retail developments coming on stream
▪ Keep gearing around 30% and maintain hedging at a minimum of 75%
▪ Pay down debt through asset sales of non-core properties
▪ Current gearing (net of cash) below 20% provides scope for further international expansion
▪ 12 year unbroken track record of dividend growth
▪ 21% CAGR since listing
Consistently repositioning and proactively enhancing our portfolio
Strong operational focus on Asset Management
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Mar-05 Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16
Total Portfolio Market Value per m²
Property Sold Stable Portfolio Acquisitions since 2005 Average
R2 949/m² R5 817/m² R13 650/m²
R3.1 Bn R5.4 Bn R15.3 Bn
52%
48%
Retail Commercial
53%
47%
Retail Commercial
R61 Mn / prop R45 Mn / prop R191 Mn / prop
GAV
Value/m²
Ave value/prop
91%
9%
Retail Other
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A platform for growth - Building on an exceptional core retail portfolio
Key Strategic Direction
➢ Focus on defensive retail sector in-line with our high-quality low risk portfolio
➢ Evaluating expansion opportunities in existing portfolio to ensure dominance
➢ Looking for accretive acquisitions, developments and corporate opportunities
➢ Continue to invest in our systems and team to add value through our data-driven asset management approach
Continued South African retail asset strategy
Strong core provides springboard for international expansion
➢ Exploring developed markets – Western Europe & United Kingdom
➢ Looking to invest with partners into a holistic property strategy not just into a property portfolio
➢ Currently in advanced discussions
Conservative balance sheet management
➢ Disciplined and conservative financial management – with a gearing ratio of 20.6% and R1.5 Bn of available facilities and cash
➢ Prudent interest rate and foreign exchange hedging policy – 101% of interest bearing debt hedged with a 3.4 year maturity profile
➢ Diversified debt and swap book across all large South African banks
➢ Well established track record of raising equity
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A pathway to growth while diversifying risk away from South Africa economic challenges
International Expansion
➢ Challenging property sector fundamentals in South Africa
➢ Retail continues to be the most attractive sector but limited stock results in upward price pressure
➢ Benefits of our target international jurisdictions
➢ Attractive property and macro environment with solid growth metrics
➢ Offers diversity away from emerging market risk and exposure to global tenant profiles
➢ Current all-time low interest rate environment in developed markets creates attractive margins to property yields
Why invest internationally
International investment strategy
➢ Will consider investments in developed markets across all sectors
International partner with local real estate expertise to offer:
Vukilesupports partners through its core competencies:
➢ Deep local expertise and knowledge
➢ Access to deal-flow pipeline, with a proven and sustainable
strategy and growth potential
➢ Complimentary vision, values and investment profile to Vukile
➢ Alignment of interests through co-investment alongside Vukile
➢ Entrepreneurial approach to deal making
➢ Disciplined and conservative financial management
➢ REIT expertise and good corporate governance
➢ Strong focus on data-driven asset management
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A quality Retail PortfolioThe pretty picture in numbers
Retail Property Overview• Tenant & Lease Profile• Rental Affordability Metrics• Centre Trading Metrics
Debt & Funding Overview• Treasury Debt & FX Policies• Analysis of Group Debt
Strategic Direction• Transformation into a Retail REIT• Strong Operational Focus• Diversifying Internationally
DMTN programme• Secured Portfolio• Peer Comparisons• Proposed Amendments
High Quality Low Risk
Retail REIT
High Quality Retail Assets
* Vukile estimate.
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East Rand Mall Pine Crest Phoenix Plaza Gugulethu SquareDobsonville
Shopping Centre
GAV R1 258 Mn R778 Mn R761 Mn R437 Mn R413 Mn
Region Gauteng KwaZulu-Natal KwaZulu-Natal Western Cape Gauteng
Gross Lettable Area 69 082m² 40 087m² 24 351m² 25 322m² 23 236m²
Monthly Rental R248/m² R154/m² R243/m² R144/m² R133/m²
National Tenant exposure 87% 93% 80% 90% 87%
Vukile Ownership 50% 100% 100% 100% 100%
Footfall (2016) 11.4 Mn 11.1 Mn 9.4 Mn 10.5 Mn * 10.0 Mn
Nonesi Mall Moruleng Mall Randburg SquareOshakati Shopping
CentreDurban Workshop
GAV R397 Mn R378 Mn R378 Mn R358 Mn R350 Mn
Region Eastern Cape Northwest Gauteng Namibia KwaZulu-Natal
Gross Lettable Area 28 147m² 31 421m² 40 767m² 24 632m² 19 996m²
Monthly Rental R112/m² R108/m² R95/m² R121/m² R170/m²
National Tenant exposure 96% 82% 85% 94% 73%
Vukile Ownership 100% 80% 100% 100% 100%
Footfall (2016) 7.0 Mn * 3.5 Mn 7.2 Mn Open Mall 13.1 Mn
High Quality Retail Assets
* Vukile estimate.
