nigeria real estate investment trust
TRANSCRIPT
1
Nigeria Real Estate Investment TrustInvestor Presentation
July 2020
2
I. Executive SummaryII. Market OpportunityIII. Portfolio ConstructionIV. Key Fund TermsV. Appendices
I. Biographies
II. Market Conditions
III. Nigerian REITs
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Executive
Summary
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Fund Overview1. Nigeria Real Estate Investment Trust (“NREIT”) is a listed Nigerian real estate investment trust denominated in Naira and focused exclusively on the Nigeria real estate market
2. NREIT has a N100bn programme approved by SEC and is targeting N20bn in Series 1; it is a Shariah compliant product allowing all Nigerian investors to participate
3. Current market environment is driving market evolution towards CHD’s long-term rental and asset price expectations
• Supply and demand dynamics have, and continue to drive down rental levels from unsustainable levels previously
• Attractive entry point for new market participants exists today, with good long-term fundamentals for high quality, A-grade assets
• Best quality corporates / tenants still require premium space for their businesses to operate
4. Sector and asset focus is critical to success – commercial (office, retail, industrial) better positioned for long-term returns than residential and hospitality
5. NREIT is differentiated from existing and potential products in the market
• NREIT is raising third party capital to invest in the best quality assets in the market, with no legacy or related party conflicts
• We are not raising capital to buy a portfolio that we currently manage
• Listed from inception, providing liquidity from day 1 and a quarterly distribution (in-line with NIDF)
• Strong governance with clear alignment between CHD as Fund Manager and investors (including a 5% CHD investment in Series 1)
• Only fully Shariah compliant real estate product in the market
6. Offering a consistent 20%+ total annual return including a 10% annual cash yield through quarterly distributions
7. The offering proceeds will be invested in:
• Yielding real estate assets
• The office and retail sectors with a diversified mandate (so can do other sectors selectively)
• High quality, long-term, corporate tenants
• Shariah compliant assets (REITs are typically Shariah compliant but NREIT will have a formal Shariah Advisor, Lotus Financial Services)
8. Attractive pipeline of over N1 trillion has been identified, with a tangible near-term pipeline of over N120 billion of assets for the initial capital raised, where Chapel Hill Denham are in various stages of discussions
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NREIT’s Investment Strategy
Scale and diversification
› Multiple capital raises to deliver scale and diversification
› Targeting multiple sub-sectors including office, retail, industrial and specialist areas like student housing, data centres, mobile towers
› Shariah compliant investments
Income› Focus on rental yield
› Seeking high quality earnings
Protection› Owning high quality assets provides not only an inflation hedge but
protects against a market downturn
Growth
› Contractual escalations driving income and capital growth
› Opportunities exist to reposition real estate, or
› De-lever assets and portfolios to extract value
Currency› Think in NGN, invest in NGN, returns in NGN
› USD income stream is a positive, but USD costs are a ‘killer’
Yield › >90% of net income to be distributed quarterly to unitholders
Geography› Nigeria focused
› Targeting prime locations
Clearly Defined Investment Strategy Potential Investor Benefits
Principal preservation› Strong physical asset base
› >80% of the portfolio to be in yielding assets
Substantial current income › Contractual rental payments on a periodic basis
Access to property with minimal outlay
› Ability to invest in large commercial real estate assets
Low / controlled gearing› Low gearing (<25%)
› Gearing only used to bridge new capital raises
Portfolio diversification › Provides a diversified return
Liquidity› Easy to buy/sell units on NSE
› Scale will create true liquidity
Capital gains › Gains received as NREIT owns the assets
Inflation hedge› Real estate is a ‘store’ of wealth and provides a hedge
against economic downturns
Strong corporate governance› Embedded, forever, in the Trust Deed
› Shariah compliance ensures strong, ethical investments
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NREIT ReturnsLong-term return characteristics NREIT returns – 20%+ total annual returns for investors
7.2
3.1
6.1
4.3
7.40.8
REITs Stocks Bonds Inflation
Income return Price return
11.9
10.6
6.9
REITs have delivered strong absolute and relativereturns in low and high inflationaryenvironments. REITs are an independent assetclass, with attractive risk return characteristics –REITs are often referred to as “growing bonds”
NAREIT* US returns 1972-2017 (45 years)
Entry yield is driven by NREIT’s asset manager, CHD’s, expectations of income and value
>90% of net income to be paid in distributions quarterly
Rents increase with inflation and, assuming the same cap rate as at acquisition, the value of the property grows with inflation
Annual contractual rental escalations grow both income and capital
Active asset management e.g. filling empty space, managing costs etc increases the numerator (income)
Portfolio theory tells us that a larger portfolio reduces investor risk because of diversification
Multiple capital raises in the vehicle will enable NREIT to achieve scale, diversification and increase liquidity
Cap (capitalisation) rates in Nigeria are on average in double digits: low double digits for prime office with high quality tenants and low to mid teens for other sub-sectors
Inflation
Asset management
Scale and diversification
Entry yield
e.g. 10% cap rate
10%Net rentalValue
10100
Rent escalations +8%
18%8%10%
Asset mgmt +5%
23%5%18%
Cap rate falls to 9%
Portfolio increases in value + 10%
4.0
* National Association of Real Estate Investment Trusts in the United States
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NREIT Shariah Compliance
Most REITs are Shariah compliant
and are represented in Shariah indices
REITs are equity investments with high dividend yields, low leverage, and are fully invested: naturally Shariah
Shariah investments maximise the addressable investor base and so CHD decided to make NREIT Shariah-compliant
Leverage levels (<25% gross assets) in keeping with Shariah principles, however, no leverage envisaged
Investment focus on office, retail,
industrial, etc in keeping with Shariah
principles
CHD managing in partnership with Lotus as Shariah
Adviser
Cash prior to investment and
residual cash to be held along Shariah
principles
› Establishing Shariah guidelines / framework that NREIT
can adhere to and updating these guidelines periodically
as required
› A review of assets and tenants, including site visits to
ensure Shariah compliance prior to an investment by
NREIT
› Obtaining and renewing an annual Shariah certificate for
NREIT
› Providing oversight and advice to ensure ongoing
