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Roadshow presentation November 2014 Acsion Limited

Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

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Page 1: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited

Roadshow presentation

November 2014

Acsion Limited

Page 2: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 2 I Strictly private and confidential

Specialist commercial, retail and residential property developer and owner At listing, Acsion will be South Africa’s only specialist commercial property developer and owner listed on the JSE

• Access to superior annual NAV growth

• Dynamic and highly experienced management team with a proven 17 year track record

• Existing in-house developed property assets of R3.246 billion serves as an NAV underpin going forward

• Fully resourced internal team with intricate knowledge of all aspects of property development across its lifecycle including the

identification and securing of large development opportunities, overview of design, planning, project management, capital

raising, value engineering, leasing, asset management and property management of its developed assets

• Existing known development assets (in various stages to realistion) and ongoing access to further development opportunities which

are constantly being sourced

• Subscribe to high standards of sustainable development practice

Page 3: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 3 I Strictly private and confidential

Meet the team

Kiriakos Anastasiadis Chief Executive Officer

Yanni Anastasiadis Developments Director

Dimitri Thomas Leasing Director

Pieter Scholtz Chief Financial Officer

Page 4: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 4 I Strictly private and confidential

Page

Introduction 5

Overview of Acsion Limited 7

Overview of properties developed and owned by Acsion, current development assets and future development opportunities 13

i. Internally developed and owned Properties 14

ii. Current development assets 25

iii. Future development opportunities 35

Operations 39

Governance and board composition 43

Summary financial information 47

Proposed Offer summary 53

Annexure I: Case study 57

Annexure II: Valuation considerations 60

Annexure III: Contact details 62

Contents

Page 5: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Introduction

Page 6: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 6 I Strictly private and confidential

Introduction

• Acsion Limited (“Acsion”) is finalising a primary listing (“Listing”) on the Johannesburg Stock Exchange (“JSE”) to create a platform to

accelerate the Company’s growth objectives and provide new investors the opportunity to participate in a unique, high growth

investment proposition

• Anticipated date of listing – Early December 2014

• The Listing will be accompanied by an initial primary capital raise of up to R200 million to select institutional investors, invited investors

and private clients of selected stock broking companies in South Africa (“Offer”)

• The purpose of this presentation is to:

• Provide potential shareholders with the salient details of Acsion, the Listing and the Offer; and

• Secure commitments for the Offer

• Salient dates:

• The information presented herein is confidential and should not be circulated to any third parties without the prior written consent of

Acsion

Opening of the Offer to secure commitments Thursday, 20 November 2014

Planned site visits Friday, 21 November 2014 / Tuesday 25 November 2014

Abridged pre-listing announcement Monday, 24 November 2014

Pre-listing statement available Monday, 24 November 2014

Closing of the Offer Thursday, 27 November 2014

Listing of Acsion on the JSE Monday, 8 December 2014

Page 7: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Limited Overview of Acsion Limited

Page 8: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 8 I Strictly private and confidential

Acsion at a glance A highly experienced and successful property developer, the focus of which is to deliver superior NAV growth through

NAV uplift on completed properties, new developments completed and to a lesser extent, capital profits on property

developments completed for sale, and purchase of existing properties

Current development assets in various

stages of realistion

(to provide sectoral / geographic

diversification

Properties developed and now owned and

managed by Acsion

(mainly retail)

Fully resourced internal development, asset

and property management

Ongoing access and review of further

development opportunities to provide

geographic and sectoral diversification

To retain:

Phase III & IV

For sale:

• 20,000m2 offices in Lusaka, Zambia

• 50,000m2 Mall@Maputo

• 23,000m2 Mall@PietRetief

• 8,000m2 Mall@Frankfort

• residential apartments in Sandton

• Development management • Due diligence, design overview, planning, life cycle

costing, redevelopment opportunities • Value engineering, project management, delivery

• Asset management • Capital raising and finance • Debt management • Planning, budgeting, asset acquisition or disposal • Management of day-to-day business activities

• Property management • Leasing and lease renewals • Debt collection • Facility management • Tenant management

Page 9: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 9 I Strictly private and confidential

1

6

6

6

7

49

80

127

736

706 9

01

968

1,0

01

1,0

67

1,3

74

1,6

22

1,7

96

3,2

46

History and proven track record in the property sector

1997

1999 2003

2014

The

future

2002

Acsion opens

phase I of

Simarlo

Rainbow

Planning,

development

and

construction

of Moreleta

Square

commences

Moreleta

Square phase I

opens

Planning

development

and

construction

of

Mall@Reds

commences

Mall@Reds

phase I And II

opens

Planning,

development

and

construction of

Mall@Carnival

commences

Anaprop

Property

Management

formed

2004

2005

Mall@Carnival

phase I opens

Mall@Reds

phase III opens

2007 2009 2011

2006 2008 2010

Planning,

development

and

construction of

Mall@Emba

commences

Mall@Emba

opens

Mall@Reds

phase IV

opens

Mall@Reds

phase V

opens

Construction of

Mall@Carnival phase III & IV

Construction of

Mall@Moutsiya

Construction of Hyde Park

Terrace

Mall@Lebo opens

Listing on the JSE

Complete current

development pipeline

Future development

and acquisition

opportunities

including sectoral and

geographic

diversification outside

South Africa Mall@Carnival

phase II opens

Mall@Emba

phase II

opens

2012

2013

Planning,

development

and

construction of

Mall@Lebo

commences

Mall@Reds

phase VI

opens

1995

K Anastasiadis

completes first

commercial

property

development

Focused strategy to generate long-term sustainable capital growth

Total Assets (R’ millions)

Page 10: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 10 I Strictly private and confidential

Unique investment proposition

• Focus on the continuous identification and delivery of capital enhancing development opportunities

• Track record of successfully developing in both metropolitan and rural growth areas in a cost efficient manner

• In-house design overview, planning, development, project management, construction management, cost management, leasing

• Focus on value engineering, project redesign, cost efficiencies and very hands-on project management of new developments or

redevelopments to deliver above average returns in line with upfront feasibility studies and bill of materials costing

• Intricate knowledge of every aspect of the process for construction, development and delivery of large scale property projects on

time focusing on continuous improvement

• Total capital cost (including land) per GLA m2 for phase I and II of Mall@Carnival (72,338m2) of R5,133/m2

• Based on the latest valuation, total development profit per GLA m2 for phase I and II of Mall@Carnival (72,338m2) of

R15,949/m2

• Refer to case study of Mall@Carnival in Annexure I

• Acsion’s most recent development (Mall@Lebo) was completed in 2014 at a cost of ± R6,500m2 compared to ± R10,000m2 –

R12,000m2 for other developers

• Established in-house property and asset management team to deliver continued capital uplift of developed assets