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Geographic Profile - by Market Value
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Top 10 assets make up c.50% of the retail portfolio
Retail Portfolio Composition
Retail91%
Other9%
Sectoral Profile - by Market Value
Top 10 Properties
47% of Retail Value
By Market Value
34% Gauteng
24% KwaZulu-Natal
7% Western Cape
8% Limpopo
8% Namibia
7% Northwest
6% Free State
5% Mpumalanga
3% Eastern Cape
* Market Values based on September 2016 Valuations. Other data per February 2017 Database for the Retail Portfolio (including Thavhani Mall, Springs Mall, 100% Pine Crest).
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Low risk with c.80% national tenants
Retail Tenant Exposure
Nationals78%
Other22%
Tenant Profile - by Contractual Rent
Top 10 Tenants
46% of Retail Rent
* Data per February 2017 Database for the Retail Portfolio (including 100% Pine Crest, excluding Thavhani Mall, Springs Mall).
Diversified across
1038 tenants
8.0%
6.2%
5.9%
5.0%
4.7%
4.2%
3.4%
3.3%
3.2%
2.4%
Steinhoff
Shoprite
Edcon
Foschini
Pick n Pay Stores
Spar
Mr Price
Truworths
Massmart
First Rand Group
Top 10 Tenants by Rent
3.0% Pep Stores
2.4% Ackermans
2.5% Jet
1.9% Edgars
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26 2517
10
22
26
51
69
78
100
Vacant Mar-18 Mar-19 Mar-20 Mar-21 Beyond Mar-21
% of Contractual Rent Cumulative
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49% of contractual rent expiring in 2020 and beyond (WALE 3.5 years)
Retail Tenant Expiry Profile
* Data per February 2017 Database for the Retail Portfolio (including 100% Pine Crest, excluding Thavhani Mall, Springs Mall, development vacancy).
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Consistently low vacancy rate with industry leading effort rate
Retail Tenant Affordability
3.30%
3.90%
3.30% 3.30%3.50%
3.80%
2012 2013 2014 2015 2016 2017
Retail Vacancy Profile
* Data per February 2017 Database for the Retail Portfolio (including 100% Pine Crest, excluding Thavhani Mall, Springs Mall). Historic data per Company Annual Results.
77.79 86.86
102.56 108.14
116.11 123.99
2012 2013 2014 2015 2016 2017
Retail Average Base Rentals
9.7%
8.2%7.5% 7.3%
6.6%5.7% 5.5%
4.8% 4.7% 4.6%
6.6%
East
Ran
d M
all
Ran
db
urg
Sq
uar
e
Pin
e C
rest
Cen
tre
Du
rban
Ph
oen
ixP
laza
Du
rban
Wo
rksh
op
Mo
rule
ng
Mal
l
Qu
een
sto
wn
No
nes
iM
all
Osh
akat
i Sh
op
pin
gC
entr
e
Sow
eto
Do
bso
nvi
lleSh
op
pin
g C
entr
e
Gu
gule
thu
Sq
uar
e
Vu
kile
Ave
rage
Effort Rate (Rent-to-Sales Ratio)
4.6%
11.6%
7.8%
10.8%
12.3%
6.7%
8.1% 8.0% 7.8% 7.6% 7.5% 7.3%
2012 2013 2014 2015 2016 2017
Retail Rent Reversions and Contractual Escalations
Rent Reversion Contractual Escalations
38,051
34,331
32,503
29,443 29,109 28,840 28,305 27,022
23,216
14,751
27,650
Durban PhoenixPlaza
GugulethuSquare
DurbanWorkshop
SowetoDobsonville
Shopping Centre
OshakatiShopping Centre
Pine Crest Centre East Rand Mall QueenstownNonesi Mall
Moruleng Mall Randburg Square Vukile TotalRetail Portfolio
Annualised Trading Density Trading density year on year growth
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Retail Portfolio Trading Statistics High trading density with solid growth
9%
14%
3%
4%2% 5% 3%
4%
-2%
N/A
N/A
* Data per December 2016 Retail Reports.
