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ACCELERATE PROPERTY FUND LIMITED INVESTOR ROADSHOW: ACQUISITION OF A POLISH MODERN LIGHT INDUSTRIAL / LOGISTICS WAREHOUSE PORTFOLIO

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Page 1: ACCELERATE PROPERTY FUND LIMITEDacceleratepf.co.za/pdf/Investor_Roadshow_Poland_5... · Relative to other European countries, the number of FDI-related jobs expected to be created

ACCELERATE PROPERTY

FUND LIMITED

INVESTOR ROADSHOW: ACQUISITION OF A

POLISH MODERN LIGHT INDUSTRIAL /

LOGISTICS WAREHOUSE PORTFOLIO

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2

KEY INVESTMENT HIGHLIGHTS

Rentals underwritten by strong covenants through multi-national parent guarantees

Properties are strategic to tenants’ operations

Weighted average unexpired lease length of 13.5 years across the portfolio

Limited on-going asset management through double and triple net lease structure

(only 1 property, representing 10% of the portfolio, is a double net lease)

The portfolio allows for the development of approximately 14,000m2 of available bulk

across four of the five properties

Tenants have verbally indicated they expect to require additional space in the short-

to medium-term

All assets new / recently developed by an internationally-renowned developer,

Panattoni Development Company Inc. (benefiting from contractor warranties)

Assets located on or close to major arterial routes near employee catchment areas

and in special economic zones benefiting from tax and administrative allowances

Seven year bank debt provided by Berlin Hyp (with no early pre-payment penalties

after three years) with 53% LTV of gross consideration

Quoted margin of 1.55% and an indicative fixed rate of 2.07% for seven years

Supportive covenant conditions (c.50% ICR headroom and an LTV of 60% with cure

rights)

Portfolio generates an initial levered Euro yield of 9.12%

Minimum initial ZAR yield after CCS of at least 13%1

Annual upward-only escalations provide stable long-term Euro income growth

Greater geographic and covenant diversification of APF’s existing European portfolio

Possibility to lock in income growth through forward EUR hedging

New modern light industrial /

logistics warehouses in

attractive locations across

Poland

1

High quality tenants on

long triple net leases2

Supported by accretive

debt funding fixed for

seven years

3

Generating an attractive

Euro yield4

Opportunity to enhance yield

through available bulk and

tenant appetite to expand

5

Notes: (1) Assuming a CCS of 23% of the gross transaction value (50% of the equity consideration)

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3

OVERVIEW OF PORTFOLIO

In terms of industrial demand/supply Poland is the leader in CEE region. The central location of Poland within Europe, continuously improving road infrastructure, low

operational costs and a significant population of 38 million people are the main contributing factors

Well located assets in main industrial areas, situated on the main highways in Poland allowing easy access to Germany which is crucial for the automotive tenants

5

2

1

4

3

Sanden - Polkowice5

2 Kongsberg automotive - Brzesc Kujawski1 Kongsberg automotive - Koulszki

4 STS acoustics - Międzyrzecz

3 Benteler - Września

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4

Cars61%

Trucks24%

Compressors15%

Kongsberg Brzsec32%

Kongsberg Koluszki

29%

Sanden15%

STS14%

Benteler10%

FINANCIAL SUMMARY OF THE PROPERTIES

LocationDevelopment

yearTenant Guarantor1 Lease start Lease end

Remaining

lease term

(years)2

Area of land

(sqm)

Area of

building (sqm)

Net annual

rental (EUR)

Koluszki 2016/2017KONGSBERG

Automotive PolandKongsberg

Automotive ASA15-Jul-16 14-Jul-31 14.93 32,105 16,981 796,821

Brzesc Kujawski 2017KONGSBERG

Automotive PolandKongsberg

Automotive ASA1-Dec-16 1-Dec-32 15.01 59,500 16,700 876,350

Wrzesnia 2016BENTELER

Automotive Poland3

BENTELER

International 20-Jun-16 30-Sep-29 11.84 22,798 5,363 280,479

Międzyrzecz 2016STS Acoustics

PolandSTS Acoustics Spa 01-Dec-16 30-Nov-28 11.01 27,659 8,919 384,060

Polkowice 2016/2017SANDEN

Manufacturing Poland

Sanden

International Europe

Ltd.

16-Jan-16 15-Jan-28 11.01 23,074 6,527 409,364

Total portfolio 13.524 165,136 54,490 2,747,074

High quality portfolio of double / triple net lease assets acquired at a portfolio net acquisition yield of 6.83%

Notes: (1) All ultimate parent companies are listed with the exception of Benteler International. Further details provided in the annexures (2) Remaining lease term from expected close of transaction

i.e. 1 December 2017 (3) Double net lease, all other lease are triple net (4) WAULT (5) Portfolio premium of 2% applied as per the guidance provided by the CBRE valuation report (6) Where

applicable a spot exchange of EURZAR16.68 ultised and a forward rate of EURZAR16.95 applied (7) Assuming a CCS of 23% of the gross transaction value (50% of the equity consideration)

Independent CBRE portfolio valuation5 EUR41,576,220

Portfolio purchase price EUR40,197,012

Blended portfolio acquisition yield 6.83%

Premium / (Discount) to CBRE portfolio valuation (3.4%)

