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Greenman Investments Retail Fund Factsheet H2 2015 1
GreenmanRetail+Fund FactsheetH2 2015
Valid until 30.06.2016
GMRP 003 Datteln
Greenman Investments Retail Fund Factsheet H2 2015 2
CONTENTS At a Glance 3
1.0 Introduction 4
2.0 German Commercial Real Estate (Q1-Q3 2015 Performance) 5
3.0 GMRP's Asset Class (H2 2015 Performance) 6
4.0 Investment Structure 7
5.0 Investor Commitments 8
6.0 Investment Strategy 9
7.0 The Portfolio 10
8.0 FMZ Acquisitions 11
9.0 Tenant Mix 12
10.0 Key Tenants 13
11.0 Portfolio Funding 14
12.0 Portfolio Operation 15
13.0 Distributions 16
14.0 H1 2016 Targets 17
15.0 Investing 18
16.0 Fees and Charges 19
17.0 Investor Reporting 20
18.0 Corporate Governance 21
19.0 Further Information 22
Important Note
This document is not an offering document. This document is a supplementary marketing document (the “Factsheet”). This Factsheet is provided for information purposes only, and is not intended to be and must not alone be taken as the basis for an investment decision. This Factsheet is issued on a confidential basis to Well-Informed Investors who have either invested in or have expressed an interest in Greenman Investments SCA, SICAV-FIS, a Luxembourg société d’investissement á capital variable – fonds d’investissement spécialisé (investment company with variable capital – specialized investment fund) formed as a société en commandite par actions (corporate partnership limited by shares) in accordance with the 2007 Act (the “Platform”) and it’s compartment Greenman Retail+ (“GMRP”).
GMRP is approved by the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority for financial services (the “CSSF”). GMRP is being marketed by Premier Benchmark Property Limited, t/a Greenman Investments (“Greenman”). Greenman is authorised as an Alternative Investment Fund Manager by the Central Bank of Ireland (the “Central Bank”) under the European Union (Alternative Investment Fund Managers) Regulations 2013. Authorisation number C123941.
By accepting receipt of the Factsheet and any other information supplied to potential investors, the recipient agrees that such information is confidential. Each recipient hereof, by accepting delivery of this Factsheet, agrees to keep confidential the information contained herein and to return it and all related materials to Greenman if such recipient does not undertake to purchase any of the ordinary shares. By accepting this Factsheet, investors are not to construe the contents of this Factsheet or any prior or subsequent communications from the Platform, GMRP, Greenman, the Platforms Service Providers or any of their respective officers, members, employees, representatives or agents as investment, legal, accounting, regulatory or tax advice.
Prior to investing in GMRP investors should conduct their own investigation and analysis of an investment in GMRP and consult with their legal advisers and their investment, accounting, regulatory and tax advisors to determine the consequences of an investment in GMRP and arrive at an independent evaluation of such an investment, including the applicability of any legal sales or investment restrictions without reliance on GMRP, Greenman, GMRP’s service providers or any of their respective officers, members, employees, representatives or agents. Neither GMRP, Greenman, GMRP’s service providers nor any of their respective officers, members, employees, representatives or agents accepts any responsibility or liability whatsoever for the appropriateness of any investor investing in GMRP.
Investors are urged to request additional information they may consider necessary or desirable in making an informed investment decision. Each investor is encouraged, prior to the consummation of their investment, to ask questions of, and receive answers from, GMRP and Greenman about the investment and to request any additional information in order to verify the accuracy of the information contained herein.
Greenman has taken reasonable care to ensure that the information contained in this Factsheet is accurate as of the date of this Factsheet. Certain statements contained in this Factsheet are forward-looking statements. These forward-looking statements are based on current expectations, estimates, assumptions and projections about the markets, in which GMRP shall operate, and the beliefs and assumptions of GMRP and Greenman. Words such as “expects”, “may”, “targeted”, “likely”, “assume”, “assumption”, “anticipates”, “should”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “forecasts”, “projects”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Among the factors that could cause actual results to differ materially are the general economic climate, inflationary trends, interest rate levels, the availability of financing, tenant strength, changes in tax and corporate regulations and other risks associated with the ownership and acquisition of commercial real estate, changes in the legal or regulatory environment or that the operation of GMRP may be greater than anticipated.
Other than as described below, GMRP and Greenman have no obligation to update this Factsheet. Under no circumstances should the delivery of this Factsheet, irrespective of when it is made, create an implication that there has been no change in GMRP’s affairs since such date.
Any translation of this Factsheet or of any other transaction document into any other language, other than English, will only be made for convenience of the relevant investor(s) who have requested such a translation. Any such translation shall be at their cost. In the case of any discrepancy due to translation, the English version of the Factsheet and of any other transaction document will prevail.
Greenman require each investor to read and thoroughly digest GMRP’s Investor Memorandum and Offering Document prior to making an investment in GMRP. GMRP’s Investor Memorandum and Offering Document are available upon request from Greenman in soft copy format only.
GMR 002 Werneuched
Greenman Investments Retail Fund Factsheet H2 2015 3
Form Closed End Alternative Investment Fund
Corporate Structure The fund is a segregated compartment of Greenman Investments S.C.A. SICAV-FIS (the “SIF”)
Type German Retail Real Estate Fund
Date Launched September 2014
Asset Profile Core+
Asset Type Medium and large food dominated retail parks, known as Fachmarktzentren (“FMZs”)
Series 5 Opening January 2016
Target Investment Exit Date September 2019 - March 2020
Target ReturnsThe total investor return at exit, inclusive of the annual distributions, is targeted to be 8.4% PA
which is equal to an IRR of 10.1%.