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A quality Retail PortfolioThe pretty picture in numbers
Retail Property Overview• Tenant & Lease Profile• Rental Affordability Metrics• Centre Trading Metrics
Debt & Funding Overview• Treasury Debt & FX Policies• Analysis of Group Debt
Strategic Direction• Transformation into a Retail REIT• Strong Operational Focus• Diversifying Internationally
DMTN programme• Secured Portfolio• Peer Comparisons• Proposed Amendments
High Quality Low Risk
Retail REIT
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Conservative debt management
Debt Overview
* 93% when development loans and Corporate Paper are included. All data per Vukile February 2017 Database.
MaturitiesNo more than 25% of total interest bearing debt to
mature within any one financial yearAchieved and constantly managed
Hedging strategy 75% of interest bearing debt to be hedged 101% *
Target bank versus debt capital market funding ratio Diversified sources of funding37% DMTN debt63% bank debt
Multi-banked approachHold various facilities with multiple banks and
lendersCurrently 5 lenders + DMTN programme
POLICY ACTUAL
LTV policy Internal Management: Maximum LTV level of 40%DMTN LTV 22.8%
Corporate LTV 31.5%
Gearing ratio - Interest bearing debt/total assets 20.6%
LTV stress level marginDMTN : Movement in property valuation from R3.6 Bn to R2.1 Bn, or a reduction of R1.5 Bn (43%)Banks : Movement in property valuation from R8.6 Bn to R4.8 Bn, or a reduction of R3.8 Bn (44%)
Policy relates to LTV level
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Conservative debt management
Debt Overview (continued)
* GCR February 2017. All data per Vukile February 2017 Database.
Group interest cover ratio Maintain > 2.0:1 times cover Actual 3.73:1 times
ICR stress level Margin Movement in net rental income from R1.243 Bn to R715 Mn, or a reduction R528 Mn (42%)
Total cost of financeMinimise while maintaining hedging and LTV
polocy8.31%
Fixed rate (swap) maturity profileEndeavour to allocate fixed rate debt to mature
between 3 years and 5 years3.4 years
POLICY ACTUAL
Commercial Paper undertakingFully backed by the committed revolving credit
facilitiesAchieved
Rating *Maintain “A” rating for Company and
“AA” in respect of secured notes
Long term rating A (Rating outlook Positive) and Short term rating A1AA+ Secured rating
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Continuing to maintain a conservative balance sheet
Foreign Exchange Hedging Policies
Prudent approach Minimise adverse foreign exchange fluctuations on Vukile’s earnings, assets and liabilities
Reduce currency risk Acquisition of foreign assets to be funded with foreign loans in same currency
Currency hedging strategy Between 50% and 100% of foreign dividends to be hedged by way of forward currency swaps
Interest rate hedging on foreign debt 75% of interest on foreign loans raised to finance offshore acquisitions to be hedged
POLICY
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Well hedged with low risk expiry profile
Analysis of Group Debt
2017 2018 2019 2020 2021 2022 2023 2024 Total
Loan Profile R'000 140,000 1,150,330 1,064,874 707,317 520,941 90,302 - 150,000 3,823,764
Swap Profile R'000 50,000 181,667 847,531 261,060 1,033,576 836,726 401,000 - 3,611,560
-
200,000
400,000
600,000
800,000
1,000,000
1,200,000
Loan and Swap Expiry Profile
170 210 217
820
3,824
-
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
UnsecuredUnlisted
CorporateBonds
UnsecuredListed
CorporateBonds
UnsecuredListed
CommercialPaper
SecuredListed
CorporateBonds
Secured BankDebt
Total
Analysis of Group Debt
Total ABSA Nedbank Standard Bank RMB Sanlam Capital Markets
17%
33%
25%
19%
7%
R'm
2,407
* Data per Vukile February 2017 Database.