compliance of NREIT with Shariah requirements in Nigeria
› Providing an annual Shariah report detailing the Shariah
performance and compliance of NREIT
› Providing Shariah expertise/guidance on all matters,
particularly in documentation, structuring and investment
instruments, and ensuring compliance with relevant SEC
rules and also resolutions issued by the Shariah Adviser
Shariah Adviser Responsibilities Shariah Compliance Shariah Certificate
REITs require little modification to be Shariah-compliant: key areas are investment of cash and avoiding tenants engaged in specific types of non-compliant activities – e.g. alcohol
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NREIT SummaryDiversified, Shariah compliant portfolio ensures the REIT’s results are not dependent on the performance of a single asset
Multiple capital raises will allow creation of scaleNaira fund, listed on the NSE with a large pension fund investor base and attractive to international investors and Nigerian retail, alike
Financial reporting to be timely and precise allowing investors full disclosure of performance
Best-in-class governance standards with strong external advisers
No related party issues to cloud decision making NREIT has an approved shelf
prospectus for a programme to issue N100 billion of units
NREIT can use its equity currency to grow its operational assets. >80% assets to be operational Leverage to be less than 25%
of gross assets8 BROAD STREET APPROACH
Diversified
Platform for growth
Well defined acquisition
strategy
NREITmanaged by
Low leverage
Strong governance
Financial transparency
No related party issues
Scalable, listed and liquid
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Strong Team and LeadershipNREIT Investment Team NREIT Investment Committee
NREIT AdvisoryBoard Members
Guillaume RouxIC member, NREIT
Philip Southwell, FCAIC member, NREIT
• 25 years working in emerging andfrontier markets with Deutsche Bank,EFG-Hermes and Bank of America MerrillLynch
• Executed numerous transactions inemerging markets across a wide rangeof sectors
•Has advised on over US$10 billion of realestate capital raising transactions
•Chairman of Nigeria Infrastructure DebtFund
• Experience of executing over US$5billion worth of Shariah transactions andproviding Shariah advisory services toclients
Erejuwa GbadeboIndependent IC Member
•30 years experience as a Registered andChartered Architect in the UK andNigeria
•Managing director of Alpha Mead RealEstate Partners, Nigeria
•Also managed Cluttons Nigeria and BrollNG
•Graduate of the University of Jos andMBA from Henley Business School
Edem LasseyInvestment
Director
• 16+ years of experience including working at Goldman Sachs andInvestec Asset Management
• Over a decade of investment experience across the African continent
• Previously developed a direct, pan-African, income focused real estateinvestment strategy, which raised US$90 million from institutionalinvestors
• Has managed a large portfolio of A-grade commercial real estate assetsin Nigeria
Bolaji BalogunIC Member, NREIT
NREIT Advisory Board Members are all non-executive
Membership to include:
• Trustee as Chairperson
• 2 representatives of the PFA community
• 1 representative of the cPFA community
Further Advisory Board members can be added, if required
• Founded Chapel Hill Denham in 2005
•Completed over US$50 billion oftransactions in the region
•Co-founder and Director of EconetWireless Nigeria, now Airtel Nigeria,which was sold for US$1.67 billion toCeltel in 2005, Nigeria’s single largest,successfully exited, private investment
•Constructed and managed a real estateportfolio of in excess of US$150 millionin Nigeria (through Tango Properties andPrimrose Properties)
• Provided advisory services to leadingNigerian real estate companies
•Chairman of Lafarge Africa Plc
•Highly experienced CEO. Spent 10 yearsserving on the Group ExecutiveCommittee at Lafarge
•Lived and worked in Europe, Africa, US,Middle East and Asia
•Architect of Lafarge’s internationalpower business
•Track record of building and leadinghigh-performing, culturally-diverseteams
Mumeenat Babs-Animashaun
Senior Associate
• 5+ years experience in investment banking at Chapel Hill Denham andFBNQuest Merchant Bank. MSc. Finance and Business Economics fromAlliance Manchester Business School
Kehinde IbrahimAssistant Vice
President
• 12+ years of investment management experience at Chapel Hill Denhamand Meristem, managing portfolios for institutional clients acrossdifferent asset classes including real estate
• CFA charterholder
Additional HireInvestment Officer
• Experienced real estate investment professional identified
Operational Professionals
Core Investment Team
Oby UgbomaHead: Risk and Compliance
Significant real estate investment and management experience, with core team working together since 2016
Oversight of operational risk of NREIT
Oversight of accounting and reporting team
Legal support alongside external legal counsel
Abidemi OniHead: Finance
Aramide Oyeneyin Head: Legal
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NIDF Return Performance
0.60
4.00 4.004.05 4.40
4.05 4.20 4.22 4.344.70
4.39
3.57
2.70
0.00
2.00
4.00
6.00
8.00
10.00
12.00
14.00
100.00
120.00
140.00
160.00
180.00
Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20
Cash distribution (NGN/unit) Total value (NGN) NAV (ex-distribution)
NIDF Total Returns since inception: 78% (assuming reinvestment of distributions)
Quarterly compounded cash return: 16.3% (TTM)
Annualised Cash Yield on NAV: 15.0% (TTM)
78%
Chapel Hill Denham already manages a “REIT” in Nigeria – the Nigeria Infrastructure Debt Fund – and the returns generated show that a clear purpose + strong governance can achieve good investment returns
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Market
Opportunity
12
Key Drivers of a Real Estate Market
Economic growth
Job market Demographics Urbanisation
Occupancy rates and rents Availability of
financeInterest rates and inflation
FX
Key macro driver that determines REIT growth.
An uptick in GDP supports REIT fundamentals with increasing business growth
Nigeria has 75m people in employment but less than half that figure in formal employment.
As formal employment grows, huge opportunities are realised for REITs
Nigeria’s population is growing incredibly fast and is forecast to be the #3 most populous country globally after India and China
REIT opportunities are not exclusively urban but urbanisation is a massive driver of demand
Higher occupancy and rising rents are the most immediate sources of revenue growth
The availability of (i) long-term finance and (ii) attractively priced finance is a huge driver of capital growth.
Nigeria is at the starting gate in relation to developing long-dated NGN real estate finance
Rising interest rates put financing and rentals under pressure.
Nigeria is ‘insulated’ from these issues having operated with double digit inflation and high interest rates for a long period of time
Currency mis-match creates huge volatility in returns.
NGN rental income and USD real estate finance is a killer in a devaluing scenario.