AT A GLANCE
Item As at 30/06/2015 During the Period
Investor Commitments (inc. subscription fees) €23,284,443 €14,391,550
Called up Investor Commitments 100% 100%
Distribution(s) (€ / ordinary share) €0.00 €0.00
NAV (per ordinary share) N/A N/A
Change in NAV (%) N/A N/A
FINANCIAL PERFORMANCE
Item Launch to 31/12/2014 Launch to 30/06/2015 Launch to 31/12/2015
Number of FMZs in the Portfolio 0 2 3
Portfolio Value (at purchase price) €0 €41,400,000 €67,822,368
Portfolio Let Area (m2) 0 c. 15,840 c. 25,905
Occupancy Rate (% of let area occupied) N/A 100% 100%
Number of Tenants 0 21 36
Largest Tenant (by % of portfolio rent) N/A REWE (c.35.5%) REWE (c.30%)
Portfolio Rent (€/annum) €0 c. €2,657,121 €4,448,468
Average Rent (€/m2/month) N/A €13.98 €14.31
Portfolio WARLT (years) N/A 13.7 10.92
PORTFOLIO PERFORMANCE
GMRP 002 Kamen
Greenman Investments Retail Fund Factsheet H2 2015 4
1.0 Introduction Greenman Investments S.C.A., SICAV-FIS is a Luxembourg société
d’investissement á capital variable – fonds d’investissement spécialisé (investment
company with variable capital – specialized investment fund) formed as a société
en commandite par actions (corporate partnership limited by shares) (the “Plat-
form”). The Platform was approved by the CSSF in July 2014. Premier Benchmark
Property Limited, t/a Greenman Investments is authorised as an Alternative Invest-
ment Fund Manager by the Central Bank of Ireland under the European Union
(Alternative Investment Fund Managers) Regulations 2013 (“Greenman”). The
Platform appointed Greenman as its AIFM under the terms of an investment man-
ager’s agreement executed in July 2014.
The Platform has an umbrella structure, a structure where a number of segregated
compartments are operated by Greenman, each having their own assets and liabili-
ties (the “Compartments”).
Greenman Retail+ (“GMRP”) is the Platform’s first Compartment and was formed
in July 2014 to collect investments from professional and well informed experi-
enced Investors and to assemble a portfolio of German food retail parks.
GMRP’s investment strategy is to acquire newly or recently constructed German
food dominated retail parks which are rented on long term leases to highly cred-
itworthy food, near-food and non-food retailers (the “FMZs”). GMRP shall acquire
FMZs with complimentary investment and operational characteristics and combine
them into one attractive portfolio (the “Portfolio”). A large percentage of the
Portfolio’s annual rental income will be generated by Germany’s largest and highly
creditworthy food, non-food and near food retailers (the “Tenants”).
The Portfolio will be operated to maximise the conversion of the Tenant’s rental
obligations into income for GMRP’s shareholders (the “Investors”).
This document is designed to provide Investors and prospective Investors with
information about GMRP, its Portfolio and its acquisitions for the period between
1st July 2015 and 31st December 2015 (the “Period”). It highlights the Portfolio’s
performance during the Period and provides an outlook as to Greenman’s targets
for H1 2016.
GMR 005 Schönebeck
Greenman Investments Retail Fund Factsheet H2 2015 5
2.0 German Commercial Real Estate (Q1-Q3 2015 Performance)
In Q1-Q3 2015, the volume of German commercial real estate (“CRE”) trans-
actions reached c. €38.2bn continuing the trend established in H1 2015. The
Period’s activity was over 50% higher than the same period in 2014 with Q3
contributing €14.2bn, c.37%, to this result. Should this continue, full year CRE
volumes may reach levels not seen since 2006.
An estimated 54% of the Period’s CRE transactions were executed by foreign
investors, underlining Germanys position as a globally attractive investment
destination. Investors are attracted by the stability provided by Germany’s
economic strength and are driven by the continued low interest rate environ-
ment. Retail property transactions are up 120% compared to the same period
in 2014, giving retail assets a 35% share of the total German CRE market, with
office assets contributing c.40%.
There was no change in the underlying trend for property yields during Q3
2015. With the increased liquidity during the Period the downward pressure
on all CRE yields continued. Whilst the availability of credit at attractive rates
is likely to continue, the yield gap between CRE and other asset classes is still
large and German CRE yields still lag behind other EU markets. These factors
should ensure that the Period’s market trends follow similar patterns for H1
2016.
60
50
40
30
20
10
0C
ombi
ned
Volu
me
of T
rans
actio
ns (€
bn)
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 (Q1-Q3)
Period
€53bn
€39.8bn€38.2bn
12 month rolling average
German Commercial Real Estate Transactions
2002 - 2015 (Q1-Q3)
€9.7bn
GMR 002 Werneuchen
Greenman Investments Retail Fund Factsheet H2 2015 6
3.0 GMRP’s Asset Class (H2 2015 Performance) GMRP’s chosen properties, FMZs together with retail parks, food and non-
food retail warehousing and food markets combine to create a sub-asset class
of German commercial retail properties usually known as retail warehousing
(“RWH”). Typically RWH transactions constitute roughly one third of all German
retail property activity which, in turn, constitutes roughly one third of all German
CRE transactions.
