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Greenman Investments Retail+ Fund Factsheet 2014 1

GreenmanRetail+First Series

Fund FactsheetValid until 1st August 2014

Greenman Investments Retail+ Fund Factsheet 2014 32 Retail+ Fund Factsheet 2014 Greenman Investments

CONTENTS Investor Note 4

Definitions 6

At a Glance 8

Greenman Investments - The Manager 10

Our Team 12

Investment Philosophy 15

Retail+’s Investment Structure 16

The Investment Strategy 18

The Centres 20

Purchasing the Centres 22

The Tenants 24

Generating Investor Income 26

Exit 30

Exit Returns 32

Investing 34

Fees & Charges 37

Investor Reporting 39

Regulatory Requirements 40

Contact 42


INVESTOR NOTEThis document is not an offering document. This document is a supplementary marketing document (the “Factsheet”).

This Factsheet is provided for information purposes only, and is not intended to be and must not alone be taken as

the basis for an investment decision. This Factsheet is issued on a confidential basis to Well-Informed Investors who

have expressed an interest in Greenman Investments SCA, SICAV-FIS, a Luxembourg société d’investissement á

capital variable – fonds d’investissement spécialisé (investment company with variable capital – specialized invest-

ment fund) formed as a société en commandite par actions (corporate partnership limited by shares) in accordance

with the 2007 Act (the “Platform”) and it’s compartment Greenman Retail+ (“Retail+”).

Retail+ is approved by the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority

for financial services (the “CSSF”). Retail+ is being marketed by Premier Benchmark Property Limited, t/a Greenman

Investments (“Greenman”). In Ireland under the passporting regime of the Alternative Investment Fund Managers

Directive (the “AIFMD”), Greenman is authorised as an Alternative Investment Fund Manager by the Central Bank of

Ireland (the “Central Bank”) under the European Union (Alternative Investment Fund Managers) Regulations 2013.

Authorisation number C123941.

By accepting receipt of the Factsheet and any other information supplied to potential investors, the recipient agrees

that such information is confidential. Each recipient hereof by accepting delivery of this Factsheet agrees to keep

confidential the information contained herein and to return it and all related materials to Greenman if such recipi-

ent does not undertake to purchase any of the ordinary shares. By accepting this Factsheet, investors are not to

construe the contents of this Factsheet or any prior or subsequent communications from the Platform, Retail+ or

Greenman, the platforms service providers or any of their respective officers, members, employees, representatives

or agents as investment, legal, accounting, regulatory or tax advice.

Prior to investing in Retail+ investors should conduct their own investigation and analysis of an investment in Retail+

and consult with their legal advisers and their investment, accounting, regulatory and tax advisors to determine the

consequences of an investment in Retail+ and arrive at an independent evaluation of such investment, including the

applicability of any legal, sales or investment restrictions without reliance on Retail+, Greenman, Retail+’s service

providers or any of their respective officers, members, employees, representatives or agents. Neither Retail+, Green-

man, Retail+’s service providers or any of their respective officers, members, employees, representatives or agents

accept any responsibility or liability whatsoever for the appropriateness of any investor investing in the company.

Investors are urged to request additional information they may consider necessary or desirable in making an

informed investment decision. Each investor is encouraged, prior to the consummation of their investment, to ask

questions of, and receive answers from Retail+ and Greenman about the investment and to request any additional

information in order to verify the accuracy of the information contained herein.

Greenman has taken reasonable care to ensure that the information contained in this Factsheet is accurate as of

the date of print of this Factsheet. Certain statements contained in this Factsheet are forward-looking statements.

These forward-looking statements are based on current expectations, estimates, assumptions and projections

about the markets in which Retail+ shall operate, and the beliefs and assumptions of Retail+ and Greenman. Words

such as “expects”, “may”, “targeted”, “likely”, “assume”, “assumption”, “anticipates”, “should”, “intends”, “plans”,

“believes”, “seeks”, “estimates”, “forecasts”, “projects” and variations of such words and similar expressions are

intended to identify such forward-looking statements. These statements are not guarantees of future performance

and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and

results may differ materially from what is expressed or forecasted in such forward-looking statements. Among the

factors that could cause actual results to differ materially are the general economic climate, inflationary trends,

interest rate levels, the availability of financing, tenant strength, changes in tax and corporate regulations and other

risks associated with the ownership and acquisition of commercial real estate including changes in the legal or

regulatory environment or operation costs may be greater than anticipated.

Other than as described below, Retail+ and Greenman have no obligation to update this Factsheet. This Factsheet

will only be updated in accordance with Luxembourg law. Under no circumstances should the delivery of this

Factsheet, irrespective of when it is made, create an implication that there has been no change in Retail+’s affairs

since such date.