Levered net acquisition yield 9.12%

Acquisition yield post CCS7 Minimum 13%

Rental concentration within the Poland portfolio

Kongsberg

exposure

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5

SiteExisting

building m2 Cost €/m

2 Existing Rent/

m2 Yield Expansion m

2Rent/m

2Cost/m

2

STS 8 919 637,94 3,21 6,83% 2 931 3,51 4002

Sanden 6 527 929,16 5,06 6,83% 3 294 3,51 4002

Benteler 5 363 774,80 3,76 6,83% 4 168 3,51 4002

Kongsberg Brześć Kujawski 16 700 777,42 3,32 6,83% 3 930 3,51 4002

Current Expansion3 Cumulative portfolio3

Asset

yield

Levered

yield

Total

construction

cost

Annual rentalAsset

yield

Asset

yieldLevered yield4

STS 6.83% 1,172,400 123,102 10.50% 7.47%

Sanden 6.83% 1,317,600 138,348 10.50% 7.50%

Benteler 6.83% 1,667,200 175,056 10.50% 7.89%

Kongsberg Brześć Kujawski 6.83% 1,572,000 165,060 10.50% 7.23%

Total 6.83% 9.12% 5,729,200 601,566 10.50% 7.29% 10.03%

Notes: (1) Represents an estimated rental value in line with market standards (2) Represents a conservative “all in” cost including design and build, soft costs, finance and asset management (3)

Impact on year 1 yield assuming the expansion is complete on day 1 of the portfolio acquisition (4) Levered yield based on a 53% LTV and an interest of 2.07%. No additional operating costs are

assumed for the expansion

SUMMARY OF POTENTIAL EXPANSION

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COMPARATIVE TRANSACTIONS IN THE MARKET

Long-lease single tenant completed transactions

Univeg

Country : Poland

Lease Term : 8 years

Turnover : n/a

Parent Guarantee : No

Size (sqm) : n/a

Yield : 7.00%

Offer : €30m

Date : Q4 2016

Inalfa

Country : Poland

Lease Term : 12 years

Turnover : €1bn

Parent Guarantee : Yes

Size (sqm) : n/a

Yield : 7.25%

Offer : €8m

Date : Q4 2016

Amazon (Poznan)

Country : Poland

Lease Term : 15 years

Turnover : €10bn

Parent Guarantee : Yes

Size (sqm) : 100,000

Yield : 5.40%

Offer : €70m

Date : Q4 2016

Long-lease single tenant modern light industrial / logistics warehouse portfolio being acquired by APF at a blended yield of 6.83%

Benteler

Country : Poland

Lease Term : c.12 years

Turnover : €7bn

Parent Guarantee : Yes

Size (sqm) : 4,714

Yield1 : 7.02%

Valuation1 : c.€4m

Kongsberg (Koluszki)

Country : Poland

Lease Term : c.15 years

Turnover : €1bn

Parent Guarantee : Yes

Size (sqm) : 14,968

Yield1 : 6.20%

Valuation1 : c.€13m

STS

Country : Poland

Lease Term : c.11 years

Turnover : €0.1bn

Parent Guarantee : Yes

Size (sqm) : 8,281

Yield1 : 7.64%

Valuation1 : c.€5m

Sanden

Country : Poland

Lease Term : c.11 years

Turnover : c.€1bn

Parent Guarantee : Yes

Size (sqm) : 6,211

Yield1 : 8.37%

Valuation1 : c.€5m

Kongsberg (Brześć)

Country : Poland

Lease Term : 15 years

Turnover : €1bn

Parent Guarantee : Yes

Size (sqm) : 13,297

Yield1 : 6.26%

Valuation1 : c.€14m

Notes: (1) Based on independent CBRE valuation

Zalando (Szczecin)

Country : Poland

Lease Term : 12 years

Turnover : €3bn

Parent Guarantee : Yes

Size (sqm) : 100,000

Yield : 5.75%

Offer : €55m

Date : Ongoing

Amazon Forward Funding

Country : Poland

Lease Term : 15 years

Turnover : €10bn

Parent Guarantee : Yes

Size (sqm) : 100,000

Yield : 5.75%

Offer : €60m

Date : Ongoing

BMW Logistics

Country : Poland

Lease Term : 10 years

Turnover : €94bn

Parent Guarantee : Yes

Size (sqm) : 30,000

Yield : c.6.00%

Offer : €20m

Date : Ongoing

Long-lease single tenant ongoing transactions

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7

Retail Industrial / Logistics

100%

69%

19%

5%4%

3%OBI

Kongsberg

Sanden

STS

Benteler

South Africa Austria Poland SlovakiaSouth Africa Austria Poland Slovakia

77%

23%

SUMMARY OF APFE EUROPEAN PROPERTY PORTFOLIO

Summary of European property portfolio

Source: Unaudited management estimates

78%22% 54%

31%

15%

Existing Post transaction

52%

32%

16%

Existing Post transaction

Existing Post transaction

69%

31%

Tenant diversification Sectoral diversification by value

Geographic diversification by property value Geographic diversification by revenue

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8

Retail Industrial / Logistics Office

7.50%

6.80%

6.60%

SA only SA including OBI SA including OBIand Poland

66%

6%

28%

South Africa Austria Poland SlovakiaSouth Africa Austria Poland Slovakia

SUMMARY OF COMBINED PROPERTY PORTFOLIO

Summary of total property portfolio

Existing Post transaction

83%

9%

5%2%

88%

9%3%

Notes: (1) Polish rentals assumed to grow at 1.50% p.a. (European CPI)