Total retail sales in Germany grew by 2.8% between January and August 2015.
With the improved labour market (unemployment under 6.2%), and a positive
consumer confidence level (as measured by GFK), it is expected that there will be
continued strong interest in the German retail sector.
During the Period, RWH transactions reached €4.7bn, highlighting the increased
interest in the RWH asset class that is resulting in a shortage of core properties
on the market. Listed vehicles/REITs, attracted by the consistent income gener-
ated by RWH's, were the most active during the Period, purchasing c.33% of all
RWH assets.
The continued demand, both domestically and internationally in German retail
assets has resulted in an expected yield correction during the Period. RWH yields
are expected to harden further over the remainder of the year and into 2016,
with the yield gap between well located large FMZs (particularly hybrid centres)
and classical shopping centres (especially those not located in prime locations)
continuing to narrow. The performance of the RWH market both in terms of liquid-
ity and yields, for the remainder of 2015 and the first half of 2016 will be linked
to supply. Interestingly the supply of RWHs contracted significantly in Q2 2015
which directly impacted yields, and may lead to a shift in focus to retail proper-
ties with value add characteristics.
8
7
6
5
4
3
2
1
0
Volu
me
(€bn
)
8.0%
7.5%
7.0%
6.5%
6.0%
5.5%
5.0%
4.5%
4.0%
3.5%
3.0%
2.5%
2.0%
1.5%
1.0%
0.5%
0.0%
Net
Yie
ld (%
)
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 (Q1-Q3)
Period
€6.5bn
€0.8bn
€3.8bn
6.35%
Transaction Trend
Transactions & Yield (Greenman’s Asset Type)
2005 - 2015 (Q1-Q3)
Yield Trend
Transactions - 10 Year Average €2.9bn
Yield - 10 Year Average 6.16%5.73%
6.81%
5.50%
€4.7bn
GMR 003 Strausberg
Greenman Investments Retail Fund Factsheet H2 2015 7
4.0 Investment Structure GMRP has appointed Greenman as its investment manager under an investment management agreement. Under this agreement
Greenman is responsible for the management of GMRP’s portfolio of centres, GMRP’s risk management and marketing GMRP to
eligible investors.
GMRP has appointed ING Luxembourg (“ING”) as its Depositary under a depositary and paying agent agreement. Investor com-
mitments are received by ING and remain with ING until such time as they are required to pay for an FMZ.
GMRP has appointed SGG S.A. (“SGG”) as its fund administrator under a central administration, registrar and transfer agent
agreement. Under this agreement SGG is responsible for the processing of subscriptions, redemptions (if any), GMRP’s book
keeping and the calculation of GMRP’s NAV.
GMRP owns 100% of the shares in issue in Greenman Rt S.à.r.l (the “LUX Intermediary”). The LUX Intermediary owns 100% of
the limited partner shares in Greenman Retail+ GmbH & Co.KG (the “DE Intermediary”). In most cases the FMZs are owned by
an SPV created specifically by the FMZs developer to own one FMZ (the “Portfolio Company”).
To acquire an FMZ, the DE Intermediary will acquire shares (a minimum of 75%) in the Portfolio Company which owns that FMZ
(the “Share Deal”). It is anticipated that almost all of the FMZs which GMRP acquires will be acquired by means of a Share
Deal.
Each Portfolio Company will be funded by: (a) equity provided by the DE intermediary; (b) shareholders loans provided by GMRP
(the “SHLs”); and, (c) third party loans provided by German lending institutions (the “Senior Debt”).
The Senior Debt will be secured on the FMZ, will be non-recourse to any other FMZ or any other assets of GMRP and will be to a
maximum of 50% of the value of the FMZ's secured purchase price.
During the Period GMRP acquired one Portfolio Company: StadtGalerie Datteln GmbH, the owner of GMRP 003.
Greenman Retail+
(GMRP)
SGG - Fund Administrator
ING Luxembourg - Depositary
Greenman Rt S.à.r.l. - the Lux Intermediary
Greenman Retail+ GmbH & Co.KG -
the DE Intermediary
Senior DebtCIP Project GmbH
- GMRP 001
Alpha Bridge
Investments Ltd.
Neue Mitte Kamen GmbH
- GMRP 002
Alpha Bridge
Investments Ltd.
StadtGalerie Datteln GmbH
- GMRP 003
Alpha Bridge
Investments Ltd.
Greenman Investments
Partners S.à.r.l. -
the General Partner
Greenman - AIFM
Equity
Shareholder Loan
Senior Debt
Greenman Investments Retail Fund Factsheet H2 2015 8
5.0 Investor Commitments The investment strategy for GMRP allows for Investors to subscribe for ordinary
shares from the period between the 20th October 2014 (the “First Closing”)
and the 31st July 2016 (the “Final Closing”). At their discretion Greenman can
arrange closings, between the First Closing and the Final Closing (the “Subse-
quent Closings”).
