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INVESTEC PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Reg. No: 2008/011366/06)
Approved as a REIT by the JSE
Share Code: IPF
Bond Code: INV
ISIN: ZAE000180915
(“Investec Property Fund” “IPF” or “the Fund”)
PROPOSED INTERNALISATION OF ASSET MANAGEMENT FUNCTION, PARTIAL ACQUISITION
OF JV PARTNER’S INTEREST IN THE PAN EUROPEAN LOGISTICS PLATFORM AND 50%
JOINT VENTURE WITH IRONGATE FUND MANAGEMENT
As previously communicated to shareholders of IPF (“IPF Shareholders”), the Fund has committed to
a clear and deliberate strategy which has resulted in a simplified investment portfolio focused on quality
South African and Pan-European logistics (“PEL” or “PEL Platform”) strategies and strong balance
sheet management. Underpinning all investment decisions are the underlying real estate fundamentals
and entrenched, in-country management teams across the regions in which the Fund operates.
Consistent with such strategy and in keeping with the evolution of the business, IPF is pleased to
announce that it has entered into the following separate agreements:
A. Proposed internalisation of the management function
– a binding agreement for the internalisation of its entire asset management function
across South Africa and Europe, which is currently undertaken by Investec Limited
(“Investec”) (“Manco Internalisation”) for an aggregate purchase consideration of
R975,000,000 to be settled by:
R390,000,000 of consideration from the sale of the Disposal Properties
(defined in section A) being set-off against an equivalent portion of aggregate
consideration owing by IPF;
a cash payment of R260,000,000; and
a deferred cash payment of R325,000,000.
B. Partial acquisition of JV Partner’s interest in the Pan European Logistics Platform
– concluded the acquisition of an additional 19% interest in the PEL Platform for a net
cash consideration of EUR95,760,000; and
C. 50% joint venture with Irongate Fund Management
– an agreement in respect of a 50% joint venture with the Irongate Australia funds’
management team and a related agreement to acquire a stake in one of their related
property funds.
(collectively, the “Transactions”)
The Transactions deliver the following strategic objectives:
- Earnings accretive and results in the Fund’s loan-to-value (“LTV”) remaining below 40%
Continued focus on delivering shareholder returns through the cycle. The transactions will be
fully funded through efficient capital recycling
- A fully internalised management function, with deeply experienced management teams
across South Africa and Europe, that is fully aligned with the interests of shareholders
Results in the continuity of management teams which have a strong and established track
record with an ability to deliver growth and value enhancing activities
- Significant asset base of c. R35bn across 9 countries managed by c. 50 people
Provides a strong base of skills in each market, which can be leveraged to support the future
growth of the business
- Introduction of a capital light funds management strategy, commencing with A$450m
(R5.4bn) equity under management in Australia
Experience and proven ability to leverage external capital, which strategy can be replicated in
other markets
- Increased offshore exposure to c. 53% of the portfolio
Geographically diversified portfolio of assets, with a resultant 53:47 Europe to South Africa split
across office, retail and industrial/logistics real estate assets
- South Africa: R15bn in diversified, quality assets in with excellent operating metrics
Exposure to quality industrial / logistics assets, retail underpinned by a large national tenant
base and prime office with below-market vacancy levels;
- Europe: a well-positioned €1.1bn, c. 1m sqm quality European logistics platform with
high rental growth
In a market with a structural shortage, the PEL Platform continues to deliver exceptional
operating performance
- An attractive, derisked entry point into Australia
Reach into the Australian market where IPF and its JV partners have a track record of success
and provides a platform to grow the funds management business off a strong base
The Transactions reposition IPF as a highly scalable international platform that is well positioned for
growth. The Transactions leverage the respective skills and experience of the management teams
across IPF’s three key jurisdictions, to access potential growth opportunities in those regions.