Source: Unaudited management estimates

Existing Post transaction

62%

11%

27%

Existing Post transaction Escalations decrease from 7.50% to 6.60% due to the impact

of the anticipated rental increases in Europe1 and their

impact on the overall portfolio. However, lease expiry on the

total portfolio goes from 5.30 years to 5.75 years

Geographic diversification by property value Geographic diversification by revenue

Sectoral diversification by value Impact on escalations of the portfolio

91%

4%4% 1%

94%

4% 1%

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9

ATTRACTIVE ECONOMIC ENVIRONMENT, WITH POSITIVE GROWTH

POTENTIAL

Poland remains an attractive investment destination, supported by strong economic fundamentals

Largest economy in Central Eastern Europe and considered one of the fastest

growing in the region

The Polish governments’ expansionary fiscal policy is expected to continue

through to 2018, despite strong economic growth and robust private sector

consumption

Poland’s currency, zloty, depreciated by 4.1% in 2016 against the euro, yet the

outlook is positive underpinned by strong fundamentals

Household consumption growth is expected to remain a key economic driver

supported by increased employment. The significant domestic demand makes

the country less exposed to external demand shocks

In 2016 Poland’s government budget deficit narrowed to 2.4% of GDP (2.6% in

2015; 3.3% in 2014)

- 2016 budget deficit was abnormally low due to once-off revenue earned

from the auction of 4G mobile spectrum

1.6% 1.4%

3.3%3.8%

2.7%

4.3%

3.1% 3.3%

2.5%

3.6%3.7%

1.1%

0.1%

-0.9% -0.7%1.9%

2.4%1.8% 1.7% 1.8%

2012A 2013A 2014A 2015A 2016A 2017F 2018F 2019F 2020F 2021F

Real GDP growth CPI

Sources: Economic Intelligence Unit

In 2009 the IMF approved a one-year credit line for Poland of $20.6 billion to help it

through the global economic crisis

Poland continues to attract a

significant amount of foreign direct

investment

Relative to other European countries,

the number of FDI-related jobs

expected to be created in Poland on

2016 was 22 074, lagging only behind

the UK (43 165)

48% of all projects into Poland came

from USA, Germany and the UK

Sources: EY Attractiveness Survey Poland May 2017

21% growth vs. 2015

Poland

256 projects

16% growth vs. 2015

CEE

1,342 projects

5,845

Europe

5,845 projects

15% growth vs. 2015

38.5 38.5 38.5

38.438.4

38.3 38.3 38.3 38.2 38.2

12.8% 13.5% 12.3%10.5%

9.0%7.4% 7.2% 7.0% 6.8% 6.9%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

38.1

38.2

38.2

38.3

38.3

38.4

38.4

38.5

38.5

38.6

2012A 2013A 2014A 2015A 2016A 2017F 2018F 2019F 2020F 2021F

Population (m) Unemployment rate

Sources: Economic Intelligence Unit

7,993 8,294 8,505 7,260 7,170

8,000 8,600 8,900 9,030 9,270

-0.2%1.4%

3.7%4.5% 4.8%

2.9% 2.6% 2.9% 2.6% 2.8%-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

-0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

2012A 2013A 2014A 2015A 2016A 2017F 2018F 2019F 2020F 2021F

Private consumption per head (USD) Average real wages growth

Sources: Economic Intelligence Unit

Positive GDP outlook as the economy continues to grow

Declining population forecast to taper off

Household consumption and wage growth on the up

Total foreign direct investments in 2016

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10

The EU is among the world's biggest producers of motor vehicles and the sector

represents the largest private investor in research and development

The industry is vital to the wider EU economy due its multiplier effect, benefiting

upstream industries such as steel, chemicals, and textiles, as well as downstream

industries such as ICT, repair and mobility services

The sector was impacted by the global economic crisis but has returned to growth

with sales of new vehicles up 6.8% in 2016 vs. 2015 and more normalised growth of

1.5% - 2.0% expected in the current year

Companies favour the Polish automotive manufacturing market due to attractive tax

incentives and the country’s proximity to key European motor vehicle markets which

are supported by good infrastructure

The country has become one of the largest European manufacturing centres and an

industry leader in East-Central Europe, while the automotive sector has acquired the

status of a key element of the national economy, occupying top positions in terms of

total value of production, export volume, investments, and employment

Recent high profile investment pledges reflect Poland’s central position in Europe’s

automotive supply chain

- Toyota has invested EUR950m in Poland since 2002, and is expected to invest a

further USD158m in a new production unit

- Daimler expects to invest EUR500m to set up a new production facility

14.9 15.4 15.6 14.3 14.2 13.4 13.1 12.1 11.9 12.5 13.7 14.6

1.6% 1.5% 1.9% 2.2% 2.3% 2.5% 2.3% 2.2% 2.4% 2.6% 2.6% 2.9%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

-

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

18.0

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Total EU registerations (m) Poland registerations % EU

Poland’s population is c.5% of the total EU population

475 473 535 555

208 111 116 121 122

55

2013 2014 2015 2016 2017 (Jan-Apr)

Passenger cars Trucks and tractors

Source: European Automobile Manufactures Association

POLISH AUTOMOTIVE INDUSTRY

The worldwide automotive industry achieved record levels of sales in 2016, up 4.8% from the previous year supported by 10-year high profit margins.