• Focus on quality and functionality during construction and development phase as Acsion remains the owner and manager of its

developments post completion. Carry out total life cycle costing to add value

• Long standing relationships and support from financiers (banks), tenants (major national retailers, banks, franchises), municipalities and

land owners

• Subscribe to high standards of sustainable development practice

Acsion’s strength and significant success to date has been due to the following factors

Page 11: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 11 I Strictly private and confidential

-0.00 -0.00 -0.00 -0.00 -0.00 0.01 0.05 1.15 1.08 1.41 1.52 1.69 1.76

2.58 2.95 3.73

9.44

- - -0.00 -0.00 -0.00 -0.00 0.00

0.30 0.31 0.23 0.23 0.25 0.25

0.37 0.56

0.65

1.27

-2.00

-

2.00

4.00

6.00

8.00

10.00

12.00

NAV (ex deferred tax and goodwill) Deferred tax

Business strategy and vision Strategy: as a property developer, Acsion’s focus is on superior NAV / capital growth versus traditional REITs

• Acsion have increased NAV / capital by over 100% per annum over the last ten years

• Post listing, Acsion aims to maintain its superior annual NAV / capital growth through the:

i. Expansion of Acsion’s existing investment properties:

• Mall@Carnival phase III • Mall@Emba phase III • Mall@Lebo phase II

ii. Completion of Acsion’s current development assets (see pages 25-34)

• Development@Benmore • Mall@Moutsiya • Mall@Ruimte • Comerical@Ruimte • Hyde Park Terrace • Residential@Moutsiya

iii. Realisation of the further development opportunities (see pages 35-38)

iv. Annual net rental yield on Acsion’s existing investment properties

v. Continuous identification, evaluation and acquisition of property

development opportunities within Acsion’s target first year development yield of 15% - 20% on completion

• Targets

i. Maintain retail sector focus (± 75%)

ii. Sectoral diversification into residential, industrial, commercial and

student accommodation (± 25%)

iii. Geographic diversification outside of South Africa into selected Southern African countries together with strong local partners (target of 50% of portfolio)

iv. Through its network and founders heritage, Acsion is also exploring potential opportunities in South Eastern Europe. A strategy is still being devised and will be subject to shareholder consultation

HISTORIC INCREASE IN NAV PER SHARE (EXCL. DEF TAX)

CAGR OF 30.8% ON FROM FEB 2004 TO 28 FEB 2014

R10.70

R4.38

R3.51 R2.96

HISTORIC INCREASE IN OPERATING PROFIT

0 1 2 4 4 15

25 35

65 77

96 90

118

132

157

214

-

50

100

150

200

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Operating profit

CAGR OF 102.8% FROM FEB 2004 TO 30 SEPTEMBER 2014

Page 12: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 12 I Strictly private and confidential

• Acsion is constantly assessing all development opportunities and has the ability to adjust its strategy to respond to economic climate

• This allows Acsion to scale back during a weak economic climate and accumulate development opportunities to position it to take

advantage of turnarounds in the economy

Existing portfolio provides low risk returns, while development opportunities offer greater risk and returns

Low risk completed

Development Properties

Higher risk development

opportunities

Dynamic strategy

Page 13: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited

Overview of properties developed and owned by Acsion,

current development assets, and further development

opportunities

Page 14: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited i. Properties developed and now owned by Acsion

Page 15: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 15 I Strictly private and confidential

Portfolio overview Developed property portfolio: completed in-house by Acsion

Description Sector Location Independent

valuation (R‘m) GLA (m²) Value per m²

WALE

(years) Vacancy

Weighted

average gross

rate/m²

(R)

Age (yrs)

Mall@Carnival Retail Brakpan, Gauteng 1,525 72,338 21,082 4.2 4.9% 145 9

Mall@Reds Retail Centurion, Gauteng 820 53,423 15,349 4.1 5.0% 151 11

Mall@Emba Retail Embalenhle, Mpumalanga 419 24,477 17,118 3.1 1.9% 131 7

Mall@Lebo Retail Lebowakgomo, Limpopo 314 23,664 13,269 7.3 1.3% 115 0.5

Moreleta Square Retail Moreleta Park, Gauteng 136 8,507 15,987 4.8 3.2% 131 14

Simarlo Park Light industrial /

commercial Centurion, Gauteng 32 6,007 5,337 2.0 16.2% 63 17

Developed portfolio 3,246 188,416 17,229 4.4 4.4%

Page 16: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 16 I Strictly private and confidential

79%

17%

4%

Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

Investment highlights and tenant profile Photographs of the property

1. Mall@Carnival: Dalpark, Brakpan

Cnr Heidelberg & Airport Roads, Dalpark Ext 5, Brakpan

• Well located regional mall on N17 highway

• Excellent access to catchment area on N17, Heidelberg Rd and Airport Rd

• Uniquely positioned opposite Carnival City

• Primary catchment area of approximately 100,000 households

• Located in established middle to upper income area

• Strong underpin by 96% national tenants

• Additional bulk rights available for future expansion (214,749 m2 total rights)

Property overview

Sector Retail

GLA 72,338m2

WALE (by GLA) 4.2 years

Age of building 9 years (Phase II – 3 years)

Occupancy* 95.1%

Trading density per m2 R2,715/m2

Average footfall per month 750,000

Major tenants Checkers Hyper (11.9%), Pick n Pay (7.2%), Edcon

Group (7.1%), Game (7.1%), Woolworths (3.9%)

Salient valuation metrics

Independent market valuation R1,525m

R/m² R 21,082/m2

Weighted average gross rental per m2 R145/m2

Forward net property income to 30/11/2015 R115,182,563

Forward yield: 12 months to 30/11/2015 7.55%

Weighted average escalation 7.9%

* Vacancy of 4.9% comprised of 3.0% of space let to be filled shortly due to expanding / rearranging

tenants, 0.7% planned vacancy for phase III expansion and 1.2% actual vacancy

Page 17: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 17 I Strictly private and confidential

76%

17%

7%

Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

Investment highlights and tenant profile

2. Mall@Reds: Rooihuiskraal, Centurion

Cnr Rooihuiskraal & Hendrik Verwoerd Drive, Rooihuiskraal Ext 15, Centurion

Photographs of the property

• Established regional shopping centre based in the heart of Rooihuiskraal,

Centurion on a main arterial route

• Dense, fast-growing medium to high income residential area

• Strong underpin by 93% national tenant base

• Attractive WALE profile

Property overview

Sector Retail

GLA 53,423m²

WALE (by GLA) 4.1 years

Age of building 11 years (Refer to page 9 for various phases)

Occupancy* 95.0%

Trading density per m2 R2,363/m²

Average footfall per month 380,000

Major tenants Pick n Pay (11.1%), Game (10.1%), Edcon Group

(9.6%), Woolworths (6.9%), Virgin Active (6.8%)

