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Research: Real Estate
Regional REIT
Regional REIT |
Update and proposed acquisition |
Proposed acquisition |
Real estate |
27 February 2017 |
Share price performance
Business description
Next events
Analysts
Regional REIT is a research client of Edison Investment Research Limited |
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Regional REIT (RGL) has announced a gross asset value update, a fourth quarter dividend for 2016 and the conditional acquisition from Conygar of a portfolio of 31 properties valued at c £129m. We will revise our forecasts following publication of FY16 results and completion of the acquisition. The announcements show that RGL has achieved its aim of paying a dividend yielding 7-8% on the IPO price of 100p; the continued robust performance of the UK’s regional office and light industrial property market; and a significant expansion of the portfolio, rent roll and opportunities for active asset management, in line with RGL’s strategy to provide income and capital value growth.
Year end |
Net rental income (£m) |
EPRA EPS (p) |
EPRA NAV/ |
P/EPRA NAV/ |
DPS |
Yield |
12/15** |
4.6 |
0.9 |
107.8 |
0.96 |
1.0 |
1.0 |
12/16e |
37.2 |
7.7 |
110.6 |
0.93 |
7.7 |
7.5 |
12/17e |
41.4 |
8.9 |
113.7 |
0.91 |
8.9 |
8.6 |
12/18e |
43.3 |
9.5 |
115.4 |
0.89 |
9.5 |
9.2 |
Note: *EPRA EPS is adjusted to include exceptional expenses related to listing and includes estimated performance fees. **56-day trading period only.
Gross asset value and dividend announcement
RGL’s property portfolio was valued at £502.4m as of 31 December 2016, from £403.7m a year earlier. The 24.4% increase included £133.6m of acquisitions, £44.9m of disposals and a 2.25% like-for-like valuation gain (which excludes the Wing and Rainbow portfolios acquired in H116). This implies both a limited H2 revaluation gain on assets which were in the portfolio at the start of the year and some revaluation of the new assets since the EU referendum. The 2.4p dividend to be paid on 13 April in respect of Q416 takes the amount relating to the whole financial year to 7.65p, in line with consensus estimates and meeting the company’s stated aim of paying a fully-covered dividend yield of 7-8% on the IPO price of 100p. This puts RGL among the highest-yielding REITs.
Conditional acquisition of regional properties
The company also announced an agreement reached with Conygar (CIC) to acquire a portfolio of regional office, industrial, distribution and retail assets. The portfolio was valued at c £129m as of 30 September 2016 with contracted rents of £9.7m and at a net initial yield of 7% assuming costs of 6.8%. In consideration, RGL will issue CIC £28m of RGL shares (c 26.3m shares, subject to adjustment), assume £69.5m of debt and acquire Conygar ZDP plc, taking responsibility for the company’s zero-preference dividend share liabilities, currently valued at c £35.7m, on completion of the acquisition (expected 24 March 2017).
Valuation: The deal is in line with REIT’s strategy
The proposed acquisition increases RGL’s portfolio by c 25% in value and adds a similar proportion of rental income. The assets also have considerable scope for asset management. We will revise our estimates when and if it completes, but our initial analysis suggests it to be EPS accretive with a possible effect on dividend.
Proposed acquisition of assets from Conygar
Terms and rationale
RGL will acquire the Special Purpose Vehicles (SPVs) which own the underlying assets for a consideration valuing them at c £129m, slightly above the valuation of the assets at 30 September 2016. The consideration will consist of:
■
26,326,644 shares in RGL at a price of 106.347p (equal to NAV per share at 30 June 2016 adjusted as agreed by both parties). This represents 9.6% of the existing share capital of RGL, or 8.8% post-transaction. These shares will be eligible for the Q117 dividend RGL expects to declare on 25 May 2017. The shares will be subject to lock-ins: one third for six months, one third for a year and the remainder for 18 months.
■
The assumption of two banking facilities totalling £69.5m secured on the properties to be acquired. These have a blended interest margin of c 2% and will mature in 2021.
■
The acquisition of Conygar ZDP, a wholly-owned subsidiary of Conygar, which will give RGL responsibility for funding Conygar’s ZDPs. These have an agreed value on maturity in 2019 of £39.9m, or £35.7m at the proposed date of completion.
■
Following completion of the acquisition (subject to approval from Conygar’s ordinary and ZDP shareholders), there may be an adjustment for the difference between the estimated net asset value of the SPVs and their NAV at completion. This may mean that further consideration is paid.
The acquisition is conditional on approval by Conygar’s ordinary and ZDP shareholders as well as the two banks providing the debt secured on the portfolio.