The automotive industry is crucial for Europe’s prosperity accounting for c.4% of the EU’s GDP

New vehicle registrations in Poland vs. EU

Source: European Automobile Manufactures Association

Poland is the 8th largest motor vehicle producer in the EU (2016)

New vehicle production in Poland (‘000)

c.3% of total motor vehicle production in

the EU was produced in Poland in 2016,

noting that c.20% of world wide motor

vehicles produced is in the EU

Source: European Automobile Manufactures Association

The largest manufacture in Poland are Fiat, General Motors and Volkswagen

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Flows into Poland continue to represent the largest portion of investment into

the CEE region, however it now represents a smaller percentage (c.70% in

2012) with Hungry, Slovakia and Romania growing as investable jurisdictions

Having been almost non-existent as an investor in the region in 2011/12, South

Africa now represents c.20% of the flow into CEE real estate, representing a

greater proportion of investment than Asia and domestic investment,

respectively

Domestic investment has grown as a proportion of total investment (currently

19% from 15% in 2011) with investors becoming increasingly comfortable with

the levels of liquidity in the assets

Source: Colliers International, Investment Compass, 2017

Source: Colliers International, Investment Compass, 2017

Source: Colliers International, Investment Compass, 2017 Source: Colliers International, Investment Compass, 2017

13.0

10.1

2.9 3.8

6.5

3.9

5.4

7.5

8.7

12.2

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

22%

20%

16%

10%

7%

2%

19%

4%

Europe

South Africa

Asia

USA

UK

CEE cross-broader

CEE domestic

Other

201638.7%

30.5%

22.0%

8.8%

Office

Retail

Industrial / Logistics

Other2016

37.8%

31.5%

13.8%

7.5%

7.2%

2.1%

Poland

Czech Republic

Hungary

Romania

Slovakia

Bulgaria2016

POLISH REAL ESTATE MARKET OVERVIEW

Analysis of the CEE regional real estate market

20162016

Investment into CEE by investor state / regionCEE Real Estate investment by country Investment by sub-sector

Inflows into CEE real estate (EUR’bn)

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PLN psm 2011 2012 2013 2014 2015 2016

Warsaw 19.7 21.1 21.2 20.4 24.0 26.3

Krakow 16.3 17.1 16.8 16.8 19.2 21.6

Tricity 13.3 15.8 15.2 15.2 17.9 19.6

Record levels of demand in 2016 were registered with 3.5m sqm of space let

during the period (up 32% on 2015)

Warsaw is the largest warehouse market in Poland, however infrastructure

improvements are spurring construction activity in the regional markets such

as Poznan and Wroclaw as well as smaller markets of Krakow and Tricity

New supply also reached an all time high in 2016 with 1.12m sqm of new

space coming online maintaining the significant surge in new space seen over

the last three years

Notwithstanding, new supply lags demand keeping vacancies very low at 5.9%

compared to European averages between 8-12%

The supply demand dynamic has left rents largely stable across regions

Source: CBRE Poland Industrial, Q4 2016

Source: BMI Research, Poland Real Estate Report 2017 Source: CBRE Poland Industrial, Q4 2016Source: CBRE Poland Industrial, Q4 2016

Take up of industrial space remains strong with rents expected to remain stable due to supply tracking demand

POLISH LOGISTICS WAREHOUSE MARKET OVERVIEW

Leasing activity (‘000 sqm)

Average rents Vacancy rates Completions by region

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13

THE TRANSACTION IS TO BE FUNDED WITH A COMBINATION OF

OFFSHORE TERM DEBT AND LOCAL EQUITY

Analysis of total funding requirement to fund the Properties

Acquisition consideration c.EUR40.2m

Transaction costs c.EUR1.7m

Total funding required c.EUR41.9m

Debt funding c.EUR22.4

Equity funding c.EUR19.5m

High-level debt analysis

Bank Berlin Hyp AG ( Germany)

Facility LTV 53% of gross transaction value

Floating rate 1.55% over EURIBOR

Fixed swap margin 0.52%

Term 7 years from drawdown

Payment No capital repayment for the first 5 years

Interest payable quarterly in arrears

Arrangement fee 0.75%

ICR covenant ICR at least 300%

LTV shall not exceed 60%

Net yield pre-debt 6.83%

Net yield post-debt 9.12%

Net yield post-debt and CCS Minimum 13%1

The purchase price may increase by EUR500,000 if new proposed

amendments to the Polish taxation legislation is not signed into law by the

president

- The proposed amendments have been approved by the Polish

parliament and is awaiting imminent ratification by the president

The transaction to be earnings and yield accretive for shareholders

Completion expected in early December following the successful transfer of

all completed properties

- Kongsberg Brześć Kujawski (still under development) is expected to be

completed by the end of November 2017 with the occupancy permit

expected to be issued shortly thereafter

Notes: (1) Assuming a CCS of 23% of the gross transaction value (50% of the equity consideration)

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New build modern logistics warehouses in attractive locations across Poland

High quality tenants on long triple net leases

Supported by accretive debt funding fixed for seven years

Generating an attractive Euro yield

Opportunity to enhance yield through available bulk and tenant appetite to expand

KEY INVESTMENT HIGHLIGHTS

1

2

3

4

5

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ANNEXURE

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16

KONGSBERG AUTOMOTIVE, KOLUSZKI

Property statistics

Parent guarantee

Location

The Property is located in the

north-western area of Koluszki,

between Nasienna and Brzechwy

street.