Salient valuation metrics

Independent market valuation R820m

R/m² R15,349/m²

Weighted average gross rental per m2 R151/m²

Forward net property income to 30/11/2015 R76,747,754

Forward yield: 12 months to 30/11/2015 9.36%

Weighted average in force escalation 7.8%

* Vacancies of 5.0% (due to reorganisation of tenants due to the leasing strategy)

Page 18: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 18 I Strictly private and confidential

Investment highlights and tenant profile Photographs of the property

3. Mall@Emba: eMbalenhle, Mpumalanga

Cnr eMbalenhle Avenue & Old Provincial Road, eMbalenhle, Mpumalanga

• Only formal retail offering in its primary catchment area with approximately

300,000 residents - primary employer in the area is Sasol

• Risk of competing development very limited given constraints on availability

of electricity

• Located adjacent to main taxi rank and transport node

• Nearest mall in the Secunda CBD is approximately 15km away, costing

approximately R20 to travel by taxi

67%

13%

20%

Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

Property overview

Sector Retail

GLA 24,477m2

WALE (by GLA) 3.1 years

Age of building 7 years (Phase II – 2 years)

Occupancy 98.1%

Trading density per m2 R2,645/m2

Average footfall per month 500,000

Major tenants Shoprite (12.5%), Pick n Pay (11.3%), Edcon Group

(7.7%), Illiad Group (4.7%)

Salient valuation metrics

Independent market valuation R419m

R/m² R17,118/m2

Weighted average gross rental per m2 R131/m2

Forward net property income to 30/11/2015 R32,905,624

Forward yield: 12 months to 30/11/2015 7.85%

Weighted average escalation 8.2%

Page 19: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 19 I Strictly private and confidential

Investment highlights and tenant profile Photographs of the property

4. Mall@Lebo: Lebowakgomo, Limpopo

Cnr R513 & R 579, Lebowakgomo, Limpopo

84%

9%

7%

Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

• Only major retail offering within a 50km radius catering for approximately

300,000 residents in its primary catchment area

• Strong underpin by national tenants with long lease expiry profile

• Adjacent to municipal taxi rank and complimentary informal retail offering

• 93% national tenants, with anchor tenants making up 55.7% by GLA (10

year leases)

Property overview

Sector Retail

GLA 23,664m2

WALE (by GLA) 7.3 years

Age of building 0.5 years

Occupancy 98.7%

Trading density n/a

Average footfall per month 400,000

Major tenants Game (16.8%), Spar (15.8%), Pick n Pay (12.8%),

Edcon Group (10.3%), Foschini Group (5.9%)

Salient valuation metrics

Independent market valuation R314m

R/m² R13,269/m2

Weighted average gross rental per m2 R115/m2

Forward net property income to 30/11/2015 R28,126,584

Forward yield: 12 months to 30/11/2015 8.96%

Weighted average escalation 7.8%

Page 20: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 20 I Strictly private and confidential

Investment highlights and tenant profile Photographs of the property

5. Moreleta Square: Moreleta Park, City of Tshwane

Cnr Garsfontien & Rubenstein St, Moreleta Park, Pretoria

• Long lease expiry underpinned by national tenant

• Well-established community shopping centre in the Moreleta Park node

• Established convenience node

45%

14%

41% Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

Property overview

Sector Retail

GLA 8,507m2

WALE (by GLA) 4.8 years

Age of building 14 years (Renovated 2012)

Occupancy 96.8%

Trading density per m2 n/a

Average footfall per month n/a

Major tenants Spar (44.5%), Eric Barnard Furnishers (6.0%)

Salient valuation metrics

Independent market valuation R136m

R/m² R15,987/m2

Weighted average gross rental per m2 R137/m2

Forward net property income to 30/11/2015 R12,282,415

Forward yield: 12 months to 30/11/2015 9.03%

Weighted average escalation 8.7%

Page 21: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 21 I Strictly private and confidential

Investment highlights and tenant profile Photographs of the property

6. Simarlo: Hennopspark, Centurion

Cnr Jakaranda & Edward Str, Hennopspark, Centurion

25%

75%

National, listed, franchises, professional firms

Other

Property overview

30 sectional title units of which 27 are owned by Acsion

Sector Light industrial / commercial

GLA 6,007m2

Tenancy Multi-tenanted

WALE (by GLA) 2.0 years

Age of building 17 years

Occupancy * 83.8%

Trading density per m2 n/a

Major tenants Car Service Centurion (8.7%), Regal Distributors (7.0%)

Salient terms of the property value

Independent market valuation R32.3m

Value / m² R5,377/m2

Weighted average gross rental per m2 R63/m2

Forward net property income to 30/11/2015 R2,921,879

Forward yield: 12 months to 30/11/2015 9.05%

Weighted average escalation 9.0%

• Close proximity to N14 freeway and Hendrik Verwoerd Drive

• Suitable for vehicle workshops, distribution and light industrial use

• Each unit comprises office space with adjoining workshop and storage

* General vacancy of an average of 3 out of 27 units at any one time

Page 22: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 22 I Strictly private and confidential

Portfolio profile: Sector and geographic summary

Geographic profile by GLA

Sector profile by revenue Sector profile by GLA

Geographic profile by revenue

76%

13%

11%

Gauteng

Mpumalanga

Limpopo

74%

13%

13%

Gauteng

Mpumalanga

Limpopo

1%

99%

Light industrial

Retail

3%

71%

26%

Light industrial

Retail - metropolitan

Retail - rural

Page 23: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 23 I Strictly private and confidential

Portfolio profile: Tenant profile

Tenant profile by revenue Tenant profile by GLA

• Large national, large listed, major franchises:

• Large national tenants, large listed tenants and major franchises, including, inter alia, Shoprite, Checkers, Woolworths, Capitec, Nedbank, Pepkor, Pick ‘n Pay, Standard

Bank, Absa Bank, FNB, Game / Massmart, OK Furnishers, Jet Stores, Edgars, Foschini, Truworths, HiFi Corp, Dischem

• National, listed, franchises, professional firms

• National tenants, listed tenants, franchises and medium to large professional firms, including, inter alia, Steers, KFC, Nandos, Spur, Mugg & Bean, Wimpy, Ocean

Basket, McDonalds

• Other

61% 22%

17% Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

74%

15%

11% Large national, large listed, major franchises

National, listed, franchises, professional firms

Other

Page 24: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 24 I Strictly private and confidential

7.9%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

1

2.2%

12.1%

15.6% 17.6%

9.9%

42.6%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

Feb-15 Feb-16 Feb-17 Feb-18 Feb-19 After Feb 2019

2.9%

16.6%

21.0% 19.8%

9.0%

30.7%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

Feb-15 Feb-16 Feb-17 Feb-18 Feb-19 After Feb 2019

145 151

131

115

131

63

138

-

20

40

60

80

100

120

140

160

Carnival Reds Emba Lebo Moreleta Simarlo Acsion

Lease expiry profile, rental escalations, gross rental

Lease expiry profile by GLA

Gross rental per m2 (Rand)