Any translation of this Factsheet or of any other transaction document into any other language will only be for

convenience of the relevant investors having requested such translation. In the case of any discrepancy due to

translation, the English version of the Factsheet and other transaction documents will prevail.

Greenman require each investor to read and thoroughly digest Retail+’s Investor Memorandum and Offering Docu-

ment prior to making an investment in Retail+. Retail+’s Investor Memorandum and Offering Document are available

upon request from Greenman in soft copy format only.


DEFINITIONSUnless otherwise defined, capitalised terms used throughout this Factsheet shall have the following meanings:

AIFM means Alternative Investment Fund Manager

AIFMD means the Alternative Investment Fund Managers Directive 2011/61/EU

Anchors means the Centres’ anchor tenants, being one of Germany’s leading food or near-

food retailers

Annual Report means Retail+’s annual report

Board means Greenman’s five person board of directors

Central Bank means the Central Bank of Ireland

Centres means German fachmarktzentren

Circular Purchase Procedure means the process by which Retail+ is not obliged to make any payment to the

Developer until the Centre has been constructed and all tenants have paid their

first rent obligations

CSSF means the Commission de Surveillance du Secteur Financier, the Luxembourg

supervisory authority for financial services

Developers means German “Mittelstand” building contractors/developers

Distribution means the remaining surpluses from rental income that will be returned to inves-

tors in a form as determined by their share class selection once annually

Dividend Shares means Share Class A of Retail+

Due Diligence means the 18 stage due diligence process

Exit Fee means the fee that Greenman receives on successful sale of Retail+’s portfolio

Exposé means a summary of a potential project

Factsheet means this document, being a supplementary marketing document

First Closing means the 18th July 2014, being the closing date of the first series

Greenman is Premier Benchmark Property, t/a Greenman Investments, regulated in Ireland by

the Central Bank as an Alternative Investment Fund Manager under the European

Union (Alternative Investment Fund Managers) Regulations 2013. Authorisation

number C123941.

ING means ING Luxembourg, Retail+’s Depositary

Lending Bank means the bank chosen to provide the senior debt

Management Fee means the fee Greenman shall receive for managing the portfolio

Mortgage means the local bank finance which is either: a) part of a larger pre-agreed portfolio

loan facility; or b) a separate stand-alone Mortgage

Platform is Greenman Investments SCA, SICAV-FIS, a Luxembourg société d’investissement

á capital variable – fonds d’investissement spécialisé (investment company with

variable capital – specialized investment fund) formed as a société en commandite

par actions (corporate partnership limited by shares) in accordance with the 2007

Act

Portfolio means Retail+’s portfolio of Centres

Primary Anchors means the primary anchor tenants of the Centres, being one of Germany’s leading

food retailers

Property Acquisition Fee means a fee Greenman shall receive for successfully purchasing a property

Purchase Agreement means the binding agreement that the fund enters into to purchase the Centre

Redemption Shares means Share Class B of Retail+

Reinvestment Shares means Share Class C of Retail+

Rent Roll means the Centres’ annual rental income

Retail+ is Greenman Retail+, the Platform’s first compartment

SGG means SGG S.A., Retail+’s fund administrator

Subscribe the means by which eligible investors may apply for ordinary shares in Retail+

Subscription Fee means a maximum fee of €0.03 per share included in the issuance price paid to

the party who has introduced the investor to Retail+

Subsequent Closings means additional closings between the First Closing and the final closing

Tenant Handover means the handover of a building to the Centre’s tenant under a protocol agreed

in their lease

Work-Out Period means an additional period of up to 12 months that Retail+ may be operated


Fund Type Income generating German food retail property fund.

PlatformLuxembourg seated specialist investment fund regulated in Luxembourg by the CSSF, Luxembourg’s financial

regulator.

Fund Manager Greenman.

Property Asset Class German fachmarktzentren (the “Centres”).

Primary Tenants

EDEKA – Germany’s largest food retailer.

REWE – Germany’s second largest food retailer.

ALDI – Germany’s largest food discounter.

LIDL – Germany’s second largest food discounter.

Centre Locations Large German cities and other strategic locations across Germany.

Centre TypesMulti-tenanted, purpose-built, “neighbourhood Centres” with a total retail area of 3,500 sqm to 20,000 sqm

and a purchase volume of between c. €7m and €25m.

Mortgages The Centres will be purchased with a maximum LTV of 50%.

Fund DistributionsRent surpluses used to make distributions to investors annually. The manager expects net distributions to

equal 5.3% PA.

Target Fund Size €90m (including €50m of investor funds).

1st Series Investment

Period6th May 2014 – 18th July 2014.

Investment Exit Date September 2019 – March 2020.

Target ReturnsThe total investor return at exit, inclusive of the annual distributions, is targeted to be 8.63% PA which is

equal to an IRR of 10.39%.