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A quality Retail PortfolioThe pretty picture in numbers
Retail Property Overview• Tenant & Lease Profile• Rental Affordability Metrics• Centre Trading Metrics
Debt & Funding Overview• Treasury Debt & FX Policies• Analysis of Group Debt
Strategic Direction• Transformation into a Retail REIT• Strong Operational Focus• Diversifying Internationally
DMTN programme• Secured Portfolio• Peer Comparisons• Proposed Amendments
High Quality Low Risk
Retail REIT
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Quality Secured Portfolio
Overview Secured Property Portfolio
Number of properties
Average value per property
GLA
Total Secured Portfolio
National Tenant Exposure
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R4 175 Mn
309 466m²
R220 Mn
70%
Top 5 Properties percentage of Secured Portfolio (by Market Value) 66%
Current LTV of Secured Portfolio 22.8%
Current Vacancy Level 4.4%
* Data per February 2017 Database for the Secured Portfolio (including 100% Pine Crest).
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Alignment with Industry
Comparative DMTN programmes
Issuer Vukile Growthpoint Redefine Fortress Hyprop Resilient Emira
Cre
dit
rat
ing
Short-term A1(ZA) P-1.za P-1.za P-1.za P-1.za A1+(ZA) A1(ZA)
Long-term A(ZA) Aaa.za Aa2.za Aa3.za Aa3.za A+(ZA) A(ZA)
Secured AA+(ZA) - - - - - AA(ZA)
Programme size R5 Bn R20 Bn R10 Bn R10 Bn R5 Bn R6 Bn R5 Bn
Group LTV threshold 45% N/A 50% 50% 55% 50% 35%
Group LTV31.5% 33.7% 39.5% 25.2% 30.8% 23.7% 37.8%
Secured portfolio LTV threshold 40% N/A 30% N/A 35% N/A 40%
Secured portfolio LTV 22.8% 30.5% 33.9% - 20.8% - 37.8%
Cross default level R75 Mn R100 Mn R100 Mn R100 Mn (2%) # R250 Mn (2%) # R360 Mn (2.5%) # R75 Mn
Listed CP R217 Mn R352 Mn R869 Mn R250 Mn - R300 Mn R254 Mn
Listed Unsecured BondsListed Secured Bonds
R210 Mn *R820 Mn
R5 524 Mn R3 214 Mn R1 331 Mn R2 300 Mn R2 733 Mn R971 Mn
Total listed debt R1 247 Mn * R5 876 Mn R4 083 Mn R1 581 Mn R2 300 Mn R3 033 Mn R1 041 Mn
* Excludes unlisted unsecured bond of R170 Mn# Percentage of total assets
Vukile data per February 2017 Database.
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To align with Industry – while maintaining same low risk profile without unnecessary restrictions
Proposed Amendments to Vukile DMTN Programme
Group LTV Definition
CURRENT PROPOSED AMENDMENT
Loan to Valuation Ratio means at any time, in respect of the Notes, the ratio as expressed as follows:
Loan to Valuation Ratio = L divided by V
Where:
L = means any secured or unsecured indebtedness of the Vukile Group (whether principal, premium, interest or other amounts) for or in respect of (i) monies borrowed, or (ii) liabilities under any acceptance or acceptance credit, or (iii) any bonds, notes, debentures, loan stock or other debt securities, or (iv) any guarantees or indemnities given, whether present or future, actual or contingent; and
V = the amount of the most recent Open Market Valuation of all the Properties in the Vukile Group Property Portfolio;
Group LTV threshold 45% 50%
Secured Portfolio LTV threshold 40% 45%
Secured Portfolio LTV Definition No Change
Loan to Valuation Ratio means at any time, in respect of the Notes, the ratio as expressed as follows:
Loan to Valuation Ratio = L divided by V
Where:
L = means any secured or unsecured indebtedness of the Vukile Group (whether principal, premium, interest or other amounts) for or in respect of (i) monies borrowed, or (ii) liabilities under any acceptance or acceptance credit, or (iii) any bonds, notes, debentures, loan stock or other debt securities, or (iv) any guarantees or indemnities given, whether present or future, actual or contingent; and
V = sum of the (i) consolidated Property Portfolio Valuation Amount adjusted for minorities, (ii) the market value of equity accounted investments, (iii) the market value of loan receivables, and (iv) cash and cash equivalents;
Questions
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Contact Details
Name Designation Email Contact Numbers
Vukile Property Fund
Laurence Rapp Chief Executive Officer [email protected] (011) 288 1002
(083) 266 3011
Mike Potts Chief Financial Officer [email protected] (011) 288 1003
(083) 357 1111
Maurice Shapiro Senior Manager: Treasury & Investments [email protected] (011) 288 1001
(083) 577 6184
Rand Merchant Bank
Delia Patterson Distribution [email protected] (011) 282 4162
(083) 676 9595