A. INTERNALISATION OF ASSET MANAGEMENT FUNCTION
1. Introduction
IPF Shareholders are advised that Investec Property Fund has entered into an agreement
with Investec and Investec Property (Proprietary) Limited (“Investec Property”), a wholly-
owned subsidiary of Investec, in terms of which IPF has agreed, subject to fulfilment or
waiver (as the case may be) of the conditions precedent set out in paragraph 4 d. below:
– that the asset management functions of IPF’s South African assets (provided by
Investec Property) and PEL (provided by Urban Real Estate Partners Limited
(“UREP Manco”), a 100% subsidiary of Investec Property Pty Limited), will be
internalised (the relevant asset management entities and businesses being
collectively referred as the “Asset Management Businesses”); and
– as part consideration payable to Investec, the disposal of the property assets
known as Investec Durban and Investec Pretoria (“Disposal Properties”) together
with the rental enterprises conducted thereon (the "Disposal Enterprises") to
Investec Property as sales of rental enterprises (the “Property Disposal”),
(collectively, the “Proposed Internalisation Transaction”).
Investec holds c.24.3% of the IPF shares in issue and therefore constitutes a material
shareholder of and related party to IPF in terms of paragraph 10.1(b)(i) of the JSE Listings
Requirements.
Investec Property is a related party of IPF in terms of paragraph 10.1(b)(vi) of the JSE
Listings Requirements.
2. Description of the Asset Management Businesses
The Proposed Internalisation Transaction will result in an internal management function
with highly rated management teams with proven track records who will manage funds and
asset management, marketing, finance, treasury, investor relations, and tax in South Africa
and Europe.
The senior management team, led by Andrew Wooler (CEO) and Jenna Sprenger (CFO)
have, in aggregate, c.35 years of experience in the property sector and have been involved
in IPF since 2012. The Fund’s executive committee, which will be responsible for strategic
direction and decisions across the entire footprint, will also include Paul Rodger (MD of
Europe), Graeme Katz (MD of Australia) and Graham Hutchinson (Head of South Africa).
– South Africa: The South African management team, led by Graham Hutchinson
and made up of 10 property professionals, will be managing R15bn of assets
across the industrial, retail and office sectors and bring with them a strong track
record of growing both net operating income and capital value despite an
increasingly challenging environment. The Fund’s most recent trading update and
resultant operating metrics are testament to the strength of the South African team.
– Europe: The UREP management team, led by co-founder Paul Rodger and
supported by 6 property professionals, many of whom reside in-country, will be
managing the logistics assets of the EUR1.1bn Pan-European Logistics Portfolio,
having successfully grown the asset base since the company was founded in
2017. The UREP team have extensive experience across pan-European logistics
and light industrial, with several of the team working alongside Paul during his time
at Hansteen, prior to its acquisition by Logicor in 2017.
– Australia: Graeme joined the Investec Group to head up the Australian property
business in 2006. He successfully listed Investec Australia Property Fund (IAP) on
the JSE in 2013 and then dual listed IAP (subsequently renamed Irongate) on the
ASX in 2019. Following internalisation, the now Irongate had accumulated assets
of over $1.5bn and set up an unlisted fund with equity commitments of $450m. IAP
was subsequently sold to Charter Hall, achieving a 211% total return for investors
since IPO on the JSE and a 62% return on the ASX since the subsequent listing.
3. Rationale for the Proposed Internalisation
The Proposed Internalisation Transaction creates a fully integrated international real estate
company, with an internalised asset management function, an established track record
and a number of specific benefits to IPF:
– better aligns the interests of a strong management team with that of IPF
Shareholders and provides an opportunity to better strengthen the retention and
incentivisation of key personnel going forward;
– improves IPF’s operating leverage, driven by an improved growth outlook, an
elimination of external asset management fees and a more efficient fixed cost
base;
– will result in a net management fee saving of c.R73.8 million per annum and is c.
4.0% earnings accretive;
– structured to minimise the impact on LTV, via the Property Disposal and the
Deferred Payment Amounts (defined below); and
– ensures the continued alignment with Investec via a number of arrangements
which are beneficial to IPF (outlined in part A 4.c of this announcement)
4. Terms and conditions of the Proposed Internalisation Transaction
a. Consideration
The Asset Management Businesses shall be acquired by IPF, with commercial effect
from 1 April 2023 (“Effective Date”) for an aggregate purchase consideration
(“Internalisation Consideration”) of R975,000,000 on a locked box, debt free, cash
free basis.
The Disposal Enterprises (including the Disposal Properties) shall be disposed of to
Investec Property as sales of rental enterprises for a collective purchase
consideration of R390,000,000 (inclusive of VAT to be levied at 0%) (the "Property
Disposal Consideration"), reflecting a selling yield of 9.2% based on contractual
rental, and 8.5% based on market related rental assumptions. The Property Disposal
Consideration comprises a consideration of (i) R185,000,000 in respect of the
Investec Pretoria Disposal Enterprise; and (ii) R205,000,000 in respect of the Investec
Durban Disposal Enterprise.