Open to Investment From all pension types and direct investments (subject to conditions on page 34).

AT A GLANCE


Dublin

London

Paris

Brussels

Greenman O�ces

Location of Centers

Investors from

Geneva

Zurich

Berlin

Luxembourg

GREENMAN INVESTMENTS - THE MANAGERGreenman was formed in 2005 and is a leading, sector specific German real estate invest-

ment fund manager. Greenman have embraced the AIFMD and are authorised by the Central

Bank as an Alternative Investment Fund Manager (the “AIFM”). Greenman’s senior manage-

ment team have a successful track record in the acquisition, management and operation of

German fachmarktzentren, providing investment management services, risk management and

negotiation of bank finance. This combination of skills provides a unique knowledge base

which Greenman use to design and implement investment strategies for its investment funds.

The focus of Greenman’s investment model is the generation of investor income. To achieve

this Greenman specialise in one specific asset class, German fachmarktzentren. Fach-

marktzentren are retail centres located in or near to large residential communities and are

anchored by at least one of Germany’s top food retailers in combination with one or more

of Germany’s near-food and non-food retailing multiples. Each centre has retail areas of

between c. 3,500 sqm and c. 20,000 sqm.

As sector specialists Greenman have the product knowledge, market understanding and most

importantly the industry relationships that are required to find, select, access and purchase

Centres which will deliver targeted investment returns.

We are regulated by the Central Bank of Ireland as an Alternative Investment Fund Manager with a passport to market our investment funds throughout Ireland, Luxembourg, France, Germany, the UK and Switzerland.


OUR TEAMGreenman employ twelve highly qualified, experienced and dedicated staff who work either from our Dublin or Berlin offices as members of one

of our four teams: portfolio management, investor relations, investment reporting and risk management. Each team leader has responsibility

for a number of management functions and reports directly to Greenman’s board. Greenman’s five person board consists of three executive

directors and two non-executive directors, one of which is chairman (the “Board”). Key team members include:

John Wilkinson

John has been responsible at

board level for the implementation

of real estate investment strate-

gies designed to deliver consistent

investment returns to corporate

bodies, professional investors and

groups of HNWIs. This includes

creating procedures to effectively

manage the selection, funding, pur-

chase and operation of portfolios of

German Centres. He has successfully

lead lease negotiations with many

of Germany’s leading retailers and

has been responsible for the devel-

opment of relationships with all of

Greenman’s German counterparties.

Peter O’Reilly

Since 1990 Peter O’Reilly has been

providing Irish individuals, com-

pany directors and companies with

pension and investment advice.

His particular expertise being the

creation and administration of self-

administered pension schemes. He

has, using his specialised knowledge

of Ireland’s investment community,

been responsible for the estab-

lishment of Greenman’s extensive

broker network.

William Conolly-Carew

As one of our founding directors

William has an invaluable knowl-

edge of the day to day operation of,

and exit strategies for, German real

estate investment vehicles. He is a

key member of our Investor Rela-

tions Team. One of his roles within

this team is the overall responsibility

for the management of relation-

ships with a number of our major

investment intermediaries and their

clients. As head of human resources

William ensures our team envi-

ronment, although hard working,

remains enjoyable.

Eimear Tully

Following completion of her degree in

Property Economics in DIT in 2009,

Eimear joined Greenman directly

to assist with the development of

Greenman’s first fund, Greenman

Auto. Following a broad training pro-

gramme in business development

and fund administration, Eimear’s

role expanded exclusively to inves-

tor relations. Eimear has worked

alongside the Portfolio Team whilst

developing an extensive network

of intermediaries. Eimear ensures

intermediaries are supported at all

times in tandem with implementing

the funds’ investment strategies.

In 2013 Eimear completed her QFA

studies with the Institute of Banking.

David O’Meara

Armed with a Business and Law

degree from UCD and four years’

experience with a big four profes-

sional advisory firm and a large US

corporate bank, David joined Green-

man in August 2011. As a member

of the Investor Relations Team

David’s role has seen him establish

and maintain strong relationships

with a large panel of intermediar-

ies, particularly in Munster. David’s

key strength is the ability to develop

long term relationships by getting to

know individuals and tailoring solu-

tions that meet their needs. David’s

previous industry experience makes

him well equipped to help Greenman

pursue the opportunities that the

AIFM regulatory status shall bring in

the years ahead.

Michael Barry

Prior to his appointment as Chief

Financial Officer Michael has held

a number of finance roles within

Greenman. Michael holds a post

graduate master’s degree in Finance

from the Michael Smurfit Graduate

School of Business and is in the

process of studying to become a

Chartered Accountant. Michael is

the leader of Greenman’s Investment

Reporting Team and communicates

directly with Greenman’s coun-

terparties on a daily basis. He has

developed strong working relation-

ships with Greenman’s Depositary,

Administrator and Auditors.