Parent guarantee provided by Kongsberg Automotive ASA, a Norwegian

company that produces system solutions to light and commercial vehicle

makers (driver control, chassis, fluid transfer, PTFE hoses for automotive

and industrial applications, power electronic systems)

Kongsberg operates in more than 20 countries with 50 facilities on all

continents

Independent property valuation €12,850,000

Property yield 6.20%

Net income €796,821

Asset type Modern light industrial / logistics warehouse

Percentage of portfolio 29%

GLA 16,981 m2

Warehouse and office GLA 14,968 m2 and 2,221 m2 respectively

Handover date 15 July 2016 (existing); 23 October 2017 (expansion)

Lease expiry 1 November 2032

Age Constructed in 2016 / 2017

Tenant Kongsberg Automotive Sp. z o.o.

Escalation Annual upward only escalations of European CPI

Lease type Triple net lease

Guarantor and ultimate parent statistics

Entity Kongsberg Automotive ASA

Market cap €400m (Oslo Stock Exchange)

Revenue (FY2016) €986m

EBITDA (FY2016) €63m

Net income (FY2016) €1.3m

Interest cover ratio 2.3

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KONGSBERG AUTOMOTIVE, BRZESC KUJAWSKI

Property statistics

Parent guarantee

Location

The Property is located in

Pikutkowo, near Brześć

Kujawski

Parent guarantee provided by Kongsberg Automotive ASA, a Norwegian

company that produces system solutions to light and commercial vehicle

makers (driver control, chassis, fluid transfer, PTFE hoses for automotive

and industrial applications, power electronic systems)

Kongsberg operates in more than 20 countries with 50 facilities on all

continents

Independent property valuation €14,000,000

Property yield 6.26%

Net income €876,350

Asset type Modern light industrial / logistics warehouse

Percentage of portfolio 32%

GLA 16,700 m2

Warehouse and office GLA 13,297 m2 and 3,555 m2 respectively

Handover date 30 November 20171

Lease expiry 30 November 2032

Age Currently at an advanced stage of construction (2017)

Tenant Kongsberg Automotive sp. z o.o.

Escalation Annual upward only escalations of European CPI

Lease type Triple net lease

Guarantor and ultimate parent statistics

Entity Kongsberg Automotive ASA

Market cap €400m (Oslo Stock Exchange)

Revenue (FY2016) €986m

EBITDA (FY2016) €63m

Net income (FY2016) €1.3m

Interest cover ratio 2.3

Notes: (1) Construction of building expected to be completed by 30 November 2017, with no delays or risks expected for handover

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BENTELER AUTOMOTIVE, WRZESNIA

Property statistics

Parent guarantee

Independent property valuation €3,998,000

Property yield 7.02%

Net income €280,479

Asset type Modern light industrial / logistics warehouse

Percentage of portfolio 10%

GLA 5,363 m2

Warehouse and office GLA 4,744 m2 and 618 m2 respectively

Handover date 15 January 2016

Lease expiry 30 September 2029

Age Constructed in 2016

Tenant Benteler Automotive Poland Sp. z o. o.

EscalationAnnual upward only escalations of European CPI with a

minimum of 1% p.a. and maximum of 2.5%

Lease type Double net lease

Location

The Property is located on the

border of two small villages

Białężyce and Chocicza Wielka,

located in poviat Września.

The Property is located

within a close distance from

A2 motorway, approx. 4 km

from the exit “Września”.

Parent guarantee provided by Benteler International, an Austrian company

that produces automotive and steel products; develops and manufactures

chassis systems, structures, engine, seamless tubes, and welded tubes

Benteler operates all over the world excluding Africa and the Middle East

Guarantor and ultimate parent statistics

Entity Benteler International Aktiengesellschaft

Market cap n/a

Revenue (FY2016) €7,423m

EBITDA (FY2016) €417m

Net income (FY2016) €111m

Interest cover ratio 3.8

Benteler is strategically located 800m from VW factory in

Września; a €1bn investment employing over 2,300 people

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STS ACOUSTICS, MIĘDZYRZECZ

Property statistics

Parent guarantee

Location

The Property is located in

Międzyrzecz, precinct 0002

Międzyrzecz -2. Geographically it

is a northern part of Międzyrzecz,

near the S3 Expressway.

Parent guarantee provided by STS Acoustics Spa, a Swedish company that

produces acoustic and thermal management systems for vehicle

manufacturers around the world; and develops and produces multifunctional

lightweight components for optimal protection against noise and heat

STS operates in Europe, mainly Germany, France, Italy

Independent property valuation €5,024,000

Property yield 7.64%

Net income €384,060

Asset type Modern light industrial / logistics warehouse

Percentage of portfolio 14%

GLA 8,919 m2

Warehouse and office GLA 8,281 m2 and 639 m2 respectively

Handover date 2 December 2016

Lease expiry 30 November 2028

Age Constructed in 2016

Tenant STS Poland Sp. z o.o.

Escalation Annual upward only escalations of Harmonized CPI1

Lease type Triple net lease

Key guarantor statistics Ultimate parent statistics

Entity STS Acoustics Spa Mutares AG

Market cap n/a €200m (DAX)

Revenue (FY2016) €137m

EBITDA (FY2016) €7m

Net income (FY2016) €3m

Interest cover ratio 17.7

Notes: (1) The Harmonised CPI is an indicator of inflation and price stability for the European Central Bank (ECB)

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SANDEN MANUFACTURING, POLKOWICE

Property statistics

Parent guarantee

Location

The Property is located in the

industrial district of Polkowice,

precinct Polkowice Miasto 4.

