Post on 26-Aug-2018
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Objective: To purchase and manage residential investment properties in Ireland
leading to the formation of:
LANDHOLM REIT plca Real Estate Investment Trust to be quoted on the Irish Stock Exchange, specialising in
Residential Investment Property in Ireland.
Initial Offer Period: 1 March to 31 July 2017
Target Size: €30,000,000 by 31 July 2017
Size by end 2017: €100,000,000
Investment Term: 18 months to 30 Nov 2018
Responding to the Irish Government’s Housing Plan 2016
Exit Mechanism: Irish Stock Exchange REIT Listing
Gearing: Max 35% Loan to Value
Minimum Investment: €100,000
This Presentation should be read in conjunction with the Information Memorandum, which is an invitation to investors to subscribe for Shares in Landholm Residential Ltd (the “Company”) at the prevailing subscription price during the applicable Initial Offer Period.A decision to invest in the Company should take into account your own financial circumstances and the suitability of the investment as a part of your portfolio. If you are in any doubt about the action you should take, please consult your professional adviser.Shares are offered solely on the basis of the information and representations contained in the Information Memorandum and not this Presentation. No person is authorised to give any information or make any representation other than those contained in the Information Memorandum. Statements made in the Information Memorandum are based on the law and practice currently in force in Ireland.The Directors of the Company accept responsibility for the information contained in this presentation and have taken all reasonable care to ensure that the facts stated herein are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or of opinion.
RisksInvestors should note that the price of Shares may go down as well as up to reflect changes in the Net Asset Value of the Company. Investment in the Company carries risks and is suitable only for investors who are in a position to take such risk. The investment risks include the possible loss of all or part of the entire amount invested. This Company has set limits and other restrictions on the investment objectives, the investment policies and the degree of leverage which may be employed by the Company and the Company complies with these requirements and with the aim of spreading investment risk. Income generated by the Company may fluctuate and no representation or warranty is made as to the level of returns experienced by investors in the Company.
Further information on risks in available in the Information Memorandum.
LANDHOLM RESIDENTIAL LTD
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INVESTMENT STRUCTURE
Property 3 Property 2Property 1
Lettings Management Depositary Services
Property Adviser AIFM
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LIST OF PARTIES & ADDRESSES
Legal Form: Landholm Residential LtdLimited liability company with variable capital, incorporated under Irish Companies Act 2014.
Registered AIF Manager:
Landholm Asset Management Ltd25 Lr Leeson Street, Dublin 2
Property Advisers: Cushman & Wakefield/ Hooke & MacDonald/ Ian McCarthy SCSI
Property Letting Manager:
Sherry FitzGerald Lettings Hooke & MacDonald PropertyShelbourne Road, 118 Lr Baggot StreetDublin 4 Dublin 2
Depositary Caceis Investor Services Ltd1 Custom House Plaza, IFSC, Dublin 1
Auditors Grant Thornton24/26 City Quay, Dublin 2
Legal Advisers A&L Goodbody Solicitors2 Grand Canal Square, Dublin 2
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Objectives To assemble and manage portfolio of residential investment properties in Ireland, let to tenants on variable term leases;
To provide investors with professionally managed means of investing inincome-generating assets with dividend and capital growth potential.
To target 40% Dublin, 20% Cork, 20% Limerick, 20% Galway Cluster investment policy
Target Yield Purchase Yield including acquisition costs = 6.5% Yield reduction for management/ maintenance/ marketing costs = 1.3% Net target yield to Investors = 5.2% pa, with further capital growth potential
Align with Government & Social objectives
Corporate objectives match Government and social priorities Requirement of 30,000 dwellings pa for next 7/10 years.
Target Investment Size
€30m to be raised by end July 2017, €100m+ by end Q4 2017. Cornerstone Investors followed by Institutional support here and overseas.
Exit Strategy Listing as LANDHOLM REIT plc on Irish Stock Exchange by Nov 2018
Investor Dividend A stable cash flow and consistent dividend stream to investors, LANDHOLM will distribute 85% pa of its distributable reserves.
INVESTMENT STRATEGY
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ADVANTAGES OF PROPOSED STRUCTURE
Simple Structure Landholm Residential Ltd owns the properties Separate to the Registered AIFM Landholm Asset Management Ltd Can be simply converted to REIT status
Recognition/ Marketing
REIT structure is favoured property ownership structure
QIAIFS and IRES REIT plc comprise only 6% of total Irish res market Strong case for a second Residential REIT in Ireland. 43 REITS in UK.