Greenman has arranged four Subsequent Closings where investors subscribed for
ordinary shares. The Investor Commitments were as follows:
GMR 003 Strausberg
Series Number Closing Date Funds Committed Subscription Fees Ordinary Shares Issued Reporting Date
Series 1 20th October 2014 €6,156,017 €145,499 6,010,518 H2 2014
Series 2 8th February 2015 €6,667,229 €166,143 6,501,086 H1 2015
Series 3 26th June 2015 €10,461,197 €257,222 10,203,975 H1 2015
Series 4 30th November 2015 €14,413,607 €326,004 13,269,383 H2 2015
Totals - €37,698,050 €894,868 35,984,962
Greenman Investments Retail Fund Factsheet H2 2015 9
6.0 Investment Strategy GMRP’s investment Strategy is to assemble the Portfolio between the First Clos-
ing and, at the latest, the 31st December 2016 (the “Investment Period”)*. To
ensure that the Portfolio can achieve its investor return targets, each FMZ must
adhere to a minimum set of investment criteria (the “Investment Restrictions”).
The key investment restrictions are shown in the following table:
* Note
During the Investment Period, the Portfolio can breach some of the Investment
Restrictions (the “Kick-Off Period”)
LocationsThe FMZs must be located in large German cities and regional centres which have sufficient local population demographics and socioeconomic profiles to
support the Tenants’ retail concepts in the long term.
Primary Anchor Tenants
Each FMZ must, at a minimum, contain a store which is let to one of Germany’s leading food retailers (the “Primary Anchors”). The Primary Anchors must meet
minimum qualification criteria. The Primary Anchors must, either individually or collectively, account for a minimum of 30% of the FMZ’s annual rental income
(the “Rent Roll”) and either individually or collectively, have a maximum chance of default upon their rental obligations of 0.3%.
Anchor Tenants
Each FMZ must, at a minimum, contain a unit which is let to one of Germany’s leading food, and near-food retailers (the “Anchors”). The Anchors must meet
minimum qualification criteria. The Anchors must, either individually or collectively, account for a minimum of 25% of the Rent Roll and either individually or
collectively, have a maximum chance of default upon their rental obligations of 0.70%.
Lease TermsAll Primary Anchor and Anchor Tenants must be bound to a minimum initial lease term of 10 years (Typically Primary Anchor Tenants’ lease terms are for a
period of 15 years).
FMZ Classification
Depending upon the FMZs location, Tenant Mix, Lease Terms and WARLT, it is categorised into one of two operational types:
• Consistent FMZs whose characteristics meet those of a “Core Asset” and will be operated to maintain/protect those characteristics and classification; or
• Asset Management FMZs whose characteristics meet those of a “Core+ Asset” and will be operated to maximise the opportunities to enhance its value
and the possibility of them being reclassified as “Core Assets”.
Greenman Investments Retail Fund Factsheet H2 2015 10
Berlin
DresdenWeimar
HannoverMinden
Wolfsburg
Schönebeck
Magdeburg
HalleLeipzig
Dusseldorf
Wiesbaden
Neuwied
Kamen
MainzFrankfurt
Nuremberg
Cologne
Stuttgart
Munich
Saarbrucken
Bremen
Hamburg
Datteln
Stralsund
7.0 The Portfolio During the Period the DE Intermediary acquired three FMZs. When all of the acquisitions of the FMZs have been completed the
Portfolio will have the following constituents:
FMZ Number GMRP 001 GMRP 002 GMRP 003 Totals
Year Constructed
1991
(revitalised
2015)
2015 2012 -
Deal Type Share Deal Share Deal Share Deal -
Target Company Corporate Form GmbH GmbH GmbH -
Let Area (m2) 8,113 7,730 10,062 25,905
Car Parking Spaces 200 169 287 656
Primary Anchor Tenant(s) REWE REWE | NETTO REWE REWE | NETTO
Primary Anchor Tenant(s) % of Net Annual Rent 36% 47% 18% 30% avg.
Net Annual Rent (€) 1,240,185 1,416,936 1,791,347 4,448,468
Average Rent (€ /m2 / month) 12.74 15.28 13.65 13.89
WARLT (Yrs) 11.93 14.17 6.65 10.92
Purchase Factor (x Net Annual Rent) 15.16 15.95 14.75 15.25
Purchase Price (€) 18,800,000 22,600,000 26,422,368 67,822,368
Purchase Price (€/m2 Let Area) 2,317 2,924 2,626 2,618
Senior Debt (€) 8,500,000 11,300,000 12,715,000 32,515,000
Retail+ Equity Requirement (€) 10,300,000 11,300,000 13,707,368 35,307,368
% of Pipeline Net Annual Rent 27.9% 31.9% 40.3% 100%
% of Purchase Price 27.7% 33.3% 39.0% 100%
% of Retail+ Equity Commitment 29.2% 32.0% 38.8% 100%
Importance to Portfolio (by WARLT) 36.5% 43.2% 20.3% 100%
Greenman Investments Retail Fund Factsheet H2 2015 11
8.0 FMZ Acquisitions During the Period, the DE Intermediary committed to acquiring one FMZ. This FMZ
was acquired as a Share Deal.
8.3 Neumarkt, Datteln (“GMRP 003”) GMRP 003 is located in Datteln, a city with a population of c. 34,000 located about
25KMs north of Dortmund in North Rhine Westphalia. GMRP 003 is a redevelop-
ment of an existing centre with a proven trading history.