Lease expiry profile by gross rental

Average escalations

52.5% post

Feb 2018

39.7% post

Feb 2018

Acsion

Page 25: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited ii. Current development assets

Page 26: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 26 I Strictly private and confidential

Current development assets

Description Status Use Construction start

date

Estimated

completion date Total GLA (m2) Committed tenants

Expansion of existing retail

Mall@Carnival Phase III

Brakpan, Gauteng

Under construction Retail Aug -14 Oct -15 17,840 The Hub

Westpack Lifestyle

JAM Clothing

New developments

Development@ Benmore

Benmore, Gauteng

Planning, leasing and

design Student housing &

Mixed use – high

rise

Jul -15 Mar -17 56,701 -

Mall@Moutsiya

Walkraal, Limpopo

Planning , leasing and

design Retail Nov-14 Oct-15 13,544 Choppies

Nizams

Cashbuild

Pharmacy

Optometrist

Medical Suites

Fish & Chips

Hair Salon

Mall@Ruimte Phase I

Monavoni, Gauteng

Planning and leasing Convenience retail

Mar -15 Mar -16 16,925 -

The existing development assets provide further scale and sectoral and geographic diversification together with

NAV / capital uplift as the developments are completed

Page 27: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 27 I Strictly private and confidential

Current development assets (continued)

Description Status Use Construction start

date

Estimated

completion date

Total GLA (m2)

/ units

Committed tenants

New developments

Commercial@ Ruimte

Monavoni, Gauteng

Planning Big box commercial

& specialised retail

Jun -15 Jun -16 15,000 -

Held for sale

Hyde Park Terrace

Hyde Park, Gauteng

Under construction Residential Jan - 14 Feb- 15 12 units and 27

stands

Offers to purchase for 4

stands

Residential@Moutsiya

Walkraal, Limpopo

Planning Residential n/a n/a 514 units -

The existing development assets provide further scale and sectoral and geographic diversification together with

NAV / capital uplift as the developments are completed

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Development overview

Start date Aug -14

Completion date Sep-15

Total anticipated GLA 17,840

Total capital cost (R'm) 155.2

Capital cost per GLA m2 8,700 /m2

Estimated average rental / m2 130

1. Mall@Carnival Phase III

Location of the development

• Tenant driven expansion comprising a combination of new tenants and expanding existing tenants

• Entrenches Mall@Carnival’s position as the preferred one stop retail and services destination for its primary catchment area - Brakpan, Benoni, Springs, Boksburg and Germiston

• Recent shopper survey prepared by Dirk Prinsloo identified increased support for Mall@Carnival from Boksburg, Springs and the rest of the East Rand. Monthly support for the mall is much higher than East Rand Mall, Lakeside Mall and Eastgate from this catchment area

• Substantial portion of shoppers in LSM 6 – 10+:

• LSM 9 forms the majority of shoppers • 36% of shoppers in the LSM 10/10+ category

• Increases Mall@Carnival’s profile to a dominant regional shopping centre

• Expected NAV uplift per GLA m2 of R10,191 before any anticipated cap rate

compression is taken into account

Investment highlights

Cnr Heidelberg & Airport Roads, Dalpark Ext 5, Brakpan

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Development overview

Anticipated start date Mar-15

Anticipated completion date Mar-17

Total anticipated GLA 56,107

Estimated total capital cost (R‘m) 1,245

Estimated capital cost per GLA m2 22,186 /m2

2. Benmore student housing and mixed-use high rise development

Benmore, Gauteng

Location of the development

• Total land size of approximately 1 ha in the heart of Sandton’s densely populated, ultra high-income residential Benmore node. Close proximity to South Africa’s “golden mile”, the Sandton City district

• Acsion is awaiting the subdivision of the land before registration can take place

• Applied for rights of up to 70,000m2. Awaiting approval however no

objections to rights application were received

• Earmarked for student accommodation and mixed-use high-rise development • Property is located adjacent to Crawford College Benmore and close

proximity to Varsity College Benmore • Scarcity of land for new high-rise developments in Sandton

• Development is in line with Acsion’s vision of sectoral diversification into

residential and mixed-use property developments

• Engineering services assessment and traffic impact assessment completed and approved by the council with anticipated construction start date of March 2015

Investment highlights

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Development overview

Anticipated start date Jan-15

Anticipated completion date Nov-15

Total anticipated GLA mall

petrol station

12,244

1,300

Estimated total capital cost (R‘m) mall

petrol station

84.6

9.0

Estimated capital cost per GLA m2 mall

petrol station

6,923 /m2

7,769 /m2

Estimated average rental / m2 mall

petrol station

102.33

119.23

3. Mall@Moutsiya

Cnr R568 & R573, Walkraal, Limpopo

Location of the development

• Highly visible and easily accessible location with direct thoroughfare onto the