Leigh Cunningham-Scott Origination [email protected] (011) 282 8559
(084) 569 6611
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Appendix A - Corporate Overview
▪ Conservative debt management▪ Low LTV▪ Prudent interest rate and forex hedging
strategy▪ Well established capital raising track
record
▪ Multi-variate Data-driven approach
▪ Dominant retail centre focus▪ Strong relationships with
key national tenants▪ Strong track record of
increasing trading densities, income and values
▪ Focus on non-GLA income generation
▪ Operating and utility cost containment
▪ First REIT listed on JSE and NSX▪ Fully compliant with King III code▪ Highly respected independent non-executive directors▪ South Africa highly ranked for securities regulation,
transparency and auditing
Vukile – core competencies
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Three integrated pillars of REIT excellence
Active Asset Management of
Portfolio
Strong Corporate Governance
Capital Market expertise and
strong Financial Management
Corporate Governance
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• Listed on the JSE• Board complies with King III
Code of Governance Principles• Governed by SA REIT
regulations
• Full board of independent non-executive directors
• Subcommittees: Audit & Risk, Property & Investment and Social ethics & HR
• Continuous monitoring of Board performance
• Internal auditors: Deloitte SA• External Auditors: Grant
Thornton SA• 5 year auditor rotation policy
• Organisation for Economic Development Guidance (OEDG)
• UN Global Compact Code • SA REIT Best Practice
Recommendations • Risk Management policy
Regulatory Compliance Strong Governance Financial Controls Sustainability
Governance Pillars
Category Global Ranking
Protection of minority Interests 1
Strength of auditing and reporting standards 1
Financing through local equity market 1
Soundness of banks 2
Financial services meeting business needs 2
Efficacy of corporate boards 3
Regulation of securities exchanges 3
Vukile Governance Structure South African Global Competitiveness Rankings
Source: WEF Global Competitiveness Report 2016-2017
Key to success & sustainiability
Executive team
Laurence RappCEO
Laurence has been the driving force behind Vukile’s transformation and growth since his appointment in 2011. Prior to joining Vukile,Laurence was a director of Standard Bank and head of the insurance and asset management division and his experience spans theareas of investment banking, private equity, retail banking and insurance and asset management. He currently serves as thechairman of SA REIT, an industry body driving listed property interests, as well as non-executive director of Atlantic Leaf PropertiesLimited.
Michael PottsFinancial Director
Michael is a founding director of Vukile and, prior to joining Vukile, was an independent adviser to the Bridge Capital Group onproperty transactions, property portfolio assembly, financial structuring and capital raising. Prior to that, he was managing andfinancial director of the South African group that forms part of the UK-based Hanover Acceptances Group and a non-executivedirector of Hanover Acceptances Limited and Outspan International.
Hermina (Ina) LopionExecutive Director: Asset Management
Ina has 24 years’ property experience and six years’ life insurance experience within the Sanlam Group. She is responsible for theasset management of the Vukile property portfolio. Ina is also a director of the South African Council of Shopping Centres (SACSC).
Sedise MosenekeExecutive Director
Sedise is responsible for Vukile’s for jointly driving Vukile’s overall portfolio growth and transformation objectives. He was chiefexecutive of Encha Properties from 2004 up until Vukile’s acquisition of a portfolio of government tenanted properties from Encha in2013. He is a past president of the South African Property Owners Association (SAPOA) and is the non executive chairman of EnchaProperty Services. He is a member of the South African Institute of Black Property Practitioners (SAIBPP).
Johann NeethlingDirector: Corporate Services/Group Company Secretary
Johann has 15 years' experience in the areas of assurance, general and corporate finance, governance and company secretariat. Hejoined Vukile in August 2010, after holding various positions within the property division of Sanlam, where he spent 7 years. Heserves as a director and senior vice-president of Chartered Secretaries Southern Africa.