The DE Intermediary committed to acquire 94% of the shares in StadtGalerie
Dateln GmbH, the Portfolio Company which owns the FMZ on the 30th September
2015. GMRP will collect rental income for the first time in December 2015. The
FMZ will have a total annual rent roll of c. €1,791,347 of which REWE will contrib-
ute c. €322,442.GMRP 003 Datteln
Greenman Investments Retail Fund Factsheet H2 2015 12
9.0 Tenant Mix GMRP’s investment strategy is to generate rental income from FMZs where a large percentage of their rental income is contrib-
uted by German food retailers. Only FMZs whose Tenant mix meets the Investment Restrictions can be purchased. This ensures
that each FMZ and the Portfolio will have a balanced and attractive combination of Tenants (the “Tenant Mix”). Tenants making
up the Tenant Mix belong to one of the following three retail sub-types
Food Retailers
These Tenants concentrate, in some cases exclusively, on food retailing. They can be divided into full retailers, those retailers
who offer a full selection of fresh food, meats and branded products and the food discounters who largely sell their own brand
products in bulk.
Near-Food Retailers
These Tenants retail products that are often purchased alongside food as part of the daily/weekly shop. Typical near-food retail-
ers are “drugstores” who sell, shampoo, cosmetics, perfumes and other household items. Near-food retailers choose to locate
beside food retailers to benefit from greater foot fall.
Non-Food Retailers
These Tenants typically specialise in one retail sector. These Tenants offer, fashion, discounted clothing, shoes, household and
electrical goods. These Tenants complement a FMZ’s food and near-food retailers giving the FMZ a balanced retail offering.
Portfolio Tenant Mix
As at the end of the Period the Portfolio’s Tenant Mix is dominated by Food retailers generating c. 33% or c. €1,467,995 of the
Portfolio’s Rent.
Food
Clothing & Accessories
Healthcare & Pharmacy
Household Goods
Government (Local)
Other
Footware
Restaurants
Car Parking
Pet Supplies
Beauty
GMRP 002 Kamen
Portfolio Tenant Mix (% of the
Portfolio Rent)
33%
23%
14%
6%
5%
5%
4%3%
Greenman Investments Retail Fund Factsheet H2 2015 13
10.0 Key Tenants As at the end of the Period, the Portfolio had 36 Tenants. However c. 73% of the Portfolio’s rent was generated from just 12
Tenants. These Tenants are all national or international brands who are market leaders in their sectors. They contribute as fol-
lows to the Rent:
Some information about the main key tenants include:
10.1 REWE is Germany’s second largest food retailer with an annual turnover (2014 Germany only) of c. €37.2bn, a c. 2.8% increase
in comparison with 2013. REWE operates c. 10,185 stores across DE with a retail area of c. 10.1million m2. According to
Creditreform REWE has a chance of default on its rental obligations of c.0.16%.
10.2 Deichmann is a specialist footwear retailer retailing shoes and sportswear across three different store formats, Deichmann,
Roland and MyShoes. With over 1,360 stores, Deichmann is the market leading shoe retailer in Germany. In 2014 the group
generated revenue of c. €2bn, a 5.2% increase from 2013. Deichmann’s share of the German shoe retail market is just above
20%.
10.3 NETTO Marken-Discount (“NETTO”) is Germany’s third largest food discounter with an annual turnover (2013) of c. €11.8bn
from it’s c. 4,100 German stores. The NETTO brand was formed in 2007 when EDEKA acquired 85% of the Plus discount brand
from the Tengelmann Group. According to Creditreform NETTO has a chance of default on its rental obligations of c.0.33%.
10.4 DM is Germany’s largest drugstore chain. It operates c. 1,480 stores in Germany with a further c, 1,420 across central Europe.
In 2014 DM had sales of over €8.32bn. Revenue grew by 8.2% on a year-over-year basis. According to Creditreform, DM has a
chance of default on its rental obligations of c.0.10%.
GMR 005 Schönebeck
% of the Portfolio Rent
30%
25%
20%
15%
10%
5%
0%
REW
E
Dei
chm
ann
DM
C&
A
Gov
ernm
ent (
Loca
l)
Ross
man
n
Net
to
Dep
ot
Takk
o
Dän
isch
es B
ette
nlag
er
Kodi KiK
Greenman Investments Retail Fund Factsheet H2 2015 14
11.0 Portfolio Funding The Portfolio will be part financed by bank loans from German lending banks (the “Senior Debt”). Greenman have selected DG Hyp to provide the Senior Debt for the acquisi-
tion of GMRP 001, GMRP 002 and GMRP 003. Once the Senior Debt has been fully drawn down, it will total c. €32,515,000.