The obligation on (i) IPF to settle the Internalisation Consideration in respect of the
Manco Internalisation; and (ii) Investec Property to settle the Property Disposal
Consideration in respect of the Disposal Enterprises, shall be discharged in the
following manner:
i. Investec Property's obligation to settle the Property Disposal Consideration shall
be discharged on the Closing Date (defined below) by applying set-off of the
Property Disposal Consideration owing by Investec Property against an
equivalent portion of the Internalisation Consideration owing by IPF;
ii. IPF shall make an upfront cash payment of R260,000,000; and
iii. IPF shall make deferred payments in respect of an aggregate amount of
R325,000,000, which deferred payments shall be payable as follows:
− R125,000,000 payable on the first anniversary of the Effective Date; and
− R200,000,000 payable on the second anniversary of the Effective Date,
(the "Deferred Payment Amounts").
The portion of the Internalisation Consideration which is payable by IPF in cash will
be funded using existing debt facilities.
b. Effective date
i. The commercial effective date of the Manco Internalisation is 1 April 2023.
Notwithstanding the aforegoing the Manco Internalisation includes an adjustment
mechanism to compensate Investec Property for the profit attributable to the
Investec Management Businesses from the Effective Date to the date on which
closing of the Proposed Internalisation Transaction takes place, which is
expected to be the third business day after the day on which the last of the
conditions precedent referred to below has been fulfilled (the “Closing Date”).
ii. The commercial effective date of the Property Disposal will be the Closing Date.
c. Other material terms
i. Investec will appoint IPF to provide asset management services to the Investec
group, in respect of the properties included in the right of first offer described
below, for an initial period of three years commencing on the Effective Date, at a
market related fee.
ii. For a period of 24 months post the Closing Date, Investec will provide IPF with
a right of first offer in the event that Investec wishes to dispose of any of the
following properties: 61 Katherine, 96 Rivonia, Cornubia, Neighbourhood and
Brickworks, subject to certain carve-outs.
iii. Investec has agreed to an equity lock-up, in respect of its c.24.3% shareholding
in IPF, for 12 months post the Closing Date. The equity lock-up is subject to
certain agreed exceptions.
iv. Investec will, while it holds 10% or more of the IPF shares in issue, retain the
right to nominate one board member to the IPF board of directors (the “Board”).
v. In terms of the Proposed Internalisation Transaction, Investec will ensure IPF is
established as an independent internal management business. Furthermore,
Investec will continue to support IPF for a period of 12 months post the Closing
Date to ensure a smooth transition.
The Proposed Internalisation Transaction is subject to representations and warranties
consistent with general practice for transactions of this nature.
d. Conditions precedent
The Proposed Internalisation Transaction is subject to the fulfilment or waiver, as the
case may be, of the following conditions precedent:
i. to the extent required by the regulations made under the Currency and
Exchanges Act No 9 of 1933, the Financial Surveillance Department of the South
African Reserve Bank, or an authorised dealer on its behalf, having approved
the Proposed Internalisation Transaction, by no later than 30 September 2023;
ii. the approvals required by the Competition Act for the implementation of the
Proposed Internalisation Transaction having been granted, either unconditionally
or subject to such conditions as have been approved in writing by no later than
30 September 2023, by:
- Investec, to the extent that any such conditions are imposed on Investec or
any other member of the Investec group; or
- IPF, to the extent that any such conditions are imposed on IPF or any other
entity that is (or will pursuant to the Proposed Internalisation Transaction
become) a member of the IPF group;
provided that such approval/s shall not be unreasonably withheld or delayed;
iii. to the extent required, the approval from the Prudential Authority in respect of
the requirements of the Banks Act, 1990 Act No 94 of 1990;
iv. the Proposed Internalisation Transaction having been approved by IPF
Shareholders in accordance with the JSE Listings Requirements, by no later than
30 June 2023; and
v. all requisite third party consents required in order to implement the Proposed
Internalisation Transaction having been obtained, by no later than 30 September
2023.
The condition precedent contemplated in paragraph (d)(iv) shall be capable of waiver
by IPF. The remainder of the conditions precedent are of a regulatory nature and
cannot be waived.