Parent guarantee provided by Sanden International Europe Ltd, which is a

subsidiary of Sanden Holdings Corporation, a Japanese company that

produces air conditioning compressors, heat exchanger, freezer and

refrigerated showcases, vending machines for drinks and foods, and heating,

ventilation

Sanden operates all over the world excluding Africa

Independent property valuation €4,889,000

Property yield 8.37%

Net income €409,364

Asset type Modern light industrial / logistics warehouse

Percentage of portfolio 15%

GLA 6,527 m2

Warehouse and office GLA 6,211 m2 and 316 m2 respectively

Handover date 16 January 2017

Lease expiry 16 January 2029

Age Constructed in 2016 / 2017

Tenant Sanden Manufacturing Poland sp. z o.o.

Escalation Annual upward only escalations of European CPI

Lease type Triple net lease

Key guarantor statistics Ultimate parent statistics

Entity Sanden International Europe Ltd Sanden Holdings Corporation

Market cap n/a €460m (TYO Stock Exchange)

Revenue (FY2017) €560m

EBIT (FY2017) €2m

Net income (FY2017) €5m1

Interest cover ratio 0.6

Sanden is located next to the VW factory, together with a

service corridor. Sanden factory produces more than

1.5m compressors p.a.

Notes: (1) Positively impacted by dividends from investments

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OVERVIEW OF PARENT GUARANTOR COMPANIES

Country

Description

Kongsberg Automotive ASA, a

Norwegian company that

produces system solutions to

light and commercial vehicle

makers (driver control, chassis,

fluid transfer, PTFE hoses for

automotive and industrial

applications, power electronic

systems)

Benteler International, an

Austrian company that produces

automotive and steel products;

develops and manufactures

chassis systems, structures,

engine, seamless tubes, and

welded tubes

STS Acoustics Spa, a subsidiary

of Mutares. STS is a global

automotive industry supplier that

produces acoustic and thermal

management systems for vehicle

manufacturers around the world;

and develops and produces

multifunctional lightweight

components for optimal

protection against noise and heat

Sanden International Europe Ltd,

which is a subsidiary of Sanden

Holdings Corporation (Japan),

produces air conditioning

compressors, heat exchanger,

freezer and refrigerated

showcases, vending machines

for drinks and foods, heating and

ventilation

Established 1987 1876 2000 1943

Selected key

customers

International automotive

customers including Volvo

International automotive

customers

International automobile

manufactures and refrigeration

customers

Market cap €400m (Oslo Stock Exchange) n/a €200m (DAX)1 €478m (TYO Stock Exchange)1

Revenue EUR986m EUR7,423m EUR132m EUR560m

Net profit EUR1.3m EUR111m EUR3m EUR5m

Debt/Equity 1.1 1.4 1.1 2.4

Interest cover 2.3 3.8 17.7 0.6

Current ratio 1.6 1.2 1.3 1.3

Notes: (1) Ultimate parent

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Long-term

soverign

rating

S&P

GDP per head

($'000 at PPP)

(2016)

Real GDP per

capita 5 year

average

forward

growth rate

Private

consumption

real growth

(2016)

Personal

disposal

income 5 year

CAGR (2017-

2021)

5 year average

population

growth

Unemployme

nt rate (2016)

Consumer

price inflation

(2016)

Gross

national

savings rate

(2016)

Domestic

credit growth

(%)

Long-term Gvt

bond yield (%)

Total public

debt as % of

GDP

Trade

balance ($'bn)

Poland BBB+ 27.7 3.4% 3.8% 2.6% -0.1% 9.0% 2.0% 19.3% 6.9% 3.4% 48.4% 2.2

Germany AAA 48.9 1.7% 1.9% 2.8% 0.1% 4.2% 0.4% 27.5% 2.9% 0.4% 68.2% 300.8

SA BB+ 13.2 1.8% 0.8% 9.5% 1.2% 26.7% 6.6% 16.2% 9.5% 9.1% 50.7% 1.0

Bulgaria BB+ 19.2 2.9% 2.2% 7.0% -0.6% 8.7% -0.8% 24.5% -4.2% 1.3% 71.7% -2.0

Czech Republic AA- 35.0 2.4% 4.1% 5.0% 0.1% 4.0% 0.7% 27.2% 0.7% 1.6% 71.1% 10.3

Romania BBB- 23.9 3.6% 6.7% 7.3% -0.7% 5.9% -1.6% 22.7% -2.9% 4.4% 50.0% -10.2

Hungary BBB- 27.3 2.6% 5.0% 4.7% -0.3% 5.1% 2.8% 24.8% 0.9% 2.5% 74.3% 5.8

Slovakia A+ 31.2 3.3% 2.9% 3.4% 0.0% 9.5% 1.6% 20.8% 8.1% 0.8% 51.9% 2.5

Portugal BBB- 30.6 1.7% 2.3% 3.3% -0.4% 11.1% 1.4% 15.7% -1.4% 2.2% 130.4% -10.0

Italy BBB- 38.5 1.0% 1.3% 1.9% -0.1% 11.7% 1.7% 19.7% 2.3% 2.0% 132.5% 67.0

Greece B- 26.4 1.6% 1.4% 3.0% -0.2% 23.6% 1.0% 9.9% -7.7% 5.6% 179.4% -18.3

Spain BBB+ 36.5 2.4% 3.2% 2.7% 0.0% 19.6% 2.3% 22.4% 0.2% 1.6% 99.4% -16.0

Austria AA+ 51.1 1.8% 1.3% 3.1% 0.3% 6.0% 2.1% 25.5% 6.4% 0.6% 84.6% -0.2

Cyprus BB+ 32.8 3.1% 2.9% n/a 0.3% 13.1% 0.7% 10.7% -11.9% n/a 110.5% -4.0

Rank 9 2 4 12 8 7 5 10 3 4 14 6

BENCHMARKING POLAND TO PERCEIVED PEERS AND SA

Poland is an attractive investment environment based on macroeconomic fundamentals relative to its peers and SA