Cost effective NGN denominated debt is necessary for Nigerian REITs
Strong long-term real estate fundamentals exist in NigeriaInvestment opportunity continues to grow as bottlenecks to market efficiency are
addressed
13
Sizeable Investment Universe ExistsInvestible universe of over N1 trillion already identified, with an attractive current market entry point
Note: Mixed includes student housing and mixed use properties
GeographySector Timeframe
Near
Medium
Long
› Pipeline has an average transaction size of N14bn for
high quality commercial assets
› Asset pricing is rational and sustainable for larger assets
› Different sellers exist, with differing objectives for the over
N 1 trillion of NREIT pipeline assets identified
› Includes local and international sellers
Property value
Price m2
Pricing for property <c.N2.5 billion is far less predictable because of a large universe of potential buyers; &, behavioural dynamics
Pricing for property >c.N2.5 billion is more efficient with
the universe of players concentrated in specialist
players
Real Estate Companies
Financial SponsorsCorporates
Other
HNWI
Sellers exist Av pipeline asset size (Nbn) Asset size and pricing implications
VI
IkoyiLekki
Ikeja
Other Lagos
Various / Nationwide
Secondary Cities
Abuja
-
5
10
15
20
Office Retail Logistics Mixed Total
Office
Retail
Logistics
Mixed
14
Sub-Sector Overview
Hospitality Residential Student accommodation Industrial Retail Office
› Likely to be adversely impacted over mid-term with limited business and tourism travel expected
› Potential to be adversely impacted over mid-term; demand may take some time to recover
› Rentals expected to soften as demand softens across the residential market
› COVID could potentially impact near-term demand, however tenants typically pay a year in advance upfront
› Tertiary education institutions expected to be operational before the next educational year, so limited impact expected
› Remains a small sector with limited A-grade assets
› Still opportunity for owners to look for liquidity in their portfolios
› Long tenor leases –A-grade tenants will continue to need their real estate facilities over the long term
› Anchor tenants and larger tenants expected to withstand current operating environment
› Poorer quality malls in B-grade locations will be more adversely impacted than premium assets
› High quality, A-grade demand still solid
› Rentals and asset prices declining to more sustainable levels, in-line with CHD expectations
› Softening of demand from SMEs expected to impact lower quality assets
› A-grade rentals to become more affordable for tenants
Re
nta
ls /
Cap
Rat
es •CHD view was that rentals and asset prices
would decline
•COVID-19 will accelerate the adoption of market sustainable pricing
Gra
de
A •Lack of high quality, grade-A assets mean that these assets will continue to outperform
Co
mm
erc
ial
•Commercial sectors: office, retail, industrial are far better placed than residential and hospitality
NREIT Sector Focus
Increased focusMarket Commentary
Sector Overview
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Near-Term PipelineSub-sector Location Transaction Type Size N bn Description
Prime office Lagos Secondary market 7 Large office building with A-grade tenants. Aim to acquire majority stake
Prime office Lagos Secondary market 20 Acquisition of a majority stake in prime office asset with key tenant on a long-term lease
Retail Lagos Recapitalisation 17 Acquisition of retail asset in Lagos with high quality tenants. Asset with US$ debt with need to de-leverage
Retail Lagos Primary and secondary market 9 Investment in income producing retail asset; structured to potentially provide preferential access to pipeline over time (as assets are completed)
Retail National Secondary market 21 Portfolio of retail malls across Nigeria in core nodes. Assets with US$ debt with need to de-leverage
Retail National Secondary market 19 Portfolio of retails malls in Nigeria with good quality tenants
Student Accommodation
Various Primary and secondary market 5 Platform investment in specialist student housing opportunities across Nigeria. Initial investment will allow for future investments over time
Logistics Lagos Secondary market 2 Opportunity to acquire a prime distribution asset with high quality tenant
Prime office Lagos Secondary market 9 Acquisition of majority stake in prime office asset
Prime office Lagos Secondary market 5 Acquisition of attractive office block with high quality anchor tenant on a long-term lease
Retail Abuja Secondary market 5 Opportunity to acquire retail asset with strong anchor tenant
Retail Lagos Secondary market 5 Opportunity to invest in income producing retail asset in Lagos, with good long-term tenants
TOTAL 124
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Portfolio
Construction
17
Diligent Approach to InvestmentArea Comment
Origination
• Existing ecosystem within NREIT / CHD in place to find real estate investment opportunities
• Multiple market entry partnerships, referrals
• Utilise strong origination networks built and cultivated over years as practitioners in Nigeria, in real assets
• Existing ‘oven ready’ pipeline in place
Database management• All real estate investment opportunities recorded on the NREIT database
• Track key competitive funds
Risk management• In addition to technical, commercial and legal due diligence, we will also leverage the influence of our networks which have been proven to
be effective in assessing risk
Execution• Rigorous approach to due diligence
• Mandate external firm(s) to assist due diligence
Asset management
• Buy and hold strategy supported by the listed investment vehicle structure
• Post investment stage, there will be a robust monitoring framework to ensure early detection and remediation of non-performing tenants
• Key relationships with property managers
• Diversification hugely important
Portfolio construction• Significant number of investment opportunities
• Expectation of follow-on investments given the N100 billion programme that SEC has approved
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Primary Investment CharacteristicsSector
Primary focus on office and retail
Location
Prime locations initially in Lagos and Abuja
Currency
No US$ debt but comfortable with US$
income
Occupancy
Acquire the building but “buy” the occupancy. Zero value for unoccupied space
Credit quality
Strong focus on corporate tenancies not residential or
SME
Inflation
Ensure escalation clauses are within the tenancy contract
Assumed rental income
We take into account contractual revenue and
then apply our market view
Tenor
The longer the tenor, the higher the quality of the
agreement
Property manager
Ensure the building has high quality management
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Value Optimisation MechanismsDiversified WAULT Development risk
› Own a truly diversified portfolio designed to limit volatility and allocate capital across sectors
› Actively manage assets to sustain relatively long WAULTs (weighted average unexpired lease term) and high occupancy rate
› Limit development risk and impact on income through a staged and pre-let development approach
1 2 3
Specialise