5. Financial information
Profit after tax
The sustainable profits after tax attributable to the SA Manco and UREP Manco for the six
months ended 30 September 2022, as included in the Fund’s unaudited adjusted financial
statements, which were prepared in terms of IFRS; are R12.7m and R26.8m, respectively.
The profits after tax attributable to Investec Durban and Investec Pretoria for the six months
ended 30 September 2022, as presented in the Fund’s interim financial statements which
were prepared in terms of IFRS, were R9.4m and R7.1m, respectively.
Voluntary forecast financial information
The forecast in the table below is shown on a 12 month basis using the impact on
distributable earnings as the basis. When referring to accretion or dilution, this is
referenced to the updated distribution per share provided in IPF’s trading update published
on SENS today, 1 March 2023.
The internalisation is expected to be c.4.0% earnings accretive, of which c.2.0% is
attributable to the deferred cash element and only c.1.0% linked to non-contractual
forecast assumptions around portfolio growth in the next 12 months.
Internalisation accretion reconciliation ZAR'm
Net Management fee saving 73.8
Assumed revenue from growth assumptions 10.9
Net impact of office sales (0.6)
Net funding cost (gross) (62.9)
Accretion before deferred consideration 21.2
Deferred consideration funding saving 17.9
Accretion from internalisation 39.1
Net management fees represent management fees saved in both regions, less operating
costs that will be absorbed by the Fund upon internalisation.
The net management fee saving in the accretion reconciliation above has been calculated
with reference to the management fees according to the relevant management contracts
(South Africa: 50bps x Enterprise value, being market capitalization plus debt; Europe:
65bps x gross asset value). In determining the implied EV/EBIT multiple of the transaction,
consideration has been given to current discount to NAV and subsequent impact on the
SA management fee.
6. Salient property information
The details of the Disposal Properties are set out below:
Weighted
average Independent
Gross rental per Valuation Disposal
lettable square attributed to consideration
Property area metre the property1 (R)
Name Location Sector (m2) (R/m2) (R)
5 Richefond
Circle,
Ridgeside
Office Park,
Durban,
Investec KwaZulu-
Durban Natal Office 6 543 250,1 R206,000000 R205,000,000
Cnr of
Atterbury
and Klarinet
Streets,
Menlo Park,
Investec Pretoria,
Pretoria Gauteng Office 6 300 172,6 R183,000,000 R185,000,000
Total 12 843 212,1 R389,000,000 R390,000,000
1The Disposal Enterprises were valued by Mike Gibbons of Mills Fitchet who is an
independent external valuer registered in terms of the Property Valuers Profession Act 47
of 2000. The commercial effective date of the Property Disposal is the Closing Date.
7. Related party transaction and categorisation
The Proposed Internalisation Transaction constitutes a category 2 related party transaction
on an aggregated basis in terms of paragraphs 9.5(a) and 9.13(a) read together with
paragraphs 10.1(a)(i), 10.1(b)(i) and (v) and 10.8 of the JSE Listings Requirements and is
accordingly subject to approval by the IPF Shareholders.
It is expected that the Proposed Internalisation Transaction circular (“Circular”) will be
posted to IPF Shareholders in mid-April with the general meeting (“General Meeting”) to
approve the resolutions relating to Proposed Internalisation Transaction held in mid-May.
The Circular will include, inter alia, the applicable disclosures in respect of the Proposed
Internalisation Transaction, the salient dates and times and incorporate the notice
convening the General Meeting.
8. Fairness opinion by the Independent Expert
In accordance with paragraph 10.4(f) of the JSE Listings Requirements, the Board has
appointed BDO Corporate Finance Proprietary Limited (the “Independent Expert”) to
provide a fairness opinion (“Independent Expert Report”) in respect of the Proposed
Internalisation Transaction. A preliminary Independent Expert Report (“Preliminary
Independent Expert Report”) has been prepared by the Independent Expert and has
been made available to the Board. The Preliminary Independent Expert Report is subject
to changes from the date of issue of the Preliminary Independent Expert Report to the date
of issue of the final Independent Expert Report and subject to JSE approval.
In terms of the Preliminary Independent Expert Report, the Independent Expert has
expressed the opinion that the terms of the Manco Internalisation and the Property
Disposal are fair to IPF Shareholders. The final Independent Expert Report will be included
in the Circular.