Moloto Road, a major regional arterial road through the Elias Motsoaledi

municipality in Limpopo

• Primary catchment market consists of approximately 136,000 people and

secondary catchment market consists of approximately 396,000 people (Feb

2009 Demacon Study)

• Phase I of the development will comprise a 12,244m2 of retail offering, as

well as a 1,300m2 petrol station

Investment highlights

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Development overview

Anticipated start date Mar-15

Anticipated completion date Apr-16

Total anticipated GLA 16,925

Estimated total capital cost (R' m) 139.7

Estimated capital cost per GLA m2 8,256 /m2

Estimated average rental / m2 125.00

4. Mall@Ruimte Phase I

Cnr R55 & Marais Road, just off the N14 Freeway, Monavoni, Gauteng

Location of the development

• Located on an extremely busy arterial route accessible from the N14 freeway

and the R55 – nearby petrol station sells 1 million litres of fuel a month

• Phase I development to comprise 16,925m2

• Ideal for a value / convenience / lifestyle centre which is under-represented

in the Monavoni area with the closest convenience/value offering over 7km

away

• Convenience offering will be complimentary to Forrest Hill offering

• Development will be tenant driven

• Offering will also include drive through fast food

Investment highlights

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Development overview

Anticipated start date Mar-15

Anticipated completion date Apr-16

Total anticipated GLA 15,000

Estimated total capital cost (R' m) 85.0

Estimated capital cost per GLA m2 5,667 /m2

Estimated average rental / m2 90

5. Commercial@Ruimte

Location of the development

• Located on an extremely busy arterial route accessible from the N14freeway

and the R55 – nearby petrol station sells 1 million litres of petrol per month

• Phase 1 development to comprise 15,000m2

• Rights have been obtained for specialised commercial and retail, and

offering will include retail vehicle showrooms and big box value offering

• Vehicle showroom and value offering will be complementary to Forest Hill

offering

Investment highlights

Cnr R55 & Marais Road, just off the N14 Freeway, Monavoni, Gauteng

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Development overview

Start date Jan-14

Completion date Jun-15

Estimated capital cost (R' m) 84

Estimated development profit from sale (R' m) 9.6*

6. Hyde Park Terrace

56 on First Road, Hyde Park, Gauteng

Location of the development

• High-end residential development in the heart of one of Sandton’s most

exclusive areas

• Total land size of 2.5 ha

• 500m away from Hyde Park shopping centre

• Development opportunity: 39 units of approximately 350-540m2 under roof, 4-

5 bedrooms

• 3 units to be completed by November 2014, 9 completed by February

2015

• 4 offers to purchase, 23 stands remaining to be sold with building

packages or vacant land

• Significant appetite based on initial marketing and sales

• Growing demand for luxury residential properties in close proximity to

Sandton CBD driven by rising living standards

• Completed 4-5 bedroom units starting from R6.5 million

• 12 units and 27 stands

Investment highlights

* Estimated at 1 Nov 2014, subsequent sales have been strong, estimated profit revised upwards to R28 million

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7. Residential@Moutsiya

Walkraal, Limpopo

• Total land size of 40 ha

• Partnership with local residents and the local municipality to approach

prospective buyers with access to housing subsidies from the Department

of Human Settlements

• Proclamation of land at final stages with all services (water, sewage and

electricity) already secured

• Plans to build up to 514 residential units for sale supported by shortage of

affordable housing in the Moutsiya area

Investment highlights

Development overview

Anticipated start date n/a

Anticipated completion date n/a

Page 35: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited iii. Further development opportunities

The value to be derived from these developments, and other future development opportunities, is not included

in the tangible NAV of Acsion and has been reflected in the value of goodwill as shown on the Acsion balance

sheet

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Development overview

Anticipated start date Jul-15

Anticipated completion date Nov-16

Total anticipated GLA 50,000

Estimated total capital cost (R‘m) 832

Estimated capital cost per GLA m2 16,640 /m2

Estimated average rental / m2 276

1. Mall@Maputo

Circular de Maputo, Maputo (adjacent to the Stadium and University)

• Located in northern Maputo and adjacent to the main Maputo ring road, with a total land size of 8.9 ha

• Memorandum of Understanding signed with Mozambican Ministry of Sport to

develop a 50,000m2 shopping centre – agreement to be finalised

• Effective holding of 85%, with 15% held by local partners (9% Mozambique Ministry of Sport, 2% Municipality of Maputo, 4% private holders)

• Development to be completed in partnership with a reputable local Mozambican partner

• Development in line with Acsion’s vision of geographic diversification into sub-Saharan retail

• As per Dirk Prinsloo study, there are 125 000 households in the primary trade area, which is expected to increase to 140 000 by 2020, and there is limited formal retail supply in the northern sector of Maputo - support for 46 275m2 of retail in the primary and secondary catchment area

• Interest has been received from SA national retailers looking to expand their footprint into Maputo

Location of the development Investment highlights

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2. Offices@Lusaka

Lusaka, Zambia

Investment highlights

Development overview

Anticipated start date n/a

Anticipated completion date n/a

• Strong African economy with limited available infrastructure for

multinational companies

• Site located in close proximity to Manda Hill Shopping Mall and next to

Standard Chartered Lusaka offices

• Negotiations with a local land owner to co-develop up to 20,000m2 of office

space underway

• Preliminary marketing in process with strong interest for tenancy by multi-

nationals

Investment highlights

3. 101 on the Park

Katherine Street, Sandton

Development overview

Anticipated start date n/a

Anticiipated completion date n/a

• Demand for high quality residential accommodation in the heart of Sandton

• Opportunity to enter into a joint venture with Francois Basson, the

co-developer of Sandton’s high profile Emperor and Regent residential

developments in Sandton, who has secured an option to acquire the land

parcel at 101 on Katherine Street

• Co-development alongside an experienced residential developer to bolster

Acsion’s development expertise in the residential property sector

• Development is anticipated to comprise 240 residential units with a total

GLA of 15,870 m2

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4. Mall@PietRetief

Corner N2 and Brand Street, Piet Retief, Mpumalanga

Investment highlights

Development overview

Anticipated start date n/a

Anticipated completion date n/a

• Ideally located to cater for primary Piet Retief catchment area as well as secondary catchment areas of Retiefville, Kempville, Harmony Park and Ethandakhukanya given limited formal retail offerings in these areas

• Site is ideally located outside of Piet Retief CBD and along the N2 as a convenient one-stop alternative for CBD shoppers

• Existing main taxi rank 130m from proposed development site

• Highly visible on the N2 – exposure to high traffic volumes with many of the residents of the secondary catchment area travelling via the N2 to the Piet Retief CBD

• Fernridge study to support the first phase development of up to 25,000m2 shopping centre

Page 39: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Operations

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Kiriakos Anastasiadis – Chief Executive Officer (61)

• Kiriakos is the founder and managing director of Acsion and the Development Company

• Visionary for the future growth strategy of the group both locally and abroad

• Kiriakos holds a MSc in Structural Engineering and is a registered Professional Engineer, with over 36 years’ experience in construction and property

development

Pieter Scholtz – Chief Financial Officer (38)

• Pieter joined the group in 2010 as financial manager. He holds a CA (SA) M.Com (Tax) from the University of Johannesburg

• Completed his articles at Deloitte & Touche in 1999 after which he joined Standard Corporate Merchant Bank in 2000 as an equities analyst

• Pieter later managed the operational side of the link investment services platform at Stanlib before moving to the financial advisory services division of

Standard Bank. He joined BDO Spencer Steward in 2008 where the majority of his clients were property based, and where he gained valuable

experience within the property sector

Yanni Anastasiadis – Developments Director (31)

• Yanni heads up New Business Developments and Project Management of the group, where he is responsible for driving the construction and

development projects and ensuring feasibilities and budgets are achieved

• He holds a BSc (Hons) in Construction Management (Oxford Brooks University, England) and has experience working in construction both in South

Africa and abroad

• Since joining the group, Yanni has managed the development of ±120 000m2 of new retail space

Dimitri Thomas – Leasing Director (38)

• Dimitri has been with Acsion since 2004

• He holds a BSc in Electrical Engineering from the University of Witwatersrand, and heads up the leasing and development function at the group, where

he is responsible for driving key negotiations with all tenants, conceptualizing tenant mix and layout design, planning and implementing strategies to

maximize investment performance of the existing ±190 000m2 portfolio, as well as growth of the portfolio

• He has extensive experience in all aspects of property development, management and market trends, and has several years of retail industry experience

Management

The Acsion team

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Management

Reporting structure

Chief Executive Officer

Kiriakos Anastasiadis

Chief Financial Officer

Pieter Scholtz

Developments Director

(major subsidiaries)