› In-house specialist asset managers and experienced operational partners with aligned interests remain key to delivering continued progress
4
Enhancement Sell low-growth assets Indexation
› Continuously enhancing our portfolio income characteristics and improving our exposure to locations and sectors supported by strong occupier demand
› Actively recycle low-growth assets where business plans have been successfully executed and value creation maximised
› Maintain our ability to capitalise on increasing inflation rates, with a large proportion of income either indexed or exposed to robust service income
4 5 6
Platforms
› Target high yielding developments and leverage our scalable operational platforms
7
Long-term finance Currency Turnaround
› Sourcing long-dated finance creates the opportunity to extract value from the underlying asset
› Avoid any exposure to USD costs› Seek the opportunity to lock-in USD rental
income streams but where the tenant’s operating currency is in USD and it has the ability to service
› Opportunities exist to acquire very successful assets with poor capital structures &/or governance
› With control, we can reposition these assets
9 10 11
Efficient Capital structure
› Focused on strengthening the balance sheet by mitigating refinancing risk and efficiently reducing leverage
12
20
Governance StructureChapel Hill Denham creates strong, stable, well-governed, operating structures
NREIT Fund Vehicle
Investor 3
Investor 4
Investor 2
Investor 1
Advisory Board Trustee
Custodian
Asset 1 Asset 2 Asset 3 Asset 4 Asset …
Auditor Valuation Agent
Property Management Team – inc. Ubosi Eleh
Asset Management Team
Investment Committee
Legal
Investors Stanbic IBTC
KPMG Joe Akhigbe & Associates
Citi Aluko & Oyebode
Shariah Adviser
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Developmental Impact of NREITNREIT has the potential to have a significant developmental impact on real estate in Nigeria
YIELD
To provide unitholders regular, sustainable income
CAPITAL PRESERVATION
To make investments offering a high degree of inflation risk
DIVERSIFICATION
To expand and diversify the investment portfolio, over time, for better risk
management and offer an additional asset class for investment
GREEN PROJECTS
Focus on LEED® certification for new development projects and create Nigerian
assets to join the more than 94,000 projects in over 165 countries and territories with LEED
certification
ENVIRONMENTAL MANAGEMENT SYSTEMS
Ensure policies and procedures in place to govern operations, tools and platforms to
collect, monitor and manage environmental data, and processes to evaluate and mitigate
negative impact
HEALTH & SAFETY
Policies and practices related to occupational health of employees. E.g. metrics related to employee injuries, absentee rate, fatalities,
lost-time injury frequency, and lost days, etc
DEVELOP CAPITAL MARKETS
Create NGN liquidity and grow the addressable investor base by listing on the Nigerian
stockmarket and eliminate FX risk by financing in NGN
RELEASE TRAPPED INSTITUTIONAL CAPITAL
Once a project is finished the capital structure and ownership structure need no longer be
the same as at the dev. stage. We help sponsors recycle capital into new projects,
creating jobs in the process
CREATE SHARIAH PRODUCT
50% of the population in Nigeria is Muslim but they have access to very little Shariah product.
REITs are a ‘natural’ product for Shariah investors
RECYCLE CORPORATE CAPITAL
Every company is a real estate company with operations in finance, or retail, or
manufacturing, etc as there is no existing long-term institutional owner of real estate.
Companies can release capital and reinvest in their core business
IMPROVE QUALITY OF STOCK & SKILLS
By allowing developers to recycle capital for high quality product it encourages them to
continue investing and create more product at the standards (inc. LEED) that NREIT requires
NREIT has meaningful developmental potential which can be harnessed to
improve real estate in Nigeria
22
Key Fund Terms
23
Key Terms
KEY
TERMS
Term Detail
Company NREIT (Nigeria Real Estate Investment Trust)
Investment Manager Chapel Hill Denham, with a track record of delivering returns in real assets
Structure Closed-ended unit trust domiciled in Nigeria. In-line with the US$2 trillion global REIT market
Gearing Borrowing not to exceed 25% of gross assets. BUT no borrowings anticipated
Dividends >90% of net income to be distributed on a quarterly basis. Minimal cashflow to be retained
Distributions Quarterly distributions to unitholders. Positive for compounding
Investment Adviser Fee 1.50% of the market value of the NREIT, not book value. Aligns manager and investors
Investment Adviser Performance Fee None – further aligns manager and investors
Listing Nigeria Stock Exchange; Naira fund offering Naira returns; Listing in-line with best practice and creates liquidity
Initial Portfolio As identified in the pipeline, offering high quality A-grade assets
Target InvestmentsShariah compliant investments across office, retail, industrial sectors, and specialty sectors. Target sectors provide best income visibility and risk adjusted returns in a nascent REIT market
Initial Public OfferingInitial offering of N20 billion to acquire prime real estate assets. Raise small amounts frequently to create scale, diversification and to drive returns for investors
Shelf Prospectus Shelf Prospectus for N100 billion approved by SEC to allow for the creation of scale and diversification
Investment Manager Rating “A” by Agusto and “BBB” by GCR - Experienced Nigerian investment manager with strong ratings
Trust DeedThe Trust Deed meets domestic market requirements and international market norms, with strong governance and oversight mechanisms in place
Investment Adviser Commitment CHD will invest 5% of Series 1 - aligns manager and investors, in-line with global best practice
Shariah CompliantShariah compliant fund with Lotus Financial Services as Shariah adviser - Improves long-term governance and sustainability of NREIT, and makes the product available to a wider universe of potential investors
24
Appendices
25
Biographies
26
Founder Team – Depth and MaturityEDEM LASSEY
Edem is a Director for Real Estate at Chapel Hill Denham and has over 16 years of investment and structuring experience in Europe and Africa,across a range of sectors including real estate, FMCG, infrastructure, retail, telecoms, agriculture and building materials. He started his careerin the investment banking team at Goldman Sachs, London, where he provided deal advisory support to companies like BHP Billiton, WPP,KKR, Unilever, AstraZeneca and Blackstone in M&A transactions and capital raising initiatives.
Edem joined Investec Asset Management in 2010 in Cape Town and was initially part of Investec’s Frontier Markets investing strategy, wherehe was responsible for making equity investments into businesses across industries in Africa, including investments in Nigeria, Ghana, Kenya,Zimbabwe and Egypt. This included an early stage US$40 million investment into a pan-African, income focused telecom towers business,where the business has subsequently grown to become the leading telecoms tower business in Africa today.