Liquidity Provided by ISE listing within 18 months Pending that, on a matched basis
Governance Robust & transparent Irish/ EU Law requirements Credibility & track record of Directors
Company Taxation No Income Tax, Corporation Tax or Capital Gains Tax in the Company
ShareholderTaxation
20% Dividend Withholding Tax (DWT) Credit given for the DWT deducted Dividends tax free to Pension Funds & Approved Retirement Funds 33% Capital Gains Tax (CGT) on REIT share sale profits
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LANDHOLM ‘Living for You’
Branding Recognised & respected rental property owner & manager. LANDHOLM name is descriptive of the Company’s intended activities. Logo ’Living for You’ reflective of Landholm’s objectives.
Conversion to REIT Sept ‘18
REIT is the globally understood & favoured property ownership structure. ‘Shares for €1’, ensuring ease of access & liquidity for early investors.
Diversification/ Consolidation
Aim is to provide wide geographical footprint and varied housing mix. Part of the consolidation trend of the currently fragmented rental market.
Clear Strategy Irish owned and operated, long term view with max 35% gearing. Existing foreign QIAIFs have shorter investment time horizon and now a less
favourable tax environment.
Government Policy
LANDHOLM objectives align with Government and social policy to increase amount & quality of long term residential rental accommodation.
30,000 units required pa for next 7/10 years. To encourage institutional property ownership.
Cost Structure Cost structure simple, reasonable and transparent.
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Property Sales Agents Open market purchases; Private off-market opportunities; Direct from Developers/ bulk purchase
Off-market transactions Apartment blocks, new build to rent, student accommodation,housing estates or part thereof
Irish banking institutions Property and construction loan books of c. €14 billion
Private equity investors
Foreign owned QIAIFs
Long term Strategy
Private equity investors are beginning to recycle.
Change in tax law in late 2016 - foreign owners/ QIAIFs have 20% Withholding Tax deducted, formerly €Nil, may prompt sales.
Linkages with developers with pipelines of property assets
SOURCE OF PROPERTIES TO PURCHASE
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SAMPLE PROJECTS – Castleforbes Square, North Dock, Dublin 1 (for illustration only)
Guide €7,500,00028 apartments for sale Current rental income of €437,100 per annum = 5.8% Gross YieldEstimated market rental value of €592,200 per annum = 7.9% Gross YieldRecent rents achieved in the vicinity average €1,350 for one-bedroom, €1,800 for two-bedroom & €2,100 for three-bedroom.Tenants not affected
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Guide Price: €9,500,000Modern development of 63 apartments and townhouses.50 residential units for sale: 16 one-bedroom, 28 two-bedroom & 6 two-bedroom townhouses; 33 car parking spaces .Passing rent of €637,740 pa, Gross Yield 6.7% Estimated market rent of €885,600 per annum, Gross Yield 9.3%
SAMPLE PROJECTS – Smithfield Lofts, North King St, Dublin 7 (for illustration only)
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LANDHOLM ResidentialMulti-Family Investments for Public Sale March 2017
Name Address Description Price
Ave Income
per Apt pa
Total Current Income
pa
Total ERV Income
paCurrent
YieldERV Yield Agents
€ € € € % %
Shelbourne Plaza Ringsend D 4 53 Apts 20 mill 23,818 1,262,400 1,262,400 6.3% 6.31% Savills
Castleforbes Square Docklands, D 1 28 Apts 7,5 mill 15,611 437,100 592,200 5.8% 7.9%Hooke & MacDonald
Leeside ApartmentsBachelors Quay, Cork 78 Apts 10 mill 10,404 811,500 970,000 8.1% 9.7%
CBRE/ Cushman & Wakefield
St Edmund's Apartments Liffey Valley, D 20 160 Apts 32.5 mill 15,221 2,435,400 2,791,800 7.5% 8.6%
Hooke & MacDonald/ Lisney
The CarltonHenry Street, Limerick 67 Apts 9,5 mill 8,758 586,800 - 6.2% -
Cushman & Wakefield
Neptune Block Dun Laoghaire 197 Apts 72.5 mill 22,335 - 4,400,000 - 6.1%Hooke & MacDonald
EXAMPLE OF INVESTMENTS (for illustration only)
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LANDHOLM Residential Ltd pro forma Profit/ Loss A/c GAV €25,000,000 35% Debt
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% of LANDHOLM LANDHOLM
Gross % of Residential Ltd Residential Ltd
Rent GAV € €
Property Purchase Price 25,000,000 75,000,000 Gross Yield excl purchase costs 6.50% 6.50%
Stamp Duty 490,000 1,090,000
Transaction Costs 684,370 2,053,110
Property Cost incl purchase costs = GAV 26,174,370 78,143,110 Gross Yield incl purchase costs 6.2% 6.2%
Funded by Equity 65% 17,013,341 50,793,022
Funded by Bank Loan 35% 9,161,030 27,350,089