Yanni Anastasiadis

Leasing Director

(major subsidiaries)

Dimitri Thomas

Portfolio Manager

Gavin Balsdon

Portfolio management

support team consisting of

18 people

* All property and asset management activities are supported by MDA property system

** As Acsion grows, it will bulk-up its staff complement and will look to establish in-country offices as it expands into Southern Africa

Financial support team

consisting of 10 people

Development support

team consisting of 1

person + construction

project teams

Leasing support team

consisting of 8 people

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79%

21%

Investec Bank

Nedbank

16%

84%

1 - 5 years

5 years and longer

1. Gearing ratio: total external interest bearing debt divided by total developed property assets at 30 August 2014

2. Weighted average cost of finance includes the facility advanced by Investec Bank Limited at a current rate of prime less 200 basis points. Pursuant to the listing,

Investec and Acsion have agreed that Investec will re-price the Investec facility to prime less 100 basis points if Acsion has not settled the facility within 12 months of

listing. Acsion is in the process of obtaining additional facilities

3. The weighted average maturity of Acsion’s borrowings will change if Acsion chooses to re-finance its facilities with Investec Bank Limited as set out in point 2 above

Debt management

30-Aug-2014

Gearing1 7.0%

Fixed portion of debt 0%

Weighted average cost of finance2 7.4%

Weighted average maturity3 7.0 years

Gearing limit 45%

Maturity profile of debt Debt providers

Page 43: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Governance and board composition

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Governance

• The board will consist of 6 members, two of whom are Executive Directors, with the remaining four members being Independent Non-Executive

Directors

• The board will comply fully with the King III Code of Governance for South Africa 2009 (King III)

• The board is well balanced, and consists of members with:

• prior property experience and knowledge;

• excellent understanding of technical accounting and audit related issues;

• prior listed board experience; and

• vast commercial knowledge and experience

• Executive Directors

• Kiriakos Anastasiadis (Chief Executive Officer)

• Pieter Scholtz (Chief Financial Officer)

• Independent Non-Executive Directors

• Sonja Griesel (Audit and risk committee)

• Thabani Jali (Remuneration committee)

• Dr Phetole David Sekete (Social and ethics committee)

• David Green (Chairman and Investment committee)

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Governance

David Green

BA LLB (University of the Free State)

David is an admitted Advocate in the Supreme Court of South Africa. He has been chairman of the SA Listed Property Association, and was the founding

chairman of the Rosebank Business Improvement District.

He was chairman of the SAPOA convention committee from 2010-present, and is currently a SAPOA board member.

David brings a wealth of property experience to the Acsion board, and will be the board’s first Chairman as well as chairing the Acsion Investment Committee.

Thabani Jali

BA (Fort Hare), LLB (Natal University), LLM (Tulane University, USA)

Judge Jali joined the Nedbank Group in October 2011 as the Group Executive responsible for Governance, Compliance, Sustainability and Nedbank Editorial

and Language Services. Prior to joining Nedbank, Jali had over 20 years’ experience in the legal profession as an Attorney, Mediator, Arbitrator and later as a

Deputy Judge President of the High Court.

Thabani will chair the Nomination and Remuneration committee.

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Governance

Sonja Griesel

CA(SA), B.Com (University of the Free State), B.Compt. (Hons.) (University of South Africa), M.Com. (Accounting) (University of Johannesburg)

Sonja has lectured Financial Accounting, Auditing and Tax at the Central University of Technology (Free State) from 1985 until 1987, after which she was a

senior lecturer in Financial Accounting at the University of Johannesburg until 1999.

From 1999 until 2007, she was an associate professor and head of Applied Financial Accounting and Advanced Financial Accounting at the University of

South Africa. From 2007 until 2011 she was a senior lecturer at the University of Pretoria. Sonja has over 25 years of academic experience in accounting and

audit related subjects.

Sonja will chair the Audit and Risk Committee.

Dr Phetole David Sekete

BSc (Uni. North) MBchB (Natal) MSc Med (Wits)

Dr Sekete is a graduate of Turfloop, University of Natal, and the University of the Witwatersrand.

He has been director of Meditech (8 years), Buhle Waste (17 years), Liseko (9 years) and several subsidiaries of the Acsion group for 7 years.

He has been a medical practitioner for the last 30 years.

Dr Sekete will chair the Social and Ethics committee.

Page 47: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Summary financial information

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Forecast statement of comprehensive income

* Forecast income statements as presented reflect forecasts for the Developed Investment Properties only. No forecast income / expense has been included for the Current Development

Assets and

the Future Development Opportunities

4 Months ending 2015 12 Months ending 2016

Revenue 144,368,299 448,165,290

Rendering of services 32,000 83,200

Rental Income 106,269,100 334,630,195

Interest received (trading) 214,127 478,485

Lease accrual 3,611,829 2,173,138

Utility recoveries 34,241,243 110,800,272

Other income 1,952,252 6,095,408

Rental income 963,683 2,925,988

Recoveries 698,541 2,167,818

Other income 245,228 520,953

Interest received 44,800 480,649

Expenses (66,113,965) (191,973,302)

Depreciation (9,613,004) (28,839,011)

Rates and taxes (9,994,713) (32,083,553)

Electricity (21,433,029) (70,910,233)

Other (25,073,219) (60,140,505)

Operating profit 80,206,586 262,287,396

Fair value adjustments - 139,700,000

Finance costs (7,047,626) (65,127,450)

Profit before taxation 73,158,960 336,859,946

Taxation (including deferred taxation) (27,966,279) (77,683,004)

Profit for the year 45,192,681 259,176,942

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Key assumptions for statement of comprehensive income

• Structural vacancy:

• Carnival – 2.5%

• Reds – 4.0%

• Emba – 3.0%

• Lebo – 2.0%

• Moreleta – 3.0%

• Simarlo – 15.0%

• Renewals: space-by-space and where it is assumed that a lease will not be renewed, a vacancy period of 3-6 months has been included in the budget

• Escalations: per contractual lease agreements

• Reversions: assessed on a case-by-case basis and reversions are budgeted where it is believed they will arise

• Recoveries, electricity:

• Gauteng – 125%

• Mpumalanga – 110%

• Limpopo – 100%

• Recoveries, water: All malls - 100%

• Inflation:

• Electricity – 12.0%

• All other utilities 8.5%

• Security and cleaning 7.5%

• Consultant fees – 10.0%

• Repairs and maintenance, after initial 12 month period 7.5% - 8.0%

• Interest: Assumed repo rate to remain at current level

• Tax: 28.0% and 18.67% deferred tax on revaluations on Developed Investment Properties and Current Development Assets