Edem subsequently focused on the development of a direct pan-African real estate focused investment strategy, which raised US$90 millionfrom institutional investors whilst he was at Investec. This comprised establishing the investment strategy, fundraising and identifying pipelineopportunities. The strategy has subsequently raised over US$200 million.
More recently, Edem has been a consultant to real estate players across the African continent. Some of Edem’s recent real estate experienceincludes operational management services and capital restructuring/strategic advisory services to a leading real estate business in Nigeria witha portfolio of A-grade commercial real estate assets in core cities in Nigeria, and providing strategic advisory services to a leading real estatebusiness in Southern Africa with a portfolio of A-grade commercial real estate assets.
Edem holds a MEng. in Information Systems Engineering from Imperial College in London, UK. He is married and has a daughter.
27
Founder Team – Depth and MaturityBOLAJI BALOGUN
Bolaji is Chief Executive Officer of Chapel Hill Denham, Nigeria’s pre-eminent investment banking firm which he founded in 2005. He is one of the leading dealmakers by volume and value of successfully completed transactions in Nigeria over the last decade and is widely regarded as the most trusted corporate financier inNigeria. Bolaji has 30 years of experience in financial services and mobile telecommunications. Since 1990, Bolaji has worked in an advisory capacity with most ofNigeria’s and some of Africa’s leading multinationals, entrepreneurs, family-owned businesses and government agencies, completing over US$50 billion oftransactions in the region. He has also worked with all the major private equity and other investment groups investing across Africa, creating both deal flow andexits in a number of complex situations.
Bolaji has worked with clients on the financing of several real estate projects across Africa. His experience includes, but is not limited to, advisory and fund raisingfor multiple developments by Primrose Development Company in Nigeria and Ghana, advisory services to South Enegyx Limited on the development of Eko Atlantic,advisory services to Persianas Limited on the Palms Shopping Mall developments in Lagos, Ilorin and Park Mall in Enugu, advisory services on the development ofSunrise Hills in Abuja, advisory services to UAC of Nigeria Plc on the restructuring of UACN Property Development Company Plc and the advisory services to TYHoldings, RMB Westport and Setraco Nigeria Limited on the development of Asokoro City Mall.
Through Tango Properties and Primrose Properties, Bolaji helped to create and manage a real estate portfolio of in excess of US$150 million in the Nigerian marketincluding many well-known office and residential complexes in Lagos.
In 2001 Bolaji was a co-founder and Director of Econet Wireless Nigeria, now Airtel Nigeria, which was the first major private infrastructure project in Nigeria. Heput together the consortium of investors and led the capital-raising and license auction process for Econet Wireless Nigeria’s US$285million GSM licence. Bolaji wasalso responsible for leading the US$740 million multi-currency financing for the mobile network rollout. Bolaji was the pioneer Chief Business Development andStrategy Officer and in late 2001 was appointed Chief Marketing Officer. The US$1.67 billion sale of Econet Wireless to Celtel in 2005 remains Nigeria’s single largestsuccessfully exited private investment. After the sale he left mobile telecommunications and founded Chapel Hill.
Bolaji‘s earlier career included 11 years within FCMB Group, in investment banking and securities trading, from 1990 to 2001. From 1993 to 2001 he was ExecutiveDirector and Chief Operating Officer at CSL Stockbrokers (part of FCMB Group). Bolaji was also an Executive Director at FCMB Capital Markets from 1996, where heled advisory teams in major corporate and commercial transactions.
Bolaji is currently Chairman of Lafarge Africa Plc and is a Director of Trust Fund Pensions Plc, one of Nigeria’s largest Pension Fund Managers, with US$1.5 billion inassets under management, where he also Chairs the Investment Committee. He was formerly Chairman of Nahco FTZ Limited and a Director of Nahco Aviance Plcand NASD Plc, the first OTC Market launched in Nigeria. He was appointed to the Johannesburg Stock Exchange Africa Advisory Board in September 2009 and wasChairman of the investment banking trade group, the Association of Issuing Houses of Nigeria, from September 2010 to July 2014.
Bolaji is an Economics graduate of the London School of Economics, University of London. He is married and has five children.
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Founder Team – Depth and MaturityPHILIP SOUTHWELL
Philip has a 25-year career in investment banking and principal investing, mostly focused on emerging markets in Asia, Middle East, Central Europe and also in Africa where he hasbeen operating continuously since 1998. He has deep management and operational joint-venture experience including hiring and building local market teams; acquiring operatinglicences and being the accountable head of regulated businesses in South Africa, Kenya, Nigeria, Egypt, Algeria; negotiating sale and purchase agreements and joint venturesincluding with Equity Bank of Kenya; and setting up greenfield businesses in Nigeria. He bought and built cross-product businesses in Algeria, Egypt, Nigeria, Kenya, Turkey, Russia,Hungary, Philippines and Lebanon and also built greenfield businesses in Saudi Arabia and Asia.
He has been the lead adviser on many African landmark transactions including: co-advising with Bolaji Balogun the Central Bank of Nigeria and Governor Sanusi on the restructuringof the Nigerian Banking sector and creation of AMCON; advising Standard Bank on its $5.5bn sale of a 20% strategic stake to ICBC; advising MTN on the $3.8bn acquisition ofInvestcom; leading the $700m sovereign-backed issue for the Angolan Transport Ministry; advising OCI on its $790m sale of Sokhna Port to DP World; co-advising Mansard’s PEowners on its sale to AXA; leading a capital raising for Sterling Bank of Nigeria; advising on the acquisition of Edgars; and executing multiple capital markets (equity and credit)offerings across Nigeria, South Africa, Kenya, Egypt, Tunisia and Algeria.
Philip’s investment banking career started in 1994 with Smith New Court (Merrill Lynch) and he then spent 13 years at Deutsche Bank (of which 5 were based in Asia) where he waspromoted into a variety of leadership roles for emerging markets including Head of Asia-Pacific for ECM; Head of Coverage for CIB EMEA; Board Director of DB Russia; Head of CIB forEastern Europe, Middle East and Africa; COO for CIB in EMEA. He then moved to Dubai firstly with EFG-Hermes as CEO of their GCC region, then with Bank of America Merrill Lynch asPresident, MENA region and ExCo member for Emerging Markets (ex-Asia) for all products, and was then recruited as CEO of Exotix Partners the specialist emerging markets firm,where he successfully deepened their local market teams and product breadth. During his Deutsche career, Philip chaired the global equity commitment committee and was amember of the loan screening committee for emerging markets.