INCOME

SEC

UR ITY

TRANSPAR

ENC

Y

INVESTMENT PHILOSOPHyIn the interests of transparent and effective corporate governance Greenman have appointed

experienced real estate, retail industry, private equity and audit professionals to the independ-

ent committees and boards to provide opinion to and assist Greenman with the implementation

of the SICAV’s investment strategy.

All decisions taken by our teams are made within the framework of three simple, practical

and replicable investment policy pillars:

Income

The desire to provide investors with predictable and consistent income annually.

Security

Select, purchase and proactively manage Retail+’s portfolio within a risk profile designed to

protect the value of investor funds.

Transparency

To operate Retail+ in an open and transparent manner so that investors have a deep under-

standing of Retail+’s investment policies, strategies, risk profile and performance.


RETAIL+ INVESTMENT STRUCTURERetail+ is approved by Luxembourg’s financial regulator, the CSSF. The approval requires

Retail+ to appoint a depositary to safeguard its investors’ funds. Retail+ has appointed ING

Luxembourg (“ING”) as its depositary. Investor funds will be received directly by ING and will

remain with ING until such time as they are required to pay for a Centre.

Retail+ has appointed SGG S.A. (“SGG”) as its fund administrator under a central adminis-

tration, registrar and transfer agent agreement. Under this agreement SGG is responsible

for the processing of subscriptions, redemptions (if any), Retail+’s book keeping and the

calculation of Retail+’s NAV.

Retail+ has appointed Greenman as its investment manager under an investment services

agreement. Under this agreement Greenman is responsible for the management of Retail+’s

portfolio of Centres, Retail+’s risk management and the marketing of Retail+ to eligible

investors.

Retail+ shall assemble a portfolio of Centres between May 2014 and November 2015 (the

“Portfolio”). The Centres will be purchased via separate portfolio companies each of which

will own one Centre. As a result each investor will be a part owner of all the Centres. The

Centres will be purchased with a combination of the investors’ equity and local bank finance

(the “Mortgage”). The Mortgage shall be a maximum of 50% of the Centre’s purchase price.

The Centre’s rental income surpluses after all operational costs have been met, will be used

to make investor distributions (the “Distribution”). Investors can choose, depending upon

their personal circumstances, tax status and investment type, to receive the Distribution in

one of three forms.

The SIF’s first compartment (“Retail+”)

The SIF is a specialised investment fund under Luxembourg’s 2007

SIF act. The SIF is a corporate partnership limited by shares and is

regulated by the CSSF. The SIF is an umbrella structure consisting of

one or several compartments. The assets of each compartment are

seperate and invested according to the specific investment policy of

that compartment.

A Luxembourg company, whose corporate form is a Sàrl, (the “LUX Intermediary”) which is 100% owned by Retail+

A German limited partnership, whose corporate form is a GmbH

& Co.KG, (the “DE Intermediary”) of which 100% of its limited

partner shares are owned by the LUX Intermediary

A German portfolio company, whose corporate form is a GmbH

(the “Portfolio Company”) of which up to 94% is owned by the

DE Intermediary. Each Portfolio Company will own one Centre.

Portfolio

Company

Portfolio

Company

Portfolio

Company

Greenman Investments, the SIF’s AIFM

(“Greenman”)

ING Luxembourg, the SIF’s depositary

(“ING”)

SGG S.A., the SIF’s administrator

(“SGG”)

Greenman Investments S.C.A., SICAV-FIS (the “SIF”)

Investors. All investors

are Limted Partners

(the “LPs”).

Greenman

Investments Partners

Sàrl (the “GP”)


THE INVESTMENT STRATEGyBetween March 2014 and November 2015 Retail+ shall assemble a portfolio of Centres which are located in Germany’s largest cities, large

regional cities and other strategic locations across Germany. Key investment restrictions include:

Locations

The Centres must be located in large German cities and regional centres which have

sufficient local population, demographics and socio-economic profiles to support the

tenants’ retail concepts in the long term.

Primary Anchor Tenants

Each Centre must, at a minimum, contain a unit which is let to one of Germany’s leading

food retailers (the “Primary Anchors”). The Primary Anchors must meet minimum

qualification criteria. The Primary Anchors must, either individually or collectively,

account for a minimum of 20% of the Centre’s annual rental income (the “Rent Roll”)

and either individually or collectively, have a maximum chance of default upon their

rental obligations of 0.5%.

Anchor Tenants

Each Centre must, at a minimum, contain a unit which is let to one of Germany’s

leading food and near-food retailers (the “Anchors”). The Anchors must meet minimum

qualification criteria. The Anchors must, either individually or collectively, account for a

minimum of 15% of the Rent Roll and either individually or collectively, have a maximum

chance of default upon their rental obligations of 0.75%.