9. Support from IPF Shareholders
The Proposed Internalisation Transaction will require the approval at the General Meeting
by way of an ordinary resolution, and the c. 24.3% shareholding held by Investec will not
be eligible for participation at the General Meeting.
IPF has received letters of support from IPF Shareholders confirming their intention to vote
in favour of the Proposed Internalisation Transaction, on behalf of their clients where they
hold the requisite authority to do so. These letters of support represent approximately
29.3% of the voting shares and c. 59% of the votes required to pass the ordinary resolution.
B. ACQUISITION OF AN ADDITIONAL 19% INTEREST IN THE PAN EUROPEAN LOGISTICS
PLATFORM
1. Introduction
IPF Shareholders are advised that the existing PEL Platform strategic equity partner,
Hercules Hex Holdco S.À.R.L. (being a consortium of family offices) (the “Vendors” or “JV
Partners”), has disposed of their 25% PEL interest.
IPF has acquired 19% from the Vendors for a gross consideration of EUR103,812,437
(with a cash component thereof being of EUR95,760,000) (the “Purchase Price” or the
“PEL Acquisition”), representing an implied asset yield of 4.9% and gross asset value of
c. €1.1bn, in line with current book values.
Separate, but concurrent to the PEL Acquisition, a new co-investor, being ED Trust INL
Investments 1 Proprietary Limited (“ED Trust”), has acquired the remaining 6% PEL
interest from the Vendors for EUR30,240,000 (“ED Trust Purchase Consideration” or
“ED Trust Stake”).
The PEL Platform was established to introduce third party capital in order to unlock
opportunities efficiently across multiple jurisdictions and verticals in the European logistics
sector. Maintaining the structure is imperative to the long-term strategy and tax efficiency
of the platform.
2. Rationale for the PEL Acquisition
The previously communicated potential disposal of PEL was driven by a unique market
dynamic that drove unprecedented, unsolicited demand for high-quality logistics
assets. While this process was discontinued due to a rapid change in global market
conditions, the underlying attractiveness of the platform and its core strategic fit in IPF
has not deviated;
The PEL Platform remains a core, strategic investment for the Fund, for which the
acquisition yield is attractive in the context of the longer-term prospects of the platform.
We believe this transaction is beneficial to the longevity and future growth prospects of
the PEL and broader European Platform, given that it meets the long term, structural
growth opportunity;
Increases exposure to attractive offshore logistics portfolio; and
Creates the ability to build and manage multiple asset strategies. As previously
communicated, the Fund plans to introduce third party capital to grow and maximise
the value of the PEL platform, and as a result the Fund intends to replace EDT with a
long-term capital partner in the short to medium term
The portfolio and market fundamentals continue to drive exceptional performance,
including, inter alia:
- Best-in-class with strong underlying asset fundamentals, unlisted
logistics and warehousing platform
- Secure, defensive income stream, proven through the cycle,
underpinned by a high-quality tenant base and low vacancies
- Focused, specialist platform of scale , with tangible growth
opportunities
- Limited development pipeline in EU due to constrained credit market.
New developments expected to command superior rents in order to
compensate for higher hurdle returns
- Positive supply/demand dynamic driving vacancy rates have
decreased to record lows, driving growth in rentals and increasing ERV
with positive outlook, the pace of which continues to accelerate. The
continued rental growth provides a strong underpin to forward looking
valuations.
3. PEL Platform shareholders
− The ED Trust is an active vehicle, run and managed by an experienced team with
significant investment experience and track record, focused on delivering innovative
entrepreneurial activity and educational enrichment to previously disadvantaged South
Africans in order to contribute and make a lasting impact to South Africa’s economy.
− EDT Trust will assume the joint control rights from the Vendors.
− Post the PEL Acquisition, the PEL Platform shareholding is as follows:
IPF 84%;
A passive holding by various private clients of Investec Wealth and
Investment of 10%; and
ED Trust 6%.
o In order to better reflect the economics of the joint control arrangement, IPF and
ED Trust have entered into a contract-for-difference arrangement, the salient terms
of which are as follows:
In the event that ED Trust sells its 6% interest for more than the ED Trust
Purchase Consideration, it shall be entitled to 10% and IPF 90% of such
excess value, respectively; and
In the event that ED Trust sells its 6% interest for less than the ED Trust
Purchase Consideration, IPF shall pay such difference to ED Trust.