Rob HawtonExecutive: Finance
Rob joined Vukile in May 2015 and held the position of Financial Director of Synergy Income Fund and was instrumental in itsrepositioning into Gemgro Properties. Prior to joining Vukile, Rob was previously the Head: Finance and Support for the Real EstateInvestment Division within the Corporate and Investment Bank of the Standard Bank Group, where he spent 8 years. Prior to that, heheld various finance positions within Investec Bank, Barclays Africa, Tourvest Retail Travel and Credit Suisse (London). Rob holds aB.Com and B.Com (Hons) degrees in accounting and a Master’s degree in Financial Management from the University of Johannesburgand is a Chartered Accountant. He completed his articles with PricewaterhouseCoopers.
Itumeleng MothibeliExecutive: Asset Management
Itumeleng’s real estate experience spans investment appraisal, retail developments and asset management both in the unlisted andlisted real estate environments over the past 10 years. He was previously part of the Old Mutual Property Unlisted Fund and later theSA Corporate Real Estate Fund management teams prior to joining Vukile in August 2012. He is a member of South African Instituteof Black Property Practitioners (SAIBPP), sits on the Gauteng Chapter Committee of the SACSC as well as on the SAPOA AwardsCommittee. 30
Strong blend of property and financial skills
Non-executive directors
Anton Botha• Non-executive director of the JSE Limited (Johannesburg Securities Exchange)• Non-executive director African Rainbow Minerals• Non-executive director Sanlam Limited (one of South Africa's largest life insurers)
Steve Booysen
• Former group chief executive of Absa Group Limited (Top 4 South African Retail Bank)• Non-executive director and chairman of the audit committee of Steinhoff International Holdings Limited (Multi-billion Euro South African-
based international retail holding company listed in Johannesburg and Frankfurt)• Non-executive director Clover Industries, JD Group Limited and Senwes Limited
Renosi Mokate
• Former executive director of the World Bank• Former deputy governor of the South African Reserve Bank.• Renosi currently serves on the board of Bidvest Bank• Chairman of the Government Employees Pension Fund (GEPF)
Peter Moyanga• Peter held a senior management position with McDonald’s Corporation for 10 years• He is the largest owner-operator franchisee of McDonald's restaurants in South Africa• He is the Vice Chairman of Reach For a Dream NPO
Nigel Payne
• Former partner at KPMG• Former Head of Internal Audit at Transnet (South Africa's largest rail, port and pipeline company) • Serves as a member of the King Committee on Corporate Governance• Chairman of Mr Price Group Limited, a leading, multi-billion Euro South African fashion retailer• Serves on the boards of Bidvest Group Limited (a listed South African conglomerate that owns over 300 companies), JSE Limited and BSi Steel
Group Limited • Chairman of Bidvest Bank
Hatla Ntene
• Executive chairman of Mvua Property Partners, a commercial property investment firm• Non-executive director of AECOM South Africa • Non-executive director of Calgro M3 (One of the leading residential development companies in South Africa)• Non-executive director of the Don Hotel Group
Mervyn Serebro
• Former chief executive officer of Vusani Property Investments• Former managing director of OK Bazaars Group (taken over by Shoprite Holdings which is Africa's largest food retailer and employs over 136
000 people)• He is also Chairman of the Reach For a Dream NPO.
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Appendix B – Company Property Overview
Geographic Profile - by Market Value
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Top 10 assets make up c.40% of the total portfolio
Company Portfolio Composition
Geographic Profile - by GLA
* Market Values based on September 2016 Valuations. Other data per February 2017 Database for the Total Portfolio (including Thavhani Mall, Springs Mall, 100% Pine Crest, excluding Louis Leipoldt).
Sectoral Profile - by Market Value
Top 10 Properties
42% of Total Value
Sectoral Profile - by GLA
Top 10 Properties
30% of Total GLA
By Market Value By GLA
91% Retail 85%
4% Offices 6%
3% Industrial 8%
1% Motor Related 1%
1% Residential 0%
0.1% Vacant Land 0%
By Market Value By GLA
39% Gauteng 42%
22% KwaZulu-Natal 17%
7% Western Cape 6%
7% Limpopo 7%
7% Namibia 7%
6% Northwest 7%
5% Free State 6%
4% Mpumalanga 5%
3% Eastern Cape 3%
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Low risk with c.76% national tenants
Company Tenant Exposure
Nationals76%
Other24%
Tenant Profile - by Contractual Rent
Top 10 Tenants
42% of Total Rent
Nationals76%
Other24%
Tenant Profile - by GLA
Top 10 Tenants
46% of Total GLA
* Data per February 2017 Database for the Total Portfolio (including 100% Pine Crest, excluding Thavhani Mall, Springs Mall, Louis Leipoldt).