Lease Terms

Newly Built Centres – 60% of the Rent Roll must be met by either Primary Anchors

alone, or in combination with Anchors whose leases collectively have a weighted

minimum unexpired lease term of 12 (in words twelve) years.

Recently Built Centres – 60% of the Rent Roll must be met by either Primary Anchors

alone, or in combination with Anchors whose leases collectively have a weighted

minimum unexpired lease term of 10 (in words ten) years.

Mortgage Each Centre must be purchased with a maximum LTV of 50%.

Mortgage Structuring

The interest payable for each Centre’s Mortgage must be either fixed or hedged to

ensure a Centre’s Mortgage obligations will not increase above a pre-set maximum

during the term of the investment.

Exit TimingThe Portfolio is targeted to be sold for the same cost as it was assembled (0% capital

appreciation) between September 2019 and March 2020.


THE CENTRESGreenman have built effective working partnerships with a number

of German “Mittelstand” building contractors/developers (the

“Developers”) who have been building retail units for the Primary

Anchors and Anchors for long periods of time. These relationships

guarantee direct first look access to Centres which are off-market

and at their pre-construction conception phase.

The characteristics which make the Centres attractive to Retail+

are consistent with the investment objectives of the institutional

investors whom the Portfolio will be offered to at exit. Therefore

Greenman will assemble the Portfolio with the final buyer and their

investment criteria in mind at all times.

Greenman have identified and are in the process of completing

extensive due diligence on a number of Centres located in Berlin

and other large German cities with a total value of c. €150m. The

funds collected during the first series will be used to acquire the

first of these Centres. The first Centre will be acquired immediately

after the first closing.


PURCHASING THE CENTRESGreenman’s relationship with the Developers allows early stage access to sought-after projects at competitive purchase prices, often at

their conception phase. This gives Greenman the opportunity to unhurriedly complete a thorough selection and purchase process. Under the

standard terms of this process, Retail+ is not obliged to make any payment to the Developer until the Centre has been constructed and all ten-

ants have paid their first rent obligations (the “Circular Purchase Procedure”). The key stages of the Circular Purchase Procedure include:

Project Review

As a first step Greenman receive a summary of a potential project (the “Exposé”). The Exposé is reviewed to see if the project meets

the investment restrictions. During the Exposé Review Greenman also consider its affect upon the performance and balance of the

Portfolio as a whole.

Due Diligence

Every project Greenman acquires is subjected to an 18 stage due diligence process (the “Due Diligence”). Due Diligence can take up

to 18 months and includes input from independent service providers, legal advisors and valuation experts. Retail+’s Advisory Com-

mittee’s opinion and the approval of Greenman’s Chief Risk Officer and Board is required 7 times during the Due Diligence.

Purchase Price Negotiations

Greenman complete the purchase price negotiations concurrently with the final stages of Due Diligence. In the event that the final

rents paid by a Centre’s tenants may not be known until after the handover, a fixed purchase factor is agreed.

Finance Negotiations

Greenman complete the finance with the bank chosen to provide the Senior Debt (the “Lending Bank”). The Lending Bank will com-

plete their internal due diligence process and enter into an agreement to provide the Mortgage based upon certain interest and bank

margin formulae subject to certain pay-out conditions on an agreed date in the future.

Commit to Purchase

Retail+ enters into a binding agreement (the “Purchase Agreement”). Under its terms Retail+ is bound to purchase the Centre for a

fixed price after the Centre has been fully constructed and its tenants have accepted handover. The Purchase Agreement may require

Greenman to provide proof of its ability to pay.

Tenant Handover

Once the property is constructed the Developer invites the Centre’s tenants to accept the handover of their building under a protocol

agreed in their lease (the “Tenant Handover”). When the Tenant Handover is complete the tenants are bound to meet their first rent

obligations.

Ownership

Only after all Tenant Handovers have been successfully completed and 100% of all tenants’ first rental obligations have been met will

Retail+ be obliged to transfer the purchase price as agreed in the Purchase Agreement. If all Tenant Handovers are not completed

by a set date Greenman has the right to rescind the Purchase Agreement. This ensures that Retail+ will take freehold ownership of a

Centre only after all tenants have met their first rent obligations and removes Retail+ from any construction risk.


THE TENANTSThe most important contributory factor to the success of Retail+ will

be the tenant’s ability to consistently pay rent. Therefore selecting

highly creditworthy tenants is Greenman’s foremost priority. The

pre-approved anchor tenants have an average chance of default

of 0.16%.