Rental Income 1,625,000 4,875,000Less Costs:
Loan Interest 3.19% (289,008) (867,024)
Maintenance Costs 7.5% 0.47% (121,875) (365,625)
Depositary Fee 3.3% 0.20% (52,813) (158,438)
Property Letting 5.0% 0.31% (81,250) (243,750)
Repairs 1.9% 0.12% (30,875) (92,625)
AIFM Management Fee 5.2% 0.32% (84,500) (253,500)
22.9% 1.4% (660,320) (1,980,961)
Profit/ Surplus 964,680 2,894,039
Distribution 85% 819,978 2,459,933
Net Income Yield to Investors 5.7% 5.7%
YIELD CALCULATIONS per Property – 100% Equity
Property 1 Property 2 Property 3 Property 4 Property 5 Total€ € € € € €
Purchase Price/ Value 230,000 270,000 310,000 350,000 390,000 Stamp Duty 1% 2,300 2,700 3,100 3,500 3,900 Legal Fees etc 0.5% 1,150 1,350 1,550 1,750 1,950
Agent's Fees 1% 2,300 2,700 3,100 3,500 3,900 Purchase Price incl costs 235,750 276,750 317,750 358,750 399,750 1,588,750
Gross monthly Rent 1,275 1,500 1,720 1,940 2,175
Gross annual Rent 15,300 18,000 20,640 23,280 26,100
Gross Yield 6.5% 6.5% 6.5% 6.5% 6.5%AIFM Management .32% of GAV (1,265) (1,530) (1,754) (1,979) (2,219) (8,782)Property Letting 5% of Rent (805) (990) (1,135) (1,280) (1,436) (5,683)Maintenance etc .79% of GAV (1,150) (1,440) (1,651) (1,862) (2,088) (8,266)
Net Annual Rent 12,080 14,040 16,099 18,158 20,358 1.4%
Net Yield 5.2% 5.2% 5.2% 5.2% 5.2%
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Subscriptions Ordinary Shares offered to investors at an initial offer price per Share of €1.00. Subscription Price may include a Subscription Fee, not exceeding 2%. Fee may be amortised over such period as the Directors (& Auditors) may determine. Only one class of Ordinary Share. No Preference Shares. Minimum size of €5,000,000 to be achieved during the initial offer period. If the minimum size is
not achieved in the initial offer period, all funds shall be returned to investors.
Shares Sales On the flotation of LANDHOLM REIT, investors can sell their Shares on the Stock Exchange. Redemption prior to that will be on a matched basis.
Dividend/ Distribution Policy The Company intends to float by Sept 2018 and will not make a distribution before that.
Gross Asset Value/ Net Asset Value Will be calculated in Euro by the AIFM. Any expense or liability of the Company may be amortised over such period as the Directors
(with the approval of the Auditors) may determine.
INVESTMENT DETAILS
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AIFM Fee 0.32% of Gross Asset Value, may not be increased without Shareholder approval. Includes Depositary Fee of maximum of 0.02% per annum of the Gross Asset Value of the
Company (plus VAT, if any) subject to a minimum annual fee of €15,000 for the Company; may be waived for an agreed period of time.
Includes Directors’ Remuneration, for the first 12 months shall not exceed €50,000 in total.
Performance Fee 20% of the excess of Shareholder Return over a 7% annual return hurdle, only payable where
the Investor has earned an 7%+ return, payable annually based on the Company’s GAV plus Dividend at each year end.
Property Letting Manager Property Letting Management fee under the Property Letting Management Agreement of
up to 5% of gross rent collected.
Maintenance and Services .79% of Gross Asset Value, including landlord service charges and repairs.
FEES AND CHARGES
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PROPERTY ADVISERS
Ian McCarthy SCSI
Lisney is a full service property advisory company providing residential property services. Established over
80 Years ago, serving the island of Ireland.
Cushman & Wakefield Ireland, commercial property partner of Sherry FitzGerald, is the exclusive Irish affiliate of the leading global real estate services firm.
Sherry FitzGerald Lettings & Hooke & MacDonald PropertyManagement will provide tenant and lease management, rent collection, service charges, utilities, insurances, local authority charges and repairs.
PROPERTY LETTING MANAGEMENT
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Ian has many years’ residential property experience, previously Board Member and shareholder of Sherry FitzGerald, working on all aspects of the Irish residential property market, including valuation, project appraisal, acquisition, letting and management.
Registered as an Alternative Investment Fund Manager by the Central Bank of Ireland. Provides management services to LANDHOLM Residential:
Investment advice and acquisition services in conjunction with Property Advisers Asset management services with Hooke & MacDonald Letting & Property Management Risk and liquidity management Corporate governance and compliance Structuring, marketing and financing Overseeing functions of the Depositary.