Philip has advised on over $10 billion of real estate capital raising transactions globally for leading REITs and real estate businesses in Australia (Westfield Group, Lendlease),Singapore (Keppell Land), UK (Mapeley), Germany (Eurocastle), UAE (Emirates REIT), Saudi Arabia (Al Khazana, King Faisal Foundation) and Egypt (SODIC).
Philip’s role at Deutsche Bank covered responsibility for the Gulf Cooperation Council (GCC) region and, consequently, for setting up and managing its market leading Islamic Advisorybusiness. He helped establish a team supporting the issue of Shariah product and the bank invested alongside Russell Wood and Oxford Islamic Finance in taking a majority stake inDar Al Istithmar; at the time the leading Shariah adviser. For example, Philip advised SABIC on the acquisition of Huntsman in Europe and issued a US$1 billion murabaha to financethe transaction which, at the time, was the largest ever Shariah loan in the Saudi market. He also advised DP World on the acquisition of P&O and issued a convertible sukuk forUS$3.5 billion to finance the transaction which, at the time, was the largest ever sukuk. He issued a US$460 million convertible sukuk al mudaraba for Aabar Petroleum to finance theacquisition of Pearl Energy. He also led the DIFC’s sukuk for US$1.25 billion and issued a sukuk al ijara structure for Dar Al Arkan for US$600 million. He advised others includingIslamic Development Bank, Bahrain Central Bank, Apicorp, Gulf Finance House, Dubai World on Shariah issuance.
Currently Philip is active in the emerging market infrastructure sector, financing greenfield developments and refinancing operational, sovereign backed projects. In partnership withBolaji Balogun, Philip has designed, structured and launched a naira-denominated infrastructure debt fund which was listed in Nigeria in mid-2017. Philip is a Member of theInstitute of Chartered Accountants of England & Wales, graduated from Durham University and Eton College. He is married and has four children.
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Founder Team – Depth and MaturityEREJUWA GBADEBO
A registered and chartered architect with over 30 years’ experience in Nigeria and the UK, Erejuwa is also a charteredreal estate and property consultant, with over 11 years’ experience of working within Nigeria’s fast-paced real estatemarket.
In 2008, Erejuwa returned to Nigeria to join Broll Nigeria Limited as CEO, a position she held for 5 years, and duringher tenure, she repositioned Broll Nigeria from a little-known real estate firm, managing 2 main retail properties, intothe foremost, all-inclusive property services firm in Nigeria managing 6 retail malls, 2 schools, 3 residential estatesand over 20 commercial buildings in Lagos, Abuja, Enugu and Ilorin.
In 2014, Erejuwa first consulted for, then was appointed CEO, of the Nigerian subsidiary of Cluttons LLP, with themandate to grow that firm in the Nigerian real estate space. The oldest property services firm in the UK, Cluttons LLPwas also the first ‘foreign’ firm to enter the UAE real estate space. During its short stay in Nigeria, CluttonsInternational Ltd. grew to having four retails malls, one residential and one commercial property under management,plus consulted for large corporates in Nigeria.
In 2017, when Cluttons transitioned first into International Real Estate Partners and then into Alpha Mead RealEstate Partners, Erejuwa continued in her role as Managing Director / Chief Executive.
Erejuwa is a member of the Royal Institute of British Architects, the Royal Institution of Chartered Surveyors andholds an MBA from Henley Business School.
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Founder Team – Depth and MaturityGUILLAUME ROUX
Guillaume is highly experienced CEO with a successful track record of driving value from underperforming industrial businesses in mature andemerging markets. During his career at the $15bn public company Lafarge, including 10 years serving on the Group Executive Committee, he hasdeveloped extensive international skills having lived and worked in Europe, Africa, US, Middle East and Asia. Accustomed to dealing with extremebusiness, political and physical challenges, Guillaume has built productive relationships with complex networks of stakeholders. He has a trackrecord of building and leading high-performing, culturally-diverse teams.
As CEO of Lafarge Operations in Turkey in 1999, Guillaume successfully concluded negotiations with joint-venture partners to create a singleoperating management structure and a clear strategic vision. During a severe economic crisis, business results improved by 20%, moving frombottom of the market to a top three position within two years. Appointed to head the South East Asian operations in 2002 and promoted in 2005to the Group Executive Committee, Guillaume achieved a complete strategic repositioning through market consolidation and selective productioncapacity improvement delivering an aggressive growth and improvement plan for the Asian cement operations. EBITDA doubled between 2005and 2007 and continued to improve thereafter.
In late 2007, Guillaume was charged to lead the integration of the Orascom cement business during the financial crisis, a €13bn acquisitionpositioning the company as the clear industry leader in fast growing Africa and Middle East. In a complex political and economic context withvarious partners and stakeholders, the successful integration allowed new countries to become key contributors to the Group’s results (Algeria,Iraq, Egypt, etc.) In 2012 and 2013, Guillaume was tasked to develop and implement a new vision and approach to global support functions,combining an internal group of experts with external expertise as required. Country CEOs had the opportunity to access high profile professionalscombining expertise in their field with operational experience. They developed together tailored innovative savings and revenue enhancingprograms which delivered more value than expected while reducing overhead.
Appointed as CEO and managing Director of Lafarge Africa in the fall of 2013, on top of his Group responsibilities, based in Lagos, Guillaumeoversaw the creation of Lafarge Africa by consolidating three entities in Nigeria, two of them listed, with the large operation in South Africaresulting in a $3bn group, ranked sixth on the Nigerian Stock Exchange with the potential to reach $ 5bn in three years. Over the years, Guillaumehas been on numerous Boards of listed companies in the US, Malaysia, Philippines, Nigeria. He has served as member of the Honorary InternationalInvestors Council of the Nigerian President from 2007 to 2015. Currently, Guillaume sits on the Boards of Lafarge Africa and LafargeHolcimMorocco and advises on complex M&A transactions in emerging markets. He is a graduate from the Institut d’Etudes Politiques de Paris and ismarried and has four children.