Diversified across
1390 tenants
Diversified across
1390 tenants
7.3%
5.6%
5.4%
4.6%
4.3%
3.8%
3.1%
3.0%
3.0%
2.2%
Steinhoff
Shoprite
Edcon
Foschini
Pick n Pay Stores
Spar
Mr Price
Truworths
Massmart
First Rand Group
Top 10 Tenants by Rent2.7% Pep Stores
2.2% Ackermans
2.3% Jet
1.8% Edgars
8.6%
6.4%
6.2%
5.9%
5.1%
3.9%
3.2%
2.6%
2.1%
1.8%
Shoprite
Pick n Pay Stores
Steinhoff
Edcon
Spar
Massmart
Foschini
Mr Price
Truworths
ADT Security
Top 10 Tenants by GLA
2.2% Pep Stores
1.9% Ackermans
2.6% Jet
2.3% Edgars
027 24
17 10230
51
68
78
100
Vacant Mar-18 Mar-19 Mar-20 Mar-21 Beyond Mar-21
% of Contractual Rent
35
49% of contractual rent expiring in 2020 and beyond
Company Tenant Expiry Profile
* Data per February 2017 Database for the Total Portfolio (including 100% Pine Crest, excluding Thavhani Mall, Springs Mall, development vacancy).
GLA / Rent Cumulative
4.424 21
14 828
30
51
6472
100
Vacant Mar-18 Mar-19 Mar-20 Mar-21 Beyond Mar-21
% of GLA
WALE 3.5 years
36
Appendix C – Secured Portfolio Overview
Secured Transaction Structure
Noteholders
Vukile Property Fund Limited
Vukile Security SPV Trust No1Group 1 Notes
Vukile Security Company No.1 “Guarantee SPV”
Permitted Creditors (ABSA)
Vukile Security Company No.1 Owner Trust
Issue of Secured Bonds to raise funding to prepay VIPS
Indemnity, Mortgage bond security cession
Guarantee
Guarantee
Guarantee Indemnity
100%
• The Secured Notes are secured through a guarantee from the Vukile Security SPV Trust No.1
• The mortgage bonds are housed in the Guarantee SPV, which provides guarantees to the Permitted Creditors and Vukile Security SPV Trust No.1
37
Pine Crest Phoenix Plaza Gugulethu SquareDobsonville
Shopping CentreRandburg Square
GAV R778 Mn R761 Mn R437 Mn R413 Mn R378 Mn
Region KwaZulu-Natal KwaZulu-Natal Western Cape Gauteng Gauteng
Gross Lettable Area 40 087m² 24 351m² 25 322m² 23 236m² 40 767m²
Monthly Rental R154/m² R243/m² R144/m² R133/m² R95/m²
National Tenant exposure 93% 80% 90% 87% 85%
Vukile Ownership 100% 100% 100% 100% 100%
Footfall (2016) 11.1 Mn 9.4 Mn 10.5 Mn * 10.0 Mn 7.2 Mn
Secured Portfolio Largest 5 Assets
* Vukile estimate.