Commentary

Investment

grade rating

with stable

outlook

Still relatively

small in

comparison

with peers

Poland

expects one of

the highest

GDP per

capita growth

rates

High level of

real

consumption

growth bodes

well for the

economy

Attractive

personal

disposable

income relative

to more

developed

markets

Contracting

population

expected

Falling

unemployment

rate due to

increased

labour market

shortages

Positive CPI in

line with EU

targets

Savings rate

below that of

most peers

Increased

borrowings

ability in

Poland leading

to enhanced

development

Higher than

most peers

Lowest level of

debt to GDP

as compared

to its peers

Positive trade

balance

supported by

increased

exports

Note: (1) Germany included given its importance to Poland

Sources: Economic Intelligence Unit; Thomson Reuters

1

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Poland’s strengthening trade position (in particular exports), steady GDP growth and infrastructure investment bodes well for the economy

Top Polish exports include high value products such as: automotive parts, cars, furniture and passenger and cargo ships

Automotive parts and components manufactured in Poland are highly respected in Europe, driving growth in the value of exportsand foreign investment

Between the years 2000 and 2007, exports in the independent automotive market increased by 27%, and in the following seven years by a further 31%

China / Polish relations continue to strengthen

- Poland recently issued a Chinese currency denominated bond diversify its funding sources

- Direct cargo train line between Chengdu, China and Lodz, Poland

- The new silk road route is set to run through Poland enhancing accessibility and could potentially increase trade activity

Well developed road

infrastructure with good

cross-boarder connections

via motor-ways running

through Poland’s main cities

Poland is located on the

overland “Belt and

Road” routes from China

to Europe and could be a

pivotal trade gateway

between the European

and Asian continents

POLAND IS IDEALLY LOCATED FOR EXPORT TRADE

Poland is the 19th (SA is 33rd) largest export economy in the world, with the EU accounting for 60% of all exports from Poland in 2016

27%

7% 7% 6% 5% 4%

45%

Germany UK Czech Republic France Italy Netherlands Other

Sources: Economic Intelligence Unit

Good infrastructure easily connecting Poland to Europe and Asia Poland’s largest trading partners in terms of export sales (2016)

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2005-2006 2007 2010 2011 2015

Evolution of Polish politics

Poland admitted into the

European Union

Coalition government

(PiS/SDP) in place with stable

political environment

Coalition fails new coalition

formed (PO/PSL) with

stable political environment

New presidential election

held, won by PO party

Prime mister resigns to

become the president of the

European Council

New prime minster appointed

Stable political environment

continues

Elections held with PiS

winning outright majority for

the first time

Policy reforms start to be

implemented

In July 2017, Poland’s upper house ruled that government should have de facto control of the country’s supreme court justifying the decision as a reform to speed up judgments and

break the grip on the legal system of a privileged caste of lawyers and judges

The legislation appears to compromises judicial independence and undermined confidence in the rule of law free from political interference. Furthermore, the decision was in direct

defiance of the EU which explicitly opposed the measure

The rule is not yet signed into law and has been met with hard opposition through nationwide protests prompting President Andrzej Duda to state that he will veto two of the three

proposed laws (allowing one in relation to the appointment of the heads of Poland's lower courts)

The next parliamentary election is scheduled for 2019; the next presidential election is scheduled for mid-2020

The current political status has not appeared to deter foreign investment nor has it hampered economic growth

Poland’s strong macroeconomic backdrop should prevent fiscal slippage, with the budget deficit expected to remain below 3% of GDP in the short term

The governments proposed dismantling of Poland’s highest court led to some straining of relationships with the EU / US but reasoned Presidential oversight in response

to severe public backlash has softened the impact on trade relations

President

Prime minister

Lech Kaczynski

Jaroslaw Kaczynski

Lech Kaczynski

Donald Tusk

Bronislaw Komorowski

Donald Tusk

Bronislaw Komorowski

Ewa Kopacz

Andrzej Duda

Beata Szydio

Law and Justice Party (PiS) Civic Platform Party (PO)

POLAND’S POLITICAL OVERVIEW

Some political instability through recent government proposals with some comfort in harsh response from Poland populous

Strong and independent central bank continues to bolster economic stability and provides investor confidence

Recent political developments

BBB+ (positive) A- (stable) A- (stable) A- (stable) A- (positive)

Key :

Sovereign rating (S&P)

BBB+ (positive)

Current sovereign rating (S&P)

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Poland as a real estate market has been characterized in recent years by

increasing investment and liquidity with some yield compression across sub-

sectors

Foreign investors represent the vast majority of the investment volume at 98%

with 40% from South African investors in 2016 although largely into multi-

tenanted retail assets

The market has been supported by sound economic fundamentals including a

prudent fiscal position and robust consumption with supportive monetary

policies – the country managed to avoid recession during the financial crisis

due to low levels of consumer debt and limited austerity applied by the lowly

geared fiscus

While there are some views that rates locally may rise to stabilize the return to

inflation, record low rates prevail supporting ongoing investmentSource: Colliers International, AR 2017