• Property revaluations: Determined in accordance with the projected valuations of the Developed Investment Properties as prepared by the Independent Valuer. No

fair value adjustments on developments have been taken into account in the fair value adjustment for the 2016 forecast. The adjustment reflected relates only to the

current Developed Investment Properties

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Pro forma statement of financial position

Notes Before listing R’m Listing R'm 3

Non-current assets 1

Investment property 2 3,246.3 3,246.3

Defined development assets 4 339.6 339.6

Goodwill 950.0 950.0

Other non-current assets 0.7 0.7

Current assets

Cash and cash equivelants 19.1 216.1

Other current assets 24.7 24.7

Total assets 4,580.4 4,777.4

Equity and liabilities

Shareholder equity 3,726.6 3,923.6

Non-current liabilities

Interest bearing liabilities 229.7 229.7

Deferred tax 5 501.1 501.1

Current liabilities

Current liabilities 85.9 85.9

Land payable 34.7 34.7

Expense provision 2.5 2.5

Total equity and liabilities 4,580.4 4,777.4

Shares in issue 394,959,976 413,478,495

NAV per share including deferred tax 9.44 9.49

NAV per share excluding deferred tax 10.70 10.70

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Pro forma statement of financial position – notes

Notes to the pro forma statement of financial position:

1. Developed Investment Properties valued as per independent valuation as set out on page 15

2. Current Development Assets are valued in terms of a directors’ valuation at net realisable value as set out on page 52

3. Listing column assumes that R200,000,000 (net of a capital raising fee of 1.5%) of proceeds are raised at an issue price of R10.80 per share

4. Goodwill represents the premium paid by current Acsion shareholders on the formation of the Acsion group for 100% of the development company in order to secure

future development projects for the group as well as the value of the land at Benmore and project in Maputo.

• Acsion has entered into a binding sale agreement for the acquisition of the land parcel from Telkom Limited

• The land is still in the process of being transferred, and although the land transfer appears to be imminent, it does not meet the recognition criteria

for recognition for an asset in terms of IFRS, as the Acsion is not deemed to control the asset until transfer of the land has been completed

• Accordingly, the amount paid pursuant to the restructure transaction must, in terms of IFRS, be recognised as goodwill until such time as the risks

and rewards of ownership of the land have transferred

• The land at Benmore has been valued at R210 million in terms of a directors valuation of R3,742 / m2 for 56,107 m2 , the current anticipated project size for

the development

• Acsion has signed a Memorandum of Understanding with the Mozambican Ministry of Sport to develop a 50,000m2 shopping centre in Maputo

• The definitive transaction agreements are still in the process of being negotiated and finalised

• Since no formal or definitive agreement has been signed and no risks and rewards of ownership have passed to Acsion, it does not meet the

recognition criteria for an asset in terms of IFRS, as Acsion is not deemed to be in control of the rights to build on the land until a definitive

agreement has been signed

• Accordingly, the amount paid pursuant to the restructure transaction must in terms of IFRS, be recognised as goodwill until such time as the

company has secured the risks and rewards of ownership of, or similar rights in, the asset

• The project at Maputo has been valued at R200 million in terms of a directors valuation at this stage of R4,000 / m2 for an anticipated development of 50,000

m2

5. With the exception of Hyde Park Terrace and Residential@Moutsiya, Acsion’s strategy in to retain the significant majority of the assets it develops and will accordingly

not realise its deferred tax liabilities

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Valuation of the current development assets

The current development assets will result in the unlock of NAV / capital uplift for Acsion shareholders

Notes:

1. Estimated value on completion per valuations provided by the independent valuer

2. Total costs per feasibility study, reflects Acsion’s estimation of the total development cost to be incurred in completion of the project and includes land, tenant installations, tenant

allowances (where applicable) and consultant fees

3. Development profit is equal to the difference between the estimated value on completion and the total costs per Acsion’s feas ibility studies

4. Years to completion calculated as the time between the anticipated date of completion and the anticipated listing date of 8 December 2014

5. NPV of NAV uplift / capital profits reflects the net present value of the NAV uplift / capital profits, calculated using a discount rate of 25%, as at the anticipated date of listing on

8 December 2014

6. Costs incurred to date, reflect the total costs including land acquisition costs, building costs and professional fees incurred to date

7. Balance sheet NAV is calculated as the sum of the NAV of development profits and the costs incurred to date

Development

Estimated

value on

completio1

(R’m)

Total

costs per

feasibility

study2

(R’m)

Development

profit3

(R’m)

Anticipated

date of

completion

of

development

Discount

rate

Years to

completion4

NPV of NAV /

capital

profits5

(R’m)

Costs

incurred to

date6

(R’m)

Balance

sheet NAV7

(R’m)

Net realisable developed value:

Mall@Carnival (phase III) 281.0 155.2 125.8 31-Aug-15 25.0% 0.75 106.5 2.3 108.8

Mall@Moutsiya 105.0 94.7 10.3 30-Oct-15 25.0% 0.92 8.4 9.3 17.6

Mall@Ruimte (phase I) 213.0 139.7 73.3 31-Mar-16 25.0% 1.33 54.4 20.2 74.6

Commercial@Ruimte 173.0 85.0 88.0 30-Jun-16 25.0% 1.58 61.8 14.4 76.2

Hyde Park Terrace 93.1 83.5 9.6 30-Jun-15 25.0% 0.58 8.4 54.1 62.4

339.6

Page 53: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Proposed Offer summary

Page 54: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 54 I Strictly private and confidential

Summary of the Acsion Offer

Issuer Acsion Limited

Offer size R200 million

Offer structure Primary issue

Offer price R10.10 – R10.80 per share

Indicative market

capitalisation R4.2 – R4.5 billion

Pricing metrics

Blended cap rate on developed properties: 8.26%

Development assets: developed value / land value

Value of development company (goodwill) for further development opportunities

Target annual NAV /

capital growth 20% - 25%

Listing location “Real Estate Holdings and Development” sector of the main board of the JSE Limited

As focus is on capital growth, Acsion will not seek REIT status on listing

Free float 20-25%

Distribution structure Private placement

Timing Early December

Independent valuer Peter Parfitt of Quadrant Properties Proprietary Limited

Legal advisor Read Hope Phillips Attorneys

Investment banker Investec Bank Limited

Reporting accountants Ernst & Young Inc.