Tenant Name EDEKA REWE ALDI LIDL

Position in Europe 6 5 4 1

Position in Germany 1 2 4 3

German Turnover as a % of Total 100% 50% 45% 25%

Turnover 2012 €41.6bn €22.7bn €22.8bn €14.5bn

% Change from 2011 +4.5% +4.0% +3.6% +1.3%

No. of Stores 11,763 6,627 4,284 3,299

Average Store Size (sqm) 800 900 1,050 820

Sales Revenue/sqm €4,000 €3,910 €5,510 €5,920

Creditreform Chance of Default 0.10% 0.16% 0.08% 0.11%

26% EDEKA’s share of German food sales 99.92% the % likelihood that ALDI will pay rents on time 6,627 the number of German REWE stores


GENERATING INVESTOR INCOMEGreenman Retail is designed to generate investor income. With low finance and operational costs, its Portfolio will generate a large annual

rental income surplus. These surpluses will be distributed back to investors once yearly. To provide investor income, Greenman ensures:

• allcostsarefixedduringthetermoftheinvestment;

• alltenantsarehighlycreditworthymakingrentalsurplusesalmostguaranteed;and

• surpluseswillbeautomaticallymadeavailabletoinvestorsannually.

Greenman forecast that c. 43% of Retail+’s rental income will be required to meet its operational and Mortgage obligations. The remaining

surpluses will be returned to investors as a Distribution in a form as determined by their share class selection.

Rent Surpluses (56.3%) Bank Loan Repayments Interest Costs

Management

Fees And

Operational Costs

100% RENTAL INCOME


distributions paid as:Date Applicable Period

Target Distribution

(NET % Return)Amount (€)

July 2015 Jul - Dec 2014 2.62% 3,275

July 2016 Jan - Dec 2015 5.25% 6,563

July 2017 Jan - Dec 2016 5.25% 6,563

July 2018 Jan - Dec 2017 5.25% 6,563

July 2019 Jan - Dec 2018 5.25% 6,563

March 2020 Jan 2019 - Feb 2020 6.26% 7,825

Based upon an investment of €125,000

invested before 18th July 2014

Total Distributions 37,350

Total Return 29.9%

Annualised Return 5.3%


EXITCentres of the type which will be purchased by Retail+ accounted

for roughly 35% of German retail property transactions in 2013 and

on average (since 2005), c. €3bn is transacted in this asset class

annually.

The values of these Centres have in recent years remained remark-

ably consistent. The graph highlights the average sales factor for

Greenman’s asset class between 1999 and 2013. It illustrates that

the values of Centres which Retail+ shall own are unlikely to change

dramatically over the lifespan of Retail+. It is therefore reasonable

to assume the Portfolio’s value will not alter dramatically during the

investment period. 6.76%

5.60%

6.80%

6.15%

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

NET

yie

ld %

Greenman calculate the NET yield (Cap Rate) as the rent less operational costs divided by the purchase price + acquisition costs (assumed at 10%)

Q2’

99

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99

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change in value of

Retail+ asset class


Source of Returns Total Target Return (% Breakdown) Amount (€)

Distributions 61.86% 37,350

Exit Surplus (inc saved liquidity and mortgage

reduction)38.14% 23,033

Based upon an Investment of €125,000 invested before

18th July 2014

Total Return (€) 60,383

Total Return (% of initial investment) 48.3%

Annualised Return (as a % of initial investment) 8.63%

IRR 10.39%

EXIT RETURNSGreenman believe that the Portfolio of properties owned by Retail+ will be an attractive target

for institutional investors seeking consistent long term income. The characteristics of the

Portfolio which shall be attractive at exit include:

The Assembly effect

Most institutional investors do not have the appetite to assemble portfolios so they

are reliant upon specialist organisations to do this on their behalf. These investors are

willing to pay a small premium to purchase a well balanced portfolio.

Tenant Attractiveness

Retail+’s tenants are the most recognised retailers in Germany and with little chance

of default, a potential purchaser can see an almost guaranteed income stream.

Occupancy Rate

The Circular Purchase Procedure guarantees 100% occupancy helping a potential

purchaser to more accurately calculate their returns.

Property Locations

In recent times most German planning authorities have reduced their willingness to

grant planning approval for the construction of fachmarktzentren. This means that

existing sites with existing approval are worth more.

Lease Rebalancing

Unlike EDEKA and REWE, the smaller anchor and secondary tenants who join them

in retail parks may not have the financial strength to commit to long leases at the

pre-construction phase. However, once operational, these tenants are usually willing

to extend leases to match the termination date of the Primary Anchor, benefiting all

parties including the owner.

Retail+’s conservative investment strategy, allied with the tenants’ strength, the

location of the fund, the type of asset class, its funding strategy and Greenman’s

unique exit risk rating model, gives Greenman confidence that Retail+ will perform

as anticipated.