From Conygar’s perspective, the deal, priced slightly above the portfolio’s most recent valuation, would leave the company debt free, with an income from its RGL shares which will cover its recurring costs and free the management team to focus on development projects, which are its principal expertise.
For Regional REIT the deal is exactly in line with its existing strategy. The assets are located outside the M25, are diverse in terms of use and tenant mix, and complementary to the existing portfolio, having minimal overlap with the current portfolio in terms of geography and tenants. The properties are of institutional investment quality and present significant opportunities for asset management to increase occupancy, reducing void costs and raising rental income, in line with the asset manager’s expertise and not requiring additional resources to manage. It is possible that some retail assets will be disposed of, enabling the manager to recycle capital. The debt facilities have a low interest margin and broaden the company’s banking relationships, meaning that the deal would diversify RGL’s sources of funding as well as income. It is expected that RGL will have a net LTV ratio of 47% post-transaction.
The portfolio
The 31 assets to be acquired consist of 153 units covering 1.3m sq ft, 82.9% let by rental value to 115 tenants, with minimal overlap with RGL’s existing tenant list. The weighted average unexpired lease term is 5.8 years, or 3.8 years to first break. The gross investment value was £129.5m at 30 September: 20% in Scotland and the remainder across England and Wales outside the M25. Offices make up 60% of the portfolio by value, retail and retail warehouses are 21%, 12% are industrial and 7% are leisure assets. The tenants include government departments such as the Care Inspectorate and Lincolnshire County Council, major international corporates such as Hewlett Packard, Dassault and Alcatel Lucent, and large UK businesses like Odeon and Travis Perkins, as well as many smaller occupiers. The largest single asset by value represents 11% of the portfolio.
Two other points were announced at the same time as the gross asset value and dividend: that RGL will commence a partial impairment of goodwill in its next results, to be announced on 23 March, and that it will show an accrual for the manager’s performance fee.
The performance fee is equal to 15% of returns to shareholders above a hurdle rate of 8% per annum and is subject to a high water mark which is currently the listing price of 100p. This will affect EPRA EPS and EPRA NAV. RGL’s balance sheet showed £2.8m of goodwill at 30 June 2016, c 0.5% of total assets, and its impairment will have a small effect on EPRA NAV.
We will revise our estimates following the publication of FY16 results on 23 March and the expected completion of the acquisition on 24 March. At this stage, if the acquisition were to take place with no adjustment to the consideration paid to Conygar, the liability regarding the ZDPs rising to £39.9m in FY19 and assuming that goodwill is fully impaired by the end of FY18, our model indicates that EPRA EPS could be c 10.0p and 10.5p in FY17 and FY18, respectively (vs current estimates of 8.9p and 9.5p). This would also affect the dividend, because the Property Income Distribution paid by a REIT must be at least 90% of profits from property income. Without changing our revaluation assumptions there is no significant effect on EPRA NAV per share.
Exhibit 1: Financial summary
Year end 31 December |
£'000s |
2015 |
2016e |
2017e |
2018e |
|
PROFIT & LOSS |
IFRS |
IFRS |
IFRS |
IFRS |
||
Gross rental income |
5,361 |
41,509 |
45,466 |
47,574 |
||
Non-recoverable property costs |
(754) |
(4,291) |
(4,092) |
(4,282) |
||
Revenue |
|
|
4,608 |
37,218 |
41,374 |
43,292 |
Administrative expenses |
(1,353) |
(7,380) |
(7,963) |