The Senior Debt for each FMZ is non-recourse and secured only against that FMZ and the rent generated by that FMZ. The Senior Debt terms are as follows:
Centre Number & Name GMRP 001 - Stralsund GMRP 002 - Kamen GMRP 003 - Datteln
Senior Debt Provider DG Hyp DG Hyp DG Hyp
Loan Amount 8,500,000 11,300,000 12,715,000
Type Variable Variable Variable
Term 7 Years from date of drawdown 7 Years from date of drawdown 7 Years from date of drawdown
Target Drawdown Date 1/3/2016 1/3/2016 1/3/2016
Interest Rate margin
1.21% (inc. liquidity) above 3 mth EURIBOR
(if EURIBOR is Negative the interest margin
will be 1.21%)
1.13% (inc. liquidity) above 3 mth EURIBOR
(if EURIBOR is Negative the interest margin
will be 1.13%)
1.25% (inc. liquidity) above the 3mths
EURIBOR (if EURIBOR is Negative the
interest margin will be 1.25%)
Interest calculated act/360 act/360 act/360
Amortisation 1.5% 1.5% 1.5%
Arrangement Fee 0.40% of the loan amount 0.45% of the loan amount 0.36% of the loan amount
Commitment Fee0.35% per month from date of signing loan
contract until date of drawdown
0.35% per month from date of signing loan
contract until date of drawdown
0.35% per month from date of signing loan
contract until date of drawdown
Early Exit Fees2016 - 2.5% | 2017 - 2.0% | 2018 - 1.0% |
2019 - 0.5% | 2020 - 0%
2015 - 2.1% | 2016 - 1.8% | 2017 - 1.5% |
2018 - 1.2% | 2019 - 0.45% | 2020 - 0.3%
| 2021 - 0.15%
2015 - 2.1% | 2016 - 1.8% | 2017 - 1.5% |
2018 - 1.2% | 2019 - 0.9% | 2020 - 0.3% |
2021 - 0.15%
LTV Covenant
LTV limit of 60% of the Centre’s value on
the third anniversary of the loan drawdown
date
LTV limit of 60% of the Centre’s value on
the third anniversary of the loan drawdown
date
LTV limit of 65% of the Centre’s value on
the third anniversary of the loan drawdown
date
PS Ratio
The Centre’s rental income must be higher
than 130% of the loan interest assuming
ongoing centre operational costs of 15% (of
the Centre’s Net Annual Rent) and a nominal
Interest rate of 7% of the outstanding loan
The Centre’s rental income must be higher
than 125% of the loan interest assuming
ongoing centre operational costs of 15% (of
the Centre’s Net Annual Rent) and a nominal
Interest rate of 7% of the outstanding loan
The Centre’s rental income must be higher
than 140% of the loan interest assuming
ongoing centre operational costs of 15%
(of the Centre’s Net Annual Rent) and
a nominal Interest rate of 6.5% of the
outstanding loan
Binding Termsheet signed on 19th December 2014 5th May 2015 30th September 2015
GMR 003 Strausberg
Greenman Investments Retail Fund Factsheet H2 2015 15
12.0 Portfolio Operation One acquisition was completed during the Period and as a result the Portfolio gen-
erated income for GMRP. GMRP 003 generated rent in December 2015. GMRP 002
will first provide income for GMRP in January 2016. GMRP 001 will first provide
income for GMRP in April 2016. From the 1st April 2016 the Portfolio will be 100%
let and will generate a monthly rental income of c. €358,817.
Senior Debt service will account for c. 6.2% of the Portfolio’s monthly rental
income and Senior Debt repayments will account for c. 6.9% of the Portfolio’s
monthly rental income. A further 9.4% of the Portfolio’s monthly rental income will
be used to meet GMRP’s asset and property management obligations and other
operational costs which cannot be recovered from the Tenants. This leaves
c. €3,343,215 per annum free to return to GMRP (the “Free Cashflow”). Investor
Distributions can be met from the Free Cashflow.
Free cashflow
Senior debt repayments
Senior debt service
Other (inc. maintenance reserve)
Portfolio company contribution to facilities management
Portfolio company contribution to local charges/taxes
Building insurance
Property & asset management
c.€4,448,468Rental Income PA
77.6% 6.9%
6.2%
3.8%
GMR 005 Schonebeck
Greenman Investments Retail Fund Factsheet H2 2015 16
13.0 Distributions GMRP can use the Free Cashflow in combination with income generated by GMRP
from other investments, the proceeds from the sale or refinance of a FMZ(s) and
unallocated investor loans to make distributions to Investors (the “Distributions”).
The Distributions can be made twice annually. Investors, by the selection of their
share class will either:
• receive their Distributions by way of a dividend (only holders of ordinary
shares of class A)
• receive their Distributions by way of a compulsory redemption of ordinary
shares (only holders of ordinary shares of class B)
• their Distributions will be capitalised (reinvested) (only holders of ordinary
shares of class C)
• receive their Distributions in a manner to be detailed (only for holders of
ordinary shares of the additional share classes)
Investors holding shares of Class C will receive further shares of Class C which
will be issued at the NAV at the time of the Distribution (the “Reinvested Dis-
tribution”). The Reinvested Distributions can be used for the: (a) acquisition of
additional FMZs; (b) reduction of the Portfolio’s Senior Debt; and, (c) maintenance
and/or redevelopment of the FMZs.
Greenman forecast that holders of ordinary shares of class A and class B can
expect to receive Distributions equating to an annualised cash on cash return of
c.5% over the GMRP’s lifetime.
GMRP 002 Kamen
Greenman Investments Retail Fund Factsheet H2 2015 17
14.0 H1 2016 Targets For the start of 2016 GMRP will undertake as follows:
14.1 Series Five Fundraising GMRP will be open to Investors seeking to subscribe for ordinary shares of Class A, B, C and the Additional Classes from the
start of January 2016.