4. Salient property information
The PEL Portfolio consists of 56 best-in-class logistics properties (33 assets) distributed
across Germany (28%) (based on collected rent), France (23%), Netherlands (18%),
Poland (12%), Belgium (8%), Italy (7%) and Spain (4%), with a total GLA of 1.14 million
sqm.
Details of the PEL Platform, which are all classified as logistics assets, are set out in the
table below.
Vacancy WAULT
Country Property GLA (m2)
(%) (years)
France Belfort 30,591 0% 8.2
France Le Havre 28,595 0% 3.6
France Rennes 19,158 0% 7.1
France Orleans 20,509 0% 0.6
France Saint Fargeau 20,426 0% 3.0
Bourg en
France 34,999 0% 6.1
Bresse
France Toussieu 38,840 0% 6.7
France Combs-la-Ville 23,262 0% 4.9
France Rouen 9,649 0% 4.1
France Marseille 65,387 1% 5.6
Germany Frankfurt 26,584 0% 6.1
Germany Koelleda 16,064 0% 3.1
Germany Wetzlar 23,583 3% 8.0
Germany Solingen 26,025 0% 0.0
Germany Hoppegarten 97,715 2% 6.2
Germany Dortmund 25,783 0% 4.8
Mönchengladba
Germany 10,618 0% 10.1
ch
Germany Hanover 24,471 25% 7.7
Italy Carpiano 76,405 0% 6.2
Neth. Hordijk 13,268 0% 3.6
Neth. Maasvlakte 67,390 0% 1.9
Neth. Schiphol 10,981 0% 1.8
Bergen op
Neth. 20,958 0% 2.9
Zoom
Venlo Marco
Neth. 25,704 0% 0.2
Poloweg
Logistics Court
Neth. 17,378 0% 6.2
Schiphol
Neth. Tiel 9,822 0% 1.4
Poland Sochaczew 101,614 0% 6.5
Poland Lodz 19,422 0% 2.1
Poland Poznan 31,875 0% 2.9
Poland Krakowska 11,045 5% 3.7
Spain Tarancon 83,005 0% 7.3
Belgium Houthalen 26,995 0% 3.8
Belgium Opglabbeek 77,507 0% 2.9
Total 1,135,629 0.9% 4.9
Notes:
A. As the Fund is acquiring an equity interest in PEL, no purchase consideration per
property can be ascribed. Capital deployed as part of the PEL Acquisition will be equal
to the net asset value acquired.
5. Financial information
Set out below are the forecast revenue, operating profit, net profit after tax and earnings
available for distribution in respect of the PEL Acquisition (“the Forecast”) for the 1 month
ending 31 March 2023 and the year ending 31 March 2024 (“the Forecast Period”).
The Forecast has been prepared based on a 1 March 2023 effective date.
The investment will continue to be accounted for as a joint venture. As such, there is no
impact on the Fund’s revenue and operating profit. The Forecast net profit after tax
includes equity accounted earnings and interest income, net of finance costs and
management fees.
The Forecast, including the assumptions on which it is based and the financial information
from which it has been prepared, is the responsibility of the directors of the Fund. The
Forecast has not been reviewed or reported on by independent reporting accountants.
The Forecast presented in the table below has been prepared in accordance with the
Fund’s accounting policies, which are in compliance with International Financial Reporting
Standards.
Forecast for the Forecast for the
1 month ending year ending
31 March 2023 31 March 2024
ZAR’m ZAR'm
Revenue - -
Operating Profit - -
Net profit after tax (1.3) (16.1)
Earnings available for distribution (1.3) (16.1)
The Forecast incorporates the following material assumptions in respect of revenue and
expenses:
1. The Forecast is based on information derived from cash flow forecasts prepared by the
Fund.
2. The Forecast is based on the incremental impact of the 19% additional equity share in
PEL.
3. The Forecast has been prepared in ZAR, based on a conversion rate of 19.00 for the
year ending 31 March 2024.
4. Assumptions regarding lease expiration and new leases during the Forecast Period are
based on historical evidence and current market dynamics. Where it has been assumed
that vacant space will be let in future, the rental income for that space is based on an
ERV rate and rent-free periods have been applied based on market convention.