The Portfolio properties will be offered for sale either as a whole or individually

during Q2 2019. The sales process is likely to take up to 6 months. Should Green-

man consider the best available offer received by September 2019 as not attractive,

Retail+, with the approval of the investors, will be operated for an additional period of

12 months (the “Work-Out Period”). At the end of the Work-Out Period the portfolio

must be sold. This could therefore mean it is sold at a valuation considerably less

than anticipated. Should Greenman’s targets be met, an investor can expect the fol-

lowing return:


ABC

INVESTINGEligible investors may apply (“Subscribe”) for ordinary shares in Retail+ for the first time from 6th May 2014 until

1st August 2014 (the “First Closing”). After the First Closing and until the final closing there may be Subsequent

Closings (the “Subsequent Closings”) when additional investment from investors will be admitted. The final closing

will be the second anniversary of the First Closing.

Share Classes

Greenman will make 3 (in words three) different classes of shares available for subscription by eligible inves-

tors. A separate NAV per share will be calculated for each class which may differ. The characteristics of each

share class are as follows:

Share Class A (the “Dividend Shares”)

The Dividend Shares will be:

• reservedforeligibleinvestorsmakingaminimuminvestmentof€125,000

• Retail+isentitledtoacceptasubscriptionwhichisbelowthisamountinaccordancewithsection8of

the general section of the offering document

• Distributions,ifany,willbepaidoutundertheformofdividendsonanannualbasis.

Share Class B (the “Redemption Shares”)

The Redemption Shares will be:




• Distributions,ifany,willbepaidoutundertheformofacompulsoryredemptionofRedemptionShares

on an annual basis.

Share Class C (the “Reinvestment Shares”)

The Reinvestment Shares will be:




• Distributions,ifany,willbereinvested.

Having given prior notice, of a minimum of thirty days, investors are entitled to convert shares of any class into shares

of another class at the relevant NAV. The conversion may be subject to a conversion fee which will be a maximum of

0.25% of the NAV. Retail+ may resolve to consolidate shares of the subsequent series into the oldest previous series

at the NAV of the relevant previous series.


FEES AND CHARGES

Subscription Fee

The price for shares of Class A, B and C, prior to the First

Closing, will be €1.00 (in words one EURO) per share. This

price includes a subscription fee (the “Subscription Fee”).

The Subscription Fee will be paid to the party who has intro-

duced the investor to Retail+ and will be a maximum of €0.03

(in words three cents) per share. The Subscription Fee can

be reduced or waived.

Greenman’s Fees

Greenman shall receive a fee for successfully purchasing

a property (the “Property Acquisition Fee”). The Property

Acquisition Fee shall be 11.5% of the gross purchase price

for a property minus all direct property acquisition costs, (the

costs directly triggered by the acquisition of a property e.g.

the public notary, legal fees and stamp duties) and all non-

direct costs incurred in connection with the assembly of the

portfolio but not directly attributable to a specific property

(e.g., research costs, costs to draft marketing material).

Greenman shall receive a portfolio management fee (the

“Management Fee”). The Management Fee will be equal to

5.75% (plus VAT, if applicable) of the aggregate amount of the

portfolio’s gross collected monthly rents set at a minimum of

€8,000/mth. This equates to roughly 0.7% of the investors

initial investment per annum.

Greenman shall receive a portfolio exit fee (the “Exit Fee”).

The Exit Fee will be equal to 1.75% (plus VAT, if applicable)

of the gross sale price of the Portfolio.

Pension and Investment Structure Providers Fees

If an investor is subscribing for shares via a pension, or other

approved and eligible investment structures, the provider of

that structure may levy a charge. The charge will be subject

to that provider’s terms and conditions.


INVESTOR REPORTINGInvestors get 24/7 access via Greenman’s website to information

and data about their investment from Greenman’s data & recording

portal, the InfoCentre. By accessing the InfoCentre investors can

access information about their investment, including; the amount

invested, the date of the investment, the number of shares issued,

the date the shares were issued and any specific notes or agree-

ments made during the subscription process.

The InfoCentre also provides a document library which stores

scanned copies of all correspondence issued to them by Greenman.

The document library also includes the current and previous annual

reports, in addition to other information and updates which may be

relevant to their investment.

The financial section of the InfoCentre also provides a table show-

ing the history of their investment. This section includes details of

any distributions, partial redemptions or other returns and the value

of their investment based upon the NAV as calculated in the latest

available annual report. The change in value of their investment is

expressed in total terms, percentage return and annualised percent-

age return.