A JSE listing will provide Acsion with a solid platform for growth from which to accelerate its development activities,

supporting its diversification both sectorally and geographically, providing shareholders access to sustainable

capital growth

Page 55: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 55 I Strictly private and confidential

Conclusion

• Unique opportunity for investors to participate in the JSE’s only focused development company alongside a highly experienced

management team with a 17 year proven track record of delivering NAV / capital uplift for its shareholders

• In addition to the capital profits from its current development assets, Acsion will continue to seek out new development opportunities

and through its development expertise, aims to secure further opportunities to accelerate the growth in NAV that it has delivered for its

shareholders to date

• Growth opportunities to include sectoral and geographic diversification into residential and commercial and Southern African

development respectively

• The proposed listing price at NAV (excluding deferred tax) is competitively priced relative to international NAV-focused property

development companies

A unique investment opportunity in an NAV focused property developer

Page 56: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Annexures

Page 57: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Annexure I: Case study

Page 58: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 58 I Strictly private and confidential

Case study Development of Mall@Carnival Phase I & II

• In 2002, Acsion identified a need for a substantial retail offering in the Brakpan area given the areas’ high density, rising income

population and the distance to and accessibility of other retail offerings in the catchment area

• Given the draw of Carnival City as a destination gaming and entertainment node for the broader Brakpan catchment area, the

accessibility of the site on the N17 highway and demographics of the surrounding areas, Acsion identified the current site of the

Mall@Carnival as an attractive site for a potential retail development. It subsequently acquired a 7.5 ha plot of land in 2004 with the

view to develop a regional mall to service the broader Boksburg, Kwathema, Brakpan, Dalpark, Tsakane, Springs, Germiston, Benoni,

Nigel and Daduza catchment areas at the same time Acsion applied for rights on the land of earmarked for Phase II

• Acsion thereafter continued the process to secure “special zone” development rights on the full portion of land, which rights were

proclaimed in 2004

• Phase I of the Mall@Carnival of 30,000m2 commenced in 2004, and was completed in October 2005 at a total capital cost of R100

million

• Given further tenant demand and the continued densification and spending power of the primary catchment areas, an additional 13.9ha

of additional bulk was acquired in 2010, increasing Acsion’s total land holding to a total of 21.4 ha. The same “special zone”

development rights had already been secured for the additional bulk in 2004

• To service the above-mentioned demand, development of phase II of the Mall@Carnival commenced in 2010 comprising a 42,000m2

extension to the centre which was completed in September 2011 at a total capital cost of R226 million

• An additional R10 million has been spent on ad hoc capital upgrades to the mall since its construction

• Acsion’s vision culminated in the Mall@Carnival today comprising a 72,338m2 regional centre which is currently valued at R1,525

million (vs. a total development cost of R371 million)

• Due to additional tenant demand, and in order to right-size some shops, phase III of the Mall@Carnival commenced in August 2014 to

add a further ±18,000m2 to the centre

Page 59: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 59 I Strictly private and confidential

Case study

R’000 Feb 2005 Feb 2006 Feb 2007 Feb 2008 Feb 2009 Feb 2010 Feb 2011 Feb 2012 Feb 2013 Feb 2014

Project Cash Flows

Investment (20,033) (94,574) (5,570) 374 (1,878) (15,083) (101,466) (126,193) (1,638) (5,227)

Operational cash flows 2,543 9,669 26,220 28,022 30,160 31,851 48,295 31,519 87,807 109,282

Terminal value (fair value of

property) - - - - - - - - - 1,525,000

Terminal value (operational

assets) - - - - - - - - - (24,086)

Net cash flow (17,490) (84,905) 20,650 28,396 28,282 16,768 (53,171) (94,674) 86,169 1,604,969

IRR (pre-tax) 45.1%

Return calculation

R’000 Feb 2005 Feb 2006 Feb 2007 Feb 2008 Feb 2009 Feb 2010 Feb 2011 Feb 2012 Feb 2013 Feb 2014

Equity Cash Flows (including shareholder loans)

Investment (19,711) (254) 6,051 8,225 353 (6,999) (25,288) (12,041) 4,753 42,135

Terminal value (fair value of

property) - - - - - - - - - 1,525,000

Terminal value (operational

assets) - - - - - - - - - (24,086)

Less: Net debt - - - - - - - - - (101,483)

Net cash flow (19,711) (254) 6,051 8,225 353 (6,999) (25,288) (12,041) 4,753 1,441,566

IRR (pre-tax) 62.8%

Page 60: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Annexure II: Valuation considerations

Page 61: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 61 I Strictly private and confidential

Trading multiples Acsion is competitively priced relative to international NAV-focused property development companies

Source: Bloomberg / company accounts (2014/10/21)

-

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

Bonvests

Hld

gs (

Sin

gapore

)

Cheuk N

ang H

ldgs (

Hong K

ong)

Lip

po C

hin

a R

es (

Hong K

ong)

Ora

scom

Develo

pm

(S

witzerla

nd)

Nan H

ai C

orp

Ltd

(H

ong K

ong)

Radiu

m L

ife T

ech (

Ta

iwan)

Invers

iones C

ent

(Peru

)

Lee K

im T

ah H

dgs (

Sin

gapore

)

Acsio

n L

imited (

South

Afr

ica)

Hua

ku

Deve

lop

me

n (

Ta

iwa

n)

Shin

ing B

uild

ing (

Ta

iwan)

Pre

ssance C

orp

(Japan)

Mkh B

hd (

Mala

ysia

)

Sc A

sset C

orp

Pc (

Th

aila

nd)

Ksl H

old

ings B

hd (

Mala

ysia

)

Om

axe L

td (

India

)

Peet Ltd

(A

ustr

alia

)

Kaw

asan Indus J

a (

Indonesia

)

Matr

ix C

oncepts

(M

ala

ysia

)

Cosm

os G

roup -

A (

Chin

a)

Gold

en L

and P

rop (

Th

aila

nd)

Dongguan W

in-A

(C

hin

a)

Am

ata

Corp

Pub (

Th

aila

nd)

Baoan H

ongji-

A (

Chin

a)

Hefe

i U

rban -

A (

Chin

a)

Beih

-Pro

pert

y-A

(C

hin

a)

Bekasi F

aja

r In

d (

Indonesia

)

Price / NAV Price / NAV excl deferred tax Weighted average (excl deferred tax) - 1.33 Weighted average (incl deferred tax) - 1.35

Page 62: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

Acsion Property Fund Limited Annexure III: Contact details

Page 63: Acsion Property Fund Limited Acsion Limited · Portfolio overview Developed property portfolio: completed in-house by Acsion Description Sector Location Independent valuation (R‘m)

P 63 I Strictly private and confidential

Name Office Mobile E-mail

Kiriakos Anastasiadis +27 12 656 8957 +27 83 283 9999 [email protected]

Pieter Scholtz +27 12 656 8957 +27 82 934 0900 [email protected]

Dimitri Thomas +27 12 656 8957 +27 82 692 1633 [email protected]

Yanni Anastasiadis +27 12 656 8957 +27 72 696 9919 [email protected]

Acsion contact details

Contact details

Name Office Mobile E-mail

Tomi Amosun +27 11 291 3269 +27 83 569 8669 [email protected]

Marc Green +27 11 291 3389 +27 82 419 1495 [email protected]

Alon Kruger +27 11 286 7986 +27 83 412 2440 [email protected]

Investec contact details