(8,212) |
||
EBITDA |
|
|
3,255 |
29,839 |
33,411 |
35,081 |
Gain on disposal of investment properties |
87 |
(75) |
0 |
0 |
||
Change in fair value of investment properties |
23,784 |
3,623 |
7,504 |
5,152 |
||
Operating profit before financing costs |
|
|
27,126 |
33,387 |
40,914 |
40,233 |
Performance fees |
0 |
(95) |
(974) |
(828) |
||
Exceptional items |
(5,296) |
0 |
0 |
0 |
||
Finance income |
177 |
97 |
68 |
25 |
||
Finance expense |
(997) |
(8,757) |
(9,161) |
(9,161) |
||
Net movement in the fair value of derivative financial investments |
115 |
(2,024) |
0 |
0 |
||
Profit Before Tax |
|
|
21,124 |
22,608 |
30,847 |
30,268 |
Tax |
0 |
0 |
0 |
0 |
||
Profit After Tax (FRS 3) |
|
|
21,124 |
22,608 |
30,847 |
30,268 |
Adjusted for the following: |
||||||
Performance fees |
0 |
95 |
974 |
828 |
||
Exceptional items |
5,296 |
0 |
0 |
0 |
||
Net gain/(loss) on revaluation |
(23,784) |
(3,623) |
(7,504) |
(5,152) |
||
Net movement in the fair value of derivative financial investments |
(180) |
1,904 |
0 |
0 |
||
Gain on disposal of investment properties |
(87) |
75 |
0 |
0 |
||
Profit before Tax (norm) |
|
|
2,370 |
21,059 |
24,317 |
25,944 |
Period end number of shares (m) |
274.2 |
274.2 |
274.2 |
274.2 |
||
Average Number of Shares Outstanding (m) |
274.2 |
274.2 |
274.2 |
274.2 |
||
Fully diluted average number of shares outstanding (m) |
274.2 |
274.2 |
274.2 |
274.2 |
||
EPS - fully diluted (p) |
|
|
7.7 |
8.2 |
11.2 |
11.0 |
EPRA EPS (p) |
|
|
0.9 |
7.7 |
8.9 |
9.5 |
Dividend per share (p) |
|
|
1.0 |
7.7 |
8.9 |
9.5 |
Dividend cover |
N/A |
100% |
100% |
100% |
||
BALANCE SHEET |
||||||
Fixed Assets |
|
|
407,492 |
516,918 |
532,421 |
545,573 |
Investment properties |
403,703 |
514,132 |
529,635 |
542,788 |
||
Goodwill |
2,786 |
2,786 |
2,786 |
2,786 |
||
Non-current receivables |
1,004 |
0 |
0 |
0 |
||
Current Assets |
|
|
35,803 |
27,284 |
22,351 |
15,497 |
Trade and other receivables |
11,848 |
13,816 |
13,195 |
14,527 |
||
Cash and equivalents |
23,954 |
13,468 |
9,157 |
970 |
||
Current Liabilities |
|
|
(21,485) |
(28,622) |
(30,693) |
(32,362) |
Trade and other payables |
(12,576) |
(15,354) |
(16,917) |
(18,169) |
||
Deferred income |
(5,906) |
(9,588) |
(10,097) |
(10,514) |
||
Taxation |
(2,387) |
(1,239) |
(1,239) |
(1,239) |
||
Bank and loan borrowings - current |
(200) |
0 |
0 |
0 |
||
Derivative financial instruments |
(416) |
(2,440) |
(2,440) |
(2,440) |
||
Long Term Liabilities |
|
|
(126,469) |
(214,771) |
(214,771) |
(214,771) |
Borrowings |
(126,469) |
(214,771) |
(214,771) |
(214,771) |
||
Net Assets |
|
|
295,341 |
300,809 |
309,308 |
313,937 |
Derivative interest rate swaps |
416 |
2,440 |
2,440 |
2,440 |
||
EPRA net assets |
|
|
295,757 |
303,249 |
311,748 |
316,377 |
IFRS NAV per share (p) |
107.7 |
109.7 |
112.8 |
114.5 |
||
EPRA NAV per share (p) |
107.8 |
110.6 |
113.7 |
115.4 |
||
LTV |
25.4% |
39.2% |
38.8% |
39.4% |
||
CASH FLOW |
||||||
Operating Cash Flow |
|
|
(2,232) |
28,800 |
35,130 |
34,589 |
Net Interest & other financing charges |
(411) |
(9,244) |
(9,093) |
(9,136) |
||
Tax |
0 |
0 |
0 |
0 |
||
Purchase of investment properties |
(4,191) |
(139,251) |
0 |
0 |
||
Sale of investment properties |
5,348 |
40,369 |
0 |
0 |
||
Capex |
(8,000) |
(8,000) |
(8,000) |
|||
Acquisition of subsidiaries, net of cash acquired |
26,659 |
0 |
0 |
0 |
||
Net proceeds from issue of shares |
0 |
0 |
0 |
0 |
||
Equity dividends paid |
0 |
(12,340) |
(22,349) |
(25,639) |
||
Other (including debt assumed on acquisition) |
0 |
1,077 |
0 |
0 |
||
Net Cash Flow |
25,172 |
(98,588) |
(4,312) |
(8,187) |
||
Opening net (debt)/cash |
|
|
(127,886) |
(102,714) |
(201,303) |
(205,614) |
Closing net (debt)/cash |
|
|
(102,714) |
(201,303) |
(205,614) |
(213,801) |
Source: Regional REIT, Edison Investment Research
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