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Market
Conditions
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Strong economic growth › Recession and stagnation Growth slowdownReal estate market dynamics
› Nigeria experienced economic growth and demand for real estate assets increased, leading to unsustainably high rental levels and asset valuations
› Investors wanted to keep hold of assets expecting further upside
› Significant further investment was made towards end of this period
› Economic downturn led to a slowdown in demand
› Supply started to significantly outstrip demand, rentals declined significantly and foreign investors left the market
› Investors now trying to repackage their portfolios as Naira portfolios and create liquidity
› Strong pricing discipline now present in market, with a number of sellers and few buyers present
› Double digit entry yields are now present in the market
› Buying opportunity for new entrants in the market
Currency / financing dynamics
› US$ leases across sectors, with high rentals per square metre compared to other African and global markets
› US$ debt financing at single digit interest rates
› Naira depreciation demonstrated unsustainability of high US$ rentals
› US$ debt in assets became unsustainable to service
› Only A-grade rentals in US$
› Limited availability of US$ debt financing
› Significant levels of unsustainable leverage in real estate assets
› Some assets with negative equity
Nigerian Market EvolutionLast decade has seen a repricing of the Nigerian real estate market to more sustainable levels
Market has strong long-term real estate fundamentals, but mid-term challenges exist
2010 - 2015 2016 - 2017 2018 – 2020+
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Real Estate Sector Dynamics
Currency
Credit quality
Lease tenor
Sector selection in a REIT is critical to reducing operational risks and driving attractive, predictable risk-adjusted returns
Attractive Sectors Office Retail Industrial Specialty (e.g. Data Centers, Student Housing)
Comments • Asset quality, location, tenant quality, lease length and escalations determine relative cap rate
• Typically offers 3 – 5 year leases with A-grade tenants paying in US$
• Typically has more tenant diversification than office assets, but smaller tenants with higher credit risk
• 2 – 5 year tenor for line stores; 10 years for anchors; Anchors pay in US$
• Typically longest tenor leases• Yields similar to office and retail,
depending on the tenant quality and type of lease
• 5 – 10+ year lease tenors
• Lower quality tenant profile• However, sector has huge demand for space,
with a limited supply of student accommodation space in Nigeria
• Possible to offer additional services to students in buildings to drive income
• Higher yields than other commercial sectors
Cap rate / acquisition yield (on run-rate NOI)
• 10 – 12% • 10 – 15% • 10 – 15% • 12 – 15%+
•Sectors with short tenors and poorer creditquality tenants are less attractive for incomevisibility (e.g. residential)•Nascent REIT markets need to offerdiversification, scale and sector discipline todeliver predictable returns
•Sectors with long lease tenor, high tenantcredit quality, contractual escalations,sustainable lease currency and high yielddynamics help to drive attractive, predictablereturns
YieldEscal-ations
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Office SectorKey Themes – A-grade spaces
Summary
› Rentals expected to continue to soften in the current market environment to sustainable long-term levels
› Existing development projects will come online, providing further excess supply in a market withsignificant vacancies
› High quality assets in the best nodes are best positioned to succeed over the short and long term
› Tenants may look to reduce their office requirements over the mid-to-long term, however, this isexpected to lead to a flight to quality to prime assets in the best locations over B-grade options
Remote working
› Will increase over the near-term, and will become a bigger part of the work environment over thelonger term, which may lead to smaller office requirements from tenants
Serviced offices
› Smaller tenants will seek to use serviced offices where possible
Location dynamics
› Location remains critical – best assets with best services in the strong locations will outperform
› Softening of demand from SMEs expected to impact lower quality assets
Longer term dynamics
› Demand expected to soften due to current dynamics in the near-term, but rentals will have a flooras they become supported by reduced supply as limited new projects come online and from aflight to quality for the best assets (from B-grade to A-grade nodes and from B-grade to A-gradeassets)
› Nigeria’s broader macro economic drivers (GDP growth, population growth, urbanisation) willdrive longer term demand for office space
Near-term Long-term
Lease demand
New supply
Rentals
Asset values
Market dynamics
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Retail SectorKey Themes – A-grade spaces
Summary
› Anchor tenants and larger tenants are expected to withstand current operating environment
› Poorer quality malls in B-grade locations are likely to be more adversely impacted than premium assets
› Footfall is expected to decline over the initial 6 months of Covid-19, however, people are expected to continueshopping in high quality A-grade malls, albeit with social distancing and wearing masks. Over 12 – 24 months, activity isexpected increase
› Location will be key for tenants (and indeed landlords) - best located assets are expected to continue to trade, but withreduced activity
› Asset size will be important – large malls, in less prime locations are likely to suffer the most
› Small retail centres are likely to perform better, as they have fewer line stores
› Currency devaluation is also expected to negatively impact landlords with foreign currency liabilities
› Cinemas will suffer in the near-term, but will have increased occupancy over the mid-term as markets and humanactivity normalise
› Retail rentals are expected to stabilise at sustainable levels where tenants can operate profitably, with growth expectedfrom those levels
Anchors
› Grocers and supermarkets are expected to continue to fare well
› Some online retail will emerge, but logistics to support this is not as strong as in developed markets
Line stores
› Smaller line stores will suffer in the near-term, but demand will pick-up over the long-term
› Landlords will have to offer concessions and price retail rentals appropriately to allow line stores to survive
Longer term
› A market correction is occurring in the near-term, however over the longer term retail will continue to formalise, butlikely in a smaller format than has been witnessed so far
› Community centres are likely to become the mainstay of retail in Nigeria - investors will likely focus on smaller retailformats as the market evolves. These are easier to tenant, particularly during a challenging operating environment
› Grocers are expected to continue to perform well
Near-term Long-term
Lease demand
New supply
Rentals
Asset values
Market dynamics
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Industrial SectorKey Themes – A-grade spaces
Summary
› Remains a small sector with limited A-grade assets – limited high quality assets exist for occupiers torent
› Infrastructure, technology and skills shortages have hampered the market historically, however thesituation continues to improve
› The industrial / logistics market in Nigeria is largely driven by owner occupiers in poor quality assetshistorically
› Businesses will continue building assets to meet their own industrial / logistics requirements until highquality third party developers and landlords emerge
› The sector has long tenor leases – A-grade tenants will continue to need their real estate facilities overthe long-term with long leases