14.2 FMZ Acquisitions Greenman have continued to select FMZs which may be suitable additions to the Portfolio (the “Pipeline”). The Pipeline con-
sists of c. 10 FMZs with a total volume of c. €300m. These FMZs are at various stages of development and if they prove to
be attractive, they will be available for GMRP to acquire (subject to the Investment Restrictions and investor commitments)
before the end of the Investment Period. To establish this Greenman must complete Due Diligence on each FMZ, in accord-
ance with their obligations to GMRP under AIFMD (the “DD Process”). To ensure that Greenman can complete the DD Process
in an unhurried manner, Greenman have secured the exclusive right to acquire some of the FMZs making up the Pipeline (the
“Locked-In Pipeline”). A summary of the FMZs in the Locked-In Pipeline includes:
Target Number GMRP 004 GMRP 005 Totals
Year Constructed1991 (revitalised
2012)
2000 (revitalised
2015/16)-
Deal Type Share Deal Share Deal -
Target Company Corporate Form GmbH GmbH -
Let Area (m2) 36,320 7,540 43,860
Car Parking Spaces 2,000 153 2,153
Primary Anchor Tenant(s) REWE | ALDI REWE -
Target Net Annual Rent (€) 1,902,604 1,217,000 3,119,604
Average Rent (€/m2/mth) 4.37 13.45 8.91
Vendor’s Purchase Factor (x Net Annual Rent) 12.75 15.75 13.92
Vendor’s Purchase Price (€) 24,258,201 19,167,750 43,425,951
GMRP 002 Kamen
Greenman Investments Retail Fund Factsheet H2 2015 18
ABC
15.0 InvestIingEligible investors may apply (“Subscribe”) for ordinary shares in Retail+ Series 5 from 7th
January 2016 until Series 5 closes (the “Fifth Closing”). After the Fifth Closing and until the
final closing there may be Subsequent Closings (the “Subsequent Closings”) when addi-
tional investment from investors will be admitted. The final closing will, at maximum, be the
second anniversary of the First Closing, 20th October 2016.
Share ClassesGreenman will make 3 (in words three) different classes of shares available for subscription by
eligible investors. A separate NAV per share will be calculated for each class which may differ.
The characteristics of each share class are as follows:
Share Class A (the “Dividend Shares”)The Dividend Shares will be:
• reserved for eligible investors making a minimum investment of €125,000
• Retail+ is entitled to accept a subscription which is below this amount in accord-
ance with section 8 of the general section of the offering document
• Distributions, if any, will be paid out under the form of dividends on an annual
basis.
Share Class B (the “Redemption Shares”)The Redemption Shares will be:
• reserved for eligible investors making a minimum investment of €125,000
• Retail+ is entitled to accept a subscription which is below this amount in accord-
ance with section 8 of the general section of the offering document
• Distributions, if any, will be paid out under the form of a compulsory redemption of
Redemption Shares on an annual basis.
Share Class C (the “Reinvestment Shares”)The Reinvestment Shares will be:
• reserved for eligible investors making a minimum investment of €125,000
• Retail+ is entitled to accept a subscription which is below this amount in accord-
ance with section 8 of the general section of the offering document
• Distributions, if any, will be reinvested.
Having given prior notice, of a minimum of thirty days, investors are entitled to convert shares
of any class into shares of another class at the relevant NAV. The conversion may be subject
to a conversion fee which will be a maximum of 0.25% of the NAV. Retail+ may resolve to
consolidate shares of the subsequent series into the oldest previous series at the NAV of the
relevant previous series.
Greenman Investments Retail Fund Factsheet H2 2015 19
16.0 Fees and Charges
16.1 Subscription Fee The price for shares of Class A, B and C, for Series 5 will be €1.06 (in words one
EURO and six cents) per share. This price includes a subscription fee (the “Sub-
scription Fee”). The Subscription Fee will be paid to the party who has introduced
the investor to Retail+ and will be a maximum of €0.0319 (in words three point
one nine cents) per share. The Subscription Fee can be reduced or waived.
16.2 Greenman’s Fees Greenman shall receive a fee for successfully purchasing a property (the “Prop-
erty Acquisition Fee”). The Property Acquisition Fee shall be 11.5% of the gross
purchase price for a property minus all direct property acquisition costs, (the
costs directly triggered by the acquisition of a property e.g. the public notary, legal
fees and stamp duties) and all non-direct costs incurred in connection with the
assembly of the Portfolio but not directly attributable to a specific property (e.g.,
research costs, costs to draft marketing material).
Greenman shall receive a portfolio management fee (the “Management Fee”).
The Management Fee will be equal to 5.75% (plus VAT, if applicable) of the aggre-
gate amount of the Portfolio’s gross collected monthly rents set at a minimum of
€8,000/mth. This equates to roughly 0.7% of the investors initial investment per
annum.
Greenman shall receive a Portfolio exit fee (the “Exit Fee”). The Exit Fee will be
equal to 1.75% (plus VAT, if applicable) of the gross sale price of the Portfolio.
16.3 Pension and Investment Structure Providers Fees If an investor is subscribing for shares via a pension, or other approved and eli-
gible investment structures, the provider of that structure may levy a charge. The
charge will be subject to that provider’s terms and conditions.
Greenman Investments Retail Fund Factsheet H2 2015 20
17.0 Investor Reporting The SIF’s first AGM was held in Luxembourg on 24th June 2015 where its annual
report was approved by its shareholders. Copies of the SIF’s annual report are
available upon request.