38
Secured Portfolio Assets
* Market Values based on September 2016 Valuations. Vacancy excludes Development Vacancy. 39
Total Secured Portfolio Bloemfontein PlazaUlundi King
Senzangakona
Emalahleni Highland
Mews
Elim Hubyeni Shopping
Centre
GAV R4 175 Mn R315 Mn R251 Mn R221 Mn R116 Mn
Region South Africa Free State KwaZulu-Natal Mpumalanga Limpopo
Gross Lettable Area 309 466m² 38 400m² 22 365m² 17 032m² 12 686m²
Monthly Rental R115/m² R82/m² R108/m² R109/m² R89/m²
National Tenant exposure 70% 48% 87% 74% 75%
Vacancy 4% 4% 3% 9% 2%
Midrand Allandale
Industrial Park
Randburg Square
ApartmentsMidrand Sanitary City
Makhado Nzhelele
Valley Shopping CentreCenturion Samrand N1
GAV R114 Mn R68 Mn R60 Mn R55 Mn R54 Mn
Region Gauteng Gauteng Gauteng Limpopo Gauteng
Gross Lettable Area 21 344m² 6 342m² 5 308m² 11 413m²
Monthly Rental R54/m² R5 200/Unit R61/m² R102/m² R49/m²
National Tenant exposure 2% 100% 89% 25%
Vacancy 6% 0% 0% 1% 5%
Pinetown Richmond
Industrial Park
Mbombela Truworths
Centre
Sandton Linbro Galaxy
Drive Showroom
Kempton Park Spartan
Warehouse
Pretoria Hatfield 1166
Francis Baard Street
GAV R47 Mn R44 Mn R25 Mn R24Mn R15 Mn
Region KwaZulu-Natal Mpumalanga Gauteng Gauteng Gauteng
Gross Lettable Area 7 940m² 1 920m² 2 840m² 5 241m² 2 871m²
Monthly Rental R56/m² R159/m² R83/m² R49/m² R92/m²
National Tenant exposure 41% 100% 100% 0% 0%
Vacancy 33% 0% 0% 0% 33%
Geographic Profile - by Market Value
40
Top 5 assets make up c.65% of the secured portfolio
Secured Portfolio Composition
Geographic Profile - by GLA
* Market Values based on September 2016 Valuations. Other data per February 2017 Database for the Secured Portfolio (including 100% Pine Crest).
Sectoral Profile - by Market Value
Top 5 Properties 66%
of SecuredValue
Sectoral Profile - by GLA
Top 5Properties 50%
of Secured GLA
By Market Value By GLA
90% Retail 81%
0% Offices 1%
7% Industrial 17%
1% Motor Related 1%
2% Residential 0%
By Market Value By GLA
28% Gauteng 37%
44% KwaZulu-Natal 31%
10% Western Cape 8%
4% Limpopo 6%
0% Namibia 0%
0% Northwest 0%
8% Free State 12%
6% Mpumalanga 6%
0% Eastern Cape 0%
41
Low risk with c.75% national tenants
Secured Portfolio Tenant Exposure
Nationals74%
Other26%
Tenant Profile - by Contractual Rent
Top 10 Tenants
43% of SecuredRent
Nationals70%
Other30%
Tenant Profile - by GLA
Top 10 Tenants
44% of SecuredGLA
* Data per February 2017 Database for the Secured Portfolio (including 100% Pine Crest).
Diversified across
632 tenants
Diversified across
632 tenants
8.1%
6.3%
4.8%
4.7%
3.9%
3.9%
3.2%
3.2%
2.4%
2.3%
Steinhoff
Foschini
Edcon
Shoprite
Mr Price
Truworths
First Rand Group
Spar
Absa Bank
Massmart
Top 10 Tenants by Rent3.0% Pep Stores
2.5% Ackermans
3.0% Jet
7.8%
6.9%
5.1%
4.8%
4.5%
3.5%
3.3%
3.2%
2.8%
2.4%
Shoprite
Steinhoff
Edcon
Foschini
Spar
Massmart
Bon Hotel
Mr Price
Truworths
Pick n Pay Stores
Top 10 Tenants by GLA
2.4% Pep Stores
2.4% Ackermans3.4% Jet
3.9% Checkers
3.0% OK
0
3621 18 8 17
36
56
7583
100
Vacant Mar-18 Mar-19 Mar-20 Mar-21 Beyond Mar-21
% of Contractual Rent
42
44% of contractual rent expiring in 2020 and beyond
Secured Portfolio Tenant Expiry Profile
* Data per February 2017 Database for the Secured Portfolio (including 100% Pine Crest, excluding development vacancy).
GLA / Rent Cumulative
4.4
33 19 14 7
21
39
58
72 79
100
Vacant Mar-18 Mar-19 Mar-20 Mar-21 Beyond Mar-21
% of GLA
WALE 3.0 years
43
Contact Details
Name Designation Email Contact Numbers
Vukile Property Fund
Laurence Rapp Chief Executive Officer [email protected] (011) 288 1002
(083) 266 3011
Mike Potts Chief Financial Officer [email protected] (011) 288 1003
(083) 357 1111
Maurice Shapiro Senior Manager: Treasury & Investments [email protected] (011) 288 1001
(083) 577 6184
Rand Merchant Bank
Delia Patterson Distribution [email protected] (011) 282 4162
(083) 676 9595
Leigh Cunningham-Scott Origination [email protected] (011) 282 8559
(084) 569 6611