Source: Colliers International, AR 2017Source: Trading Economics / National Bank of Poland

%

POLISH REAL ESTATE MARKET OVERVIEW

Poland – a growing and supported real estate market

Total investment in the real estate sectorInterest rate history

Prime net initial yields by sub-sector

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Share of market%

20%

12%

10%

8%

8%

Other investors 42%

The investment market in Polish industrial assets has grown significantly over

the last five years trebling in size compared to the average volumes between

2004 and 2011, resulting it becoming the dominate industrial and logistics

market in the region

Poland is a transparent market given the international developers and owners

operating within the country (Poland and SA ranked 24 and 74 respectively for

ease of doing business by the World Bank)

Warsaw demands one of the tightest initial yields on prime assets compared to

other CEE capital cities with the inner city demanding a substantial rental

premium over the assets in more regional locations

14 deals were recorded in 2016 totaling gross proceeds of €769m (six

portfolios, one platform and the balance in small and medium-size assets)

The largest buyers of assets in 2016 included:

Market share of existing warehouse space ownership in Poland

8.3

9.5

9.0

8.5

10.0

7.5

8.0

9.8

11.0

6.5 6.3

8.3

7.8

9.0

Warsaw Prague Budapest Bratislava Bucharest Sofia

2010 2014 2016

INDUSTRIAL AND LOGISTICS REAL ESTATE SECTOR

Regional markets gaining prominence as supply constrains the main central hubs

CEE Real Estate Investment Compass 2017; Colliers International

Source: JLL, Poland’s Industrial Market in 2016, February 2017

Source: JLL Report, H1 20017 warehousefinder.pl

1

Note: (1) Developed the portfolio APF is acquiring

Prime capital city industrial and logistics yields (%)

Industrial investment volume & prime yield

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EUROPEAN CPI

Historic CPI and forecast CPI where available

Source: EIU

1.6% 1.7% 1.8% 1.8% 1.9%

1.3%1.5% 1.6% 1.7% 1.8%

-1.00%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

10.00%

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017F 2018F 2019F 2020F 2021F 2022F

EU CPI Euro Area CPI Harmonised CPI (HICP)

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CAPABLE, EXPERIENCED AND ENTREPERNEURIAL LOCAL MANAGEMENT

PATRICK KIRWAN

Executive Director, BSc. MRICS

Hands on development, acquisition

and asset management experience

Significant local knowledge,

experience, networks and relationships

Highlights

Previous employers

Rendeavour (Deputy CEO), Newland Estates (MD), Ofer

Bothers-largest Israeli family office (Head of

development), JLL (Associate Director)

Activity highlights

Acquired, developed and managed over €1 billion of

commercial real estate in CEE

28 years of experience in commercial property (18 years

in CEE, 3 years in Africa & 7 in UK)

Marquee transactions and experience

Developed and managed in excess of €800 million

mixed use portfolio on behalf of Ofer family (35% IRR

achieved) including 3 shopping centres, General Electric

and Unilever Headquarters and 3 leading hotels

Developed and managed €180 million single tenant light

industrial portfolio with Newland Estates (4x equity

multiple achieved & 33% shareholder) including first

modern logistics buildings in Hungary and Romania

Acquisition and management of West African land

portfolio (Rendeavour) from $50 million to $330 million

(7x equity multiple & 3.5% shareholder)

Established CEE retail advisory and valuation

departments for JLL in CEE (1996-1998)

CEE portfolio valuer on behalf of CA Immo (largest

Austrian exchange listed company)

CHARLES BELLHOUSE

Executive Director, BA Hons. MA MRICS

Hands on acquisitions, disposals and

international tenant relations experience

Significant local knowledge, experience,

networks and relationships

Highlights

Previous employers

Victorios KFT, Cushman and Wakefield KFT

Activity highlights

Concluded €1.5 billion in transactions in Europe

13 years of experience in property market

Marquee transactions and experience

Retained #1 market position while at Cushman and

Wakefield throughout tenure

Grew the capital markets team into surrounding regional

markets

Acquisition of Hornbach Retail Warehouse in Vienna (return

of ca 14%) and acquisition of GE Power warehouse in

Poland (return of over 10%)

Forward funding of Rabobank HQ in the Netherlands (return

of over 10%)

Acquisitions of Bank Pekao’s CEE HQ in Warsaw (return of

over 10%) and H&M’s CEE logistics warehouse in Poznan,

Poland (return of over 12%)

Advised a seller on the most successful shopping centre sale

in the Budapest market (Campona Shopping Center, valued

at €80 million, sold for €115 million)

NICHOLAS APLAS

Finance, Treasury and Risk

Significant Finance, Treasury, Reporting,

and Risk management in Europe and Asia

B.Com, PGDF, CA (SA)

Highlights

Previous employers

IKOS Asset Management, Old Mutual PLC, Interoute

Telecommunications, A.T. Kearney, Arthur Andersen

Activity highlights

Corporate finance manager and COO for IKOS Asset

Management

Corporate financier during Old Mutual’s £4 billion hostile

cross-border takeover of Skandia AB

Marquee transactions and experience

As group treasury manager project managed the

centralisation of corporate treasury functions across

European operations

Set-up and ran the finance and risk function for the new

business unit as head of finance & risk for Asia-Pacific

Project managed and facilitated finance related projects at a

group level in a finance development manager role

Prepared a business case and financial model for the

redevelopment of a newly acquired hotel & golf resort in

Surrey

Performed external, internal and forensic audits of large and

medium sized companies

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