In accordance with the AIFMD, once yearly, Greenman shall forward

Retail+’s annual report (the “Annual Report”) to each investor. The

Annual Report will follow an annual audit carried out by Moore Ste-

phens Luxembourg. The Annual Report will provide investors with:

• annualfinancialdata,includingthevaluationoftheCentres

and the NAV calculation

• areviewofRetail+’slendingandbankingarrangements

• areviewoftheperformanceofeachofRetail+’sCentres

• Centrepurchasesanddisposals


Risk Management

In compliance with AIFMD requirements, Greenman’s permanent and

separate Chief Risk Officer is responsible for monitoring Retail+’s

risk limits and for back testing the impact of possible breaches of

these limits upon investor returns. Furthermore Retail+ is obliged

to adhere to the CSSF’s risk spreading rules (circular 07/309) at

the end of the kick-off period. Should any risk limit breaches occur,

Greenman’s Chief Risk Officer, in accordance with AIFMD, is obliged

to report these breaches to the CBI and to Retail+’s investors. In that

event Greenman is obliged to take any action the CBI deem neces-

sary which may include the liquidation of Retail+.

Portfolio Management

In compliance with AIFMD, Greenman is responsible for Retail+’s

portfolio management function. Included in this obligation is Green-

man’s requirement to implement Retail+’s investment strategy

which has previously been approved by the CSSF. Any amendments

to Retail+’s investment strategy must first be approved by the CSSF

and the investors.

Compliance

Greenman has implemented procedures which are designed to

ensure that it, at all times, complies with its obligations to the CBI

and the CSSF. Greenman’s Chief Compliance Officer is responsible

for ensuring that Greenman is in compliance with the AIFMD Regula-

tions, AIFMD Level 2 or any other requirements which are applicable

to Greenman. Furthermore Greenman’s Chief Compliance Officer is

required to report any breaches of the AIFMD Regulations, AIFMD

Level 2 or any other requirements which are applicable to Green-

man that may be of a prudential concern or which may impact upon

Greenman’s reputation as soon as he becomes aware of them to the

competent authorities.

Depositary Oversight of Greenman

ING Luxembourg shall initiate procedures to check Retail+ is in com-

pliance with applicable law and regulation together with its rules and

articles of incorporation as well as monitoring Retail+’s compliance

with its investment restrictions and leverage limits, and perform ex-

ante verifications in certain circumstances. To fulfil this oversight

duty, ING shall perform an initial assessment, as well as an ongoing

and an annual due diligence review on:

• Retail+’sandGreenman’sgovernanceandactivities;

• Retail+’sandGreenman’scapability toprovide information;

and

• themeansandinfrastructuresGreenmanhasimplementedto

identify and repair breaches.

Depositary Oversight of SGG

ING Luxembourg will implement a set of obligations of oversight on

SGG’s fund administration function. This means that the deposi-

tary bank shall in all instances have a clear overview of Retail+’s

administration. This includes the process implemented to ensure

valorisation of Retail+’s underlying investments and the procedures

with regards to standard reconciliations.

Where discrepancies are identified, ING is duty-bound to ensure that

appropriate remedial action is implemented by SGG. These measures

are designed to ensure the best valorisation quality of Retail+ and

thus increases the level of protection for Retail+’s investors.

Acting in the best Interests of Investors

Greenman, in accordance with AIFMD Article 21 Level 2, is com-

mitted to ensuring that the highest ethical values and standards of

corporate governance, professionalism and business integrity are

maintained in all of its operations, procedures and activities. Green-

man will ensure all of its employees, both senior and otherwise, will

conduct themselves in a manner which meets the standards set out

by the Board.

Greenman has and will maintain, robust and effective policies and

procedures for ensuring that it and Retail+ shall adhere to their obli-

gations under the AIFMD Regulations and at all times act in the best

interests of investors. All decisions taken by Greenman on behalf of

Retail+ shall be taken in the best interests of investors. These poli-

cies and procedures were designed to prevent malpractices which

might have a negative effect on investors’ interests.

Advisory Committee

Retail+ has appointed a skilled and experienced advisory committee

whose opinion will be sought for matters which could impact upon

investor returns including; the selection of tenants and the purchase

of Centres.

Greenman’s Remuneration

In compliance with the AIFMD directive, the annual performance

bonus for Greenman’s senior management team must be paid in

the form of shares in Retail+. No less than 40% of their total annual

performance fee must be deferred over the full lifetime of Retail+.

This ensures that the interests of Greenman’s senior management

are fully aligned with the interests of Retail+’s investors and are

only rewarded when it’s clear that their investment decisions have

positively affected investor returns.

REGULATORy REQUIREMENTS


CONTACTWant to Hear More about Retail+?

For more information please contact a member of our Investor

Relations Team in our Dublin office on + 353 1 647 1121 or by

emailing [email protected].

Dublin

122 Lower Baggot Street

Dublin 2

+ 353 1 647 1121

[email protected]

www.greenman.com

mailto:[email protected]

mailto:[email protected]

http://www.greenman.com

44 Retail+ Fund Factsheet 2014 Greenman Investments

Retail+

Fund Factsheet

Documents

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