5. Of the rental income for the 1 month ending 31 March 2023, 96.6% relates to contracted
rental income, with 3.4% attributed to uncontracted rentals.
6. Of the rental income for the year ending 31 March 2024, 86.4% relates to contracted
rental income and 13.6% attributed to uncontracted rentals.
7. No material expenditure items are assumed to increase in the Forecast Period by more
than 15% over the previous financial period.
8. No fair value adjustment is recognised for the Forecast Period.
9. The PEL Purchase Consideration will be settled from existing debt facilities, with the
blended funding cost is anticipated to be approximately c.4.2%.
6. Categorisation of the PEL Acquisition
The PEL Acquisition is classified as a category 2 transaction in terms of the JSE Listings
Requirements. Accordingly, it is not subject to approval by IPF Shareholders.
C. 50% JOINT VENTURE WITH IRONGATE AUSTRALIA FUND MANAGEMENT
1. Introduction and background
IPF has established a 50/50 joint venture (the "Irongate Australia JV") with the
management team of the Irongate funds management business (“Irongate Australia
Fund Management Platform") to, subject to fulfilment of outstanding conditions
precedent, buy out the Irongate Australia Fund Management Platform from Charter Hall.
At the same time, IPF will, subject to fulfilment of outstanding conditions precedent, acquire
a 18.67% equity interest in the remaining Templewater Australia property fund which is
managed by the Irongate Australia Fund Management Platform.
The Irongate Australia Fund Management Platform has a strong management team lead
by Graeme Katz.
The Irongate Australia JV includes the following:
- a profitable real estate funds management business with c.A$450m equity under
management in assets;
- a gross realizable underlying portfolio value of c.A$2.75bn;
- a reputable management team appropriately incentivized and aligned with the co-
owners of the new business; and
a demonstrable ability to source, execute and implement attractive real estate
opportunities including executing exits.
2. The introduction of a capital light strategy, through the Irongate JV, together with a fully
aligned and internalised business, creates an opportunity for IPF to further expand fund
management strategies across all regions. The key benefits of this strategy include:
- Leveraging human capital within the business and provide new sources of
revenue through fee income and performance fees, enhancing return on equity
(“ROE”) to shareholders
- Access to capital in different markets - reduces the reliance on listed markets for
growth equity
- Private markets offer deep pockets of capital with differing risk and return profiles
- Ability to partner with best-in-class specialists whilst retaining control
- The Fund is well positioned to deliver against this strategy given the track record
of the Irongate and UREP teams, having previously successfully aggregated
portfolios and crystallised value for 3rd party capital investors.
2. Categorisation
From a JSE Listings Requirements perspective, the transactions referred to in this section
C of this announcement are non-categorisable transactions and the information in this
announcement relating thereto is provided on a voluntary basis.
D. PRO FORMA IMPACT OF THE TRANSACTIONS ON THE BALANCE SHEET
IPF has managed to limit the increase in LTV as a result of the Transactions, which following
portfolio and balance sheet optimisation from the following levers, will result in an LTV of 39.7%:
– the proposed sale of R0.6bn of South African assets, of which c.R0.2bn are well progressed;
– the sale of the IPF PEL bridge loan to a third party financial institution for c.1bn which will
be completed during March 2023; and
– the sale of a property in the Netherlands (at a significant premium to book value), with IPF’s
portion equivalent to c. R0.3bn. Agreements are expected to exchange during March 2023.
E. DISTRIBUTION GUIDANCE
IPF Shareholders are referred to the IPF trading update published on SENS today, 1 March 2023
and are advised that there will be no changes to the distribution guidance provided therein as a
result of the Transactions.
The financial information included in this announcement has not been reviewed or reported on by
the IPF’s auditors and reporting accountants.
Johannesburg
1 March 2023
Financial Advisor and Sponsor in respect of the Manco Internalisation and Property Disposals
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Financial Advisor to Investec Bank Limited in respect of the Manco Internalisation and Property
Disposals
Investec Bank Limited
Financial Advisor and Sponsor in respect of the PEL Acquisition
Investec Bank Limited
Financial advisor and sponsor in respect of the Irongate JV
Investec Bank Limited
Legal Advisor to IPF
Cliffe Dekker Hofmeyr Inc.
Independent Expert to IPF
BDO Corporate Finance Proprietary Limited
Competition Law Advisor
Vani Chetty Competition Law Proprietary Limited