Growth dynamics
› Growth in online retail will drive distribution logistics; formalisation of retail will also drive increasedneed for logistics capabilities
› Agricultural and manufacturing growth is also expected to drive demand for better distribution andlogistics infrastructure
› New entrants are creating / looking to create logistics parks in Nigeria which could become newindustrial hubs
› There is an opportunity for owners to look for liquidity in their portfolios, however, investors will focuson high quality assets with long-term lease agreements
Near-term Long-term
Lease demand
New supply
Rentals
Asset values
Market dynamics
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Student Accomodation SectorKey Themes – A-grade spaces
Summary
› There is a significant undersupply of student accommodation in Nigeria
today
› A number of entrants are looking to offer better quality space to Nigeria’s
students
› Tenants typically pay annually in advance
› The sector is an attractive yielding opportunity with strong supply and
demand dynamics, allowing the sector to weather the near-term headwinds
from Covid-19
› Longer term, dynamics continue to be favourable – demographics will
introduce new students annually looking for accommodation for their studies
› Developers will also be looking to recycle capital into new projects
Near-term Long-term
Lease demand
New supply
Rentals
Asset values
Market dynamics
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Residential SectorKey Themes – A-grade spaces
Summary
› There was an oversupply of high end residential properties in Nigeria prior to
the recent near term challenges
› This situation is currently exacerbated by Covid-19 and the oil price
environment
› Affordable / mid-level accommodation has different supply / demand
dynamics to premium housing
› Employment uncertainty from individuals and corporate inertia will impact
demand
› Existing projects in the pipeline will be completed, bringing further supply
online
› Landlords will have to put measures in place to manage properties more
hygienically, particularly common areas for apartment blocks in the Covid-19
environment
Near-term Long-term
Lease demand
New supply
Rentals
Asset values
Market dynamics
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Hospitality SectorKey Themes – A-grade spaces
Summary
› Significant headwinds exist for hospitality assets in near to mid-term in Nigeria
› Over the next 12 months (possibly longer), business and tourism travel is expected to reduce
significantly, as has already been witnessed since the start of the Covid-19 pandemic
› Room rates and occupancies are consequently expected to decline meaningfully as demand
declines
› When travel does resume, it is expected to be tentative
› May take 18 – 24 months or longer for sector to begin to recover
› Declines were seen during the Ebola crisis of 2014, but the Covid-19 environment is expected to
last longer and be more challenging for the hospitality sector
› Hotels in secondary cities and poorer locations will likely be more impacted
› Events and conferences will also be significantly impacted by the Covid-19 environment for a
meaningful period of time
› A number of hotels / conference operations may well close down as a result of the current
environment
› As the market recovers in c.18 - 24 months, surviving businesses will likely see limited growth in
income and asset values
Near-term Long-term
Lease demand
New supply
Rentals
Asset values
Market dynamics
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Nigerian REITs
41
REIT Challenges in Nigeria to DateGlobal REITs have delivered excellent long-term performance by adhering to established REIT principles. Nigeria’s historic REIT performance has been poor through
not implementing international best practices. NREIT seeks to change that narrative
Global REITs NREIT Existing Nigerian REITs
Scale & diversification › Multiple capital raises› Large diversified or sector-focused portfolios
› Initial N100 billion programme registered with SEC› Plans to issue N20 billion; and repeat
› Single capital raise› Small, largely residential portfolios
Income › Focus on rental yield› Seeking high quality earnings
› Office and retail focus to deliver double-digit yields› Tenants will primarily be high quality corporates with
long-tenor leases
› Low rental yielding assets› High proportion of income from investments in
treasuries not real estate
Distributions › Regular dividend distributions › Targeting an annual income yield of c.10%› Payable quarterly› Large compounding opportunity
› No regular pattern of distributions› Distributions often delayed› One REIT paid no distribution for 2 years
Asset allocation › Pension funds allocate c.10-25% of their portfolios to the asset class
› Similar to NIDF, NREIT presents PFAs and other investors with an opportunity to allocate
› Negligible
Governance › Asset manager fees aligned with investors & based on market value
› Strict adherence to fund mandates
› Similar to NIDF› Key focus area for the asset manager and advisers
› Accounting NAV based fee structure› Poor adherence to Trust Deeds› Conflicts / related party issues
REIT motivation › Create a scalable, diversified, predictable, income earning vehicle with an inflation hedge
› Create a scalable, diversified, predictable, income earning vehicle with an inflation hedge
› Seller looking for liquidity in an existing, legacy real estate portfolio
<US$0.1 billion of assets
Poor total returns
Negative market perception of REITs
US$2 trillion of assets Returns in excess of equity, bonds
and inflation Inflation protected returns Attractive asset allocation option
NREIT to operate in-line
with global best practice
Significant scale and liquidity Returns in excess of equity, bonds
and inflation Inflation protected returns Attractive asset allocation option
42
NREIT Differentiation
No legacy issues
› Listed on the NSE
› Quarterly distributions
› Simple unit trust structure
› Liquidity strategy has worked well with NIDF which is listed on FMDQ
Liquidity from day 1Strong real estate and governance track
record
NREIT is a differentiated product that is well positioned to deliver consistent long-term returnsNREIT’s robust strategy remains as it was before the twin-shocks to Nigeria’s economy
› Team working together since 2016, with experience investing, operating and managing real estate assets in Nigeria
› Simplified governance approach (in line with successful NIDF approach)
› Management fees at 1.5% of market value
› No performance fee
› Investor alignment – 5% commitment from CHD in Series 1
› Full Shariah compliance has also been added to enhance NREIT’s governance and appeal to a broad investor universe
› CHD has no existing legacy portfolio where we are trying to create liquidity by selling assets to a new fund
› NREIT has a focused sector approach targeting sectors (office, retail and industrial) with the best risk adjusted visible income for a REIT in a nascent market
› Focus on A-grade assets, as flight to quality becomes more evident in current environment
› Also targeting Nigerian income producing, Shariah compliant assets – matching the currency of income and returns with no development risk
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Important NoticeThis document is issued by Chapel Hill Denham Management Limited (“Chapel HillDenham” or the “Fund Manager”) an asset management firm, registered with theSecurities & Exchange Commission, Nigeria (“SEC”). Chapel Hill Denham is the fundmanager of Chapel Hill Denham Nigeria Real Estate Investment Trust (the “Fund”).The Fund is registered with and regulated by SEC.
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actual results, performance or events to differ materially from those expressed orimplied in such statements.
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