Greenman shall prepare an unaudited half yearly update for each of the SIF’s
Compartments (the “FactSheet”). GMRP’s FactSheets will be issued to all GMRP
shareholders. In addition, GMRP’s FactSheets will be made available to any pro-
spective Investor upon request.
In addition, Greenman shall prepare an unaudited quarterly summary of each of
the SIF’s Compartments (the “InfoSheet”). GMRP’s InfoSheets will be issued to all
GMRP shareholders. In addition GMRP’s InfoSheets will be made available to any
prospective Investor upon request.
GMR 005 Schönebeck
Greenman Investments Retail Fund Factsheet H2 2015 21
18.0 Corporate Governance GMRP shareholders and prospective investors should note the following:
18.1 Portfolio Management In compliance with AIFMD, Greenman is responsible for GMRP’s portfolio management function. Included in this obligation
is Greenman’s requirement to implement GMRP’s investment strategy which has previously been approved by the CSSF. Any
amendments to GMRP’s investment strategy must first be approved by the CSSF and GMRP’s shareholders.
18.2 Risk Management In compliance with AIFMD requirements, Greenman’s permanent and separate Chief Risk Officer is responsible for monitor-
ing GMRP’s risk limits and for back testing the impact of possible breaches of these limits upon investor returns. Furthermore
GMRP is obliged to adhere to the CSSF’s risk spreading rules (circular 07/309) at the end of the kick-off period. Should any risk
limit breaches occur, Greenman’s Chief Risk Officer, in accordance with AIFMD, is obliged to report these breaches to the CSSF,
the Central Bank and to GMRP’s shareholders. In that event Greenman is obliged to take any action the Central Bank deem nec-
essary which may include the liquidation of GMRP.
18.3 Compliance Greenman has implemented procedures which are designed to ensure that it, at all times, complies with its obligations to the
Central Bank and the CSSF. Greenman’s Chief Compliance Officer is responsible for ensuring that Greenman is in compliance
with the AIFMD Regulations and any other regulations which are applicable to Greenman. Furthermore Greenman’s Chief Com-
pliance Officer is required to report any breaches of the AIFMD Regulations and any other regulations which are applicable to
the relevant Competent Authority as soon as they have become aware of them.
18.4 Depositary Oversight ING has initiated procedures to check GMRP is in compliance with all applicable laws and regulation together with its rules and
articles of incorporation, as well as monitoring GMRP’s compliance with its investments restrictions and leverage limits and
perform ex-ante verifications in certain circumstances. To fulfil this oversight duty, ING performs an initial assessment as well
as an ongoing and an annual due diligence review on:
• GMRP’s and Greenman’s governance and activities;
• GMRP’s and Greenman’s capability to provide information; and
• the means and infrastructures Greenman has implemented to identify and repair breaches.
18.5 Depositary Oversight of SGG ING have implemented a set of obligations of oversight of SGG’s fund administration function. This means that ING has in all
instances a clear overview of GMRP’s administration. This includes the process implemented to ensure valorisation of GMRP’s
underlying investments and the procedures with regards to standard reconciliations. Where discrepancies are identified, ING is
duty-bound to ensure that appropriate remedial action is implemented by SGG.
18.6 Acting in the best interests of Investors Greenman, in accordance with AIFMD Article 21 Level 2, is committed to ensuring that the highest ethical values and standards
of corporate governance, professionalism and business integrity are maintained in all of its operations, procedures and activi-
ties. Greenman will ensure all of its employees, both senior and otherwise, will conduct themselves in a manner which meets
the standards set out by the Board.
Greenman has and will maintain, robust and effective policies and procedures for ensuring that it and GMRP shall adhere to
their obligations under the AIFMD Regulations and at all times act in the best interests of investors. All decisions taken by
Greenman on behalf of GMRP shall be taken in the best interests of investors. These policies and procedures were designed to
prevent malpractices which might have a negative effect on investors’ interests
18.7 Advisory Committee GMRP has appointed a skilled and experienced advisory committee whose opinion will be sought on matters which could impact
upon investor returns including the selection of tenants and the purchase of FMZs.
GMRP 002 Kamen
Greenman Investments Retail Fund Factsheet H2 2015 22
19.0 Further Information Written requests for further information about GMRP, the FMZs, their operation
and management should be addressed to Greenman Investments, Crescent Hall,
Mount Street Crescent, Dublin 2, Ireland. Additional information can be received
from Greenman, by contacting Greenman’s investor relations team on + 353 1 647
1121 or by email on [email protected].
GMR 005 Schönebeck
Greenman Investments Retail Fund Factsheet H2 2015 23
Dublin Office Crescent Hall
Mount Street Crescent Dublin 2
Ireland +353 1 647 1121
Berlin Office Oberwallstraße 24
10117 Berlin
+49 30 5557 92910
Premier Benchmark Property Ltd., t/a Greenman Investments is authorised as an Alternative Investment Fund Manager by the Central Bank of Ireland under the European Union (Alternative Investment Fund Managers) Regulations 2013. Authorisation number C123941. Premier Benchmark Property Ltd T/A Greenman Investments is an Irish Limited Company, Registration No. 405865 Directors: Nick Coveney (Non-Exec Chairman), John Wilkinson, William Conolly-Carew, Peter O’Reilly, David McGee (Non-Exec).