Provides Administrator services – AML/ KYC Banking Services Production of Gross Asset Value/ Net Asset Value calculations Financial Statements – Annual, Semi Annual, Common Reporting Standards. Annex 4 Reporting - Central Bank FATCA Compliance/ Automatic Exchange of Information.
ALTERNATIVE INVESTMENT FUND MANAGER (AIFM)
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2012
3.3%
2013
3.3%
2014
6.9%
2015
5.7%
2016
4.6%
Source: Central Statistics Office, Bank of Ireland
STRONG 2016 IRISH GNP GROWTH & FORECAST FOR 2017
3.50%
3.00%
2.50%
2.00%
1.50%
1.00%
0.50%
0.00%
2011 2012 2013 2014 2015 2016
IRELAND POPULATION GROWTH (%)
Population growth is supported by the highest birth rate in Europe.Immigrants and growing young population natural renters
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FEATURES OF IRISH RESIDENTIAL RENTAL SECTOR (NESC Report 2015)
‘Limited supply & high cost of rental housing is now a threat to Ireland’s competitiveness & job creation’ NESC Report 2015.
‘Strong rental sector needed to support a mobile labour market.’ Government Housing Plan 2016
Rental Housing 1.6m homes nationally, 305,000 (20%) rental - 58% Irish Renter- 42% Foreign Renter
% Renters in Cities 34% in Dublin; 29% in Cork; 40% in Galway
Secure Occupancy Rent Regulation/ Indefinite Leases/ TenureSale of Property no longer valid reason for vacant possessionImproved Dispute resolution procedures
Increase Supply Government policy is to encourage institutional property ownership. Development of REIT legislation in Ireland over the past 3 yearsMore favourable tax treatment for REITs than for private (80% Rule)Incentives to Landlords for tenants in receipt of Rent Supplement.
New Build to Rent Increasing Life Renters including families. Home ownership down to 70% in 2015. Falling household sizes, average 2.7 in 2015.
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GOVERNMENT HOUSING STRATEGY SUMMARY – 2016
Housing required pa 2014 – 2018
35,433
Housing Completions 2015
2,891
Pillar 1: Doubling of housing construction output to 25,000 units pa by 2020
Pillar 2: Social Housing €5bn investment plan, 47,000 units to 2021 = private sector fund to provide additional social housing
Pillar 3: Build More Homes
Planning permission for 27,000 new homes in DublinNTMA large scale infrastructure development finance€200mill Infrastructure Fund announcedLand supply management/ Planning reforms
Pillar 4: Improve Rental Sector
Security of tenancies – cap rental growth Supply - provision of mixed tenure development Standards of building Services – reform of Residential Tenancies Board Regulatory: Residential Tenancies Acts 2004 - 2015
Pillar 5: Utilise existing Housing
200,000 homes vacant 2016 Census
Cabinet Committee on Housing chaired by An Taoiseach ‘Accelerating delivery of housing for the private, social and rented sectors is a key priority.’
Dublin
‘REITs and other institutional investors which have been successful at raising development finance have the potential to begin significant investment in build to rent projects.’
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Johnny Fortune BComm MBS MSc (Econ) - Chairman
Director and co-founder of Pegasus Capital and former Managing Partner of Pilot View Capital, a specialist Central Bank regulated investment firm. Formerly Director of IBI Corporate Finance and a non - executive Director of Esat Digifone plc. Former CFO of Skillsoft plc and central to their IPO, the first Irish company to float on NASDAQ.
John Gilsenan BComm FCCA CTA LCOI QFA
Head of Financial Services & Corporate Bond operations for large multinational in Dublin, growing it into one of the top 60
financial institutions in Ireland and central to structured bond fund raising issues of €3.8 bn from 2007-2011. Former Director
of international property fund specialising in syndicated commercial investments.
Paul McGowan BComm FCA, Registered StockbrokerManaging Director of Ocean Capital, owner and manager of extensive commercial real estate portfolio. Founding Managing Director of Dolmen Stockbrokers (now Cantor Fitzgerald Ireland).
Non-Executive Director: Barry Smyth FRICS FSCSI MCIArb dVW Smyth Surveyors & Valuers
Property Acquisitions Adviser: Ian McCarthy SCSI
LANDHOLM Asset Management – Directors & Advisers
Johnny Fortune John Gilsenan Paul McGowan Director Director Director
jfortune@landholm.ie jgilsenan@landholm.ie pmcgowan@landholm.ie21
Simple Structure Experienced Directors and management & advisers
Rigorous property acquisitions appraisal Long term attainable Goals and Objectives Single and newly-defined Asset Class Steady and diverse Income Stream
Excellent Liquidity; ease of entry and exit Rigorous Cost Control
Very substantial market opportunity Favourable tax environment
Robust compliance and regulation Independent Depositary
Aligned with national interest
LANDHOLM : ‘Living for You’
SUMMARY
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