Greenman Retail+ - Wealth Options H2 2015 Fund Factsheet... · Greenman Investments Retail Fund Factsheet ... including the applicability of any legal sales or investment restrictions

Greenman Investments Retail Fund Factsheet H2 2015 1

GreenmanRetail+Fund FactsheetH2 2015

Valid until 30.06.2016

GMRP 003 Datteln


CONTENTS At a Glance 3

1.0 Introduction 4

2.0 German Commercial Real Estate (Q1-Q3 2015 Performance) 5

3.0 GMRP's Asset Class (H2 2015 Performance) 6

4.0 Investment Structure 7

5.0 Investor Commitments 8

6.0 Investment Strategy 9

7.0 The Portfolio 10

8.0 FMZ Acquisitions 11

9.0 Tenant Mix 12

10.0 Key Tenants 13

11.0 Portfolio Funding 14

12.0 Portfolio Operation 15

13.0 Distributions 16

14.0 H1 2016 Targets 17

15.0 Investing 18

16.0 Fees and Charges 19

17.0 Investor Reporting 20

18.0 Corporate Governance 21

19.0 Further Information 22

Important Note

This document is not an offering document. This document is a supplementary marketing document (the “Factsheet”). This Factsheet is provided for information purposes only, and is not intended to be and must not alone be taken as the basis for an investment decision. This Factsheet is issued on a confidential basis to Well-Informed Investors who have either invested in or have expressed an interest in Greenman Investments SCA, SICAV-FIS, a Luxembourg société d’investissement á capital variable – fonds d’investissement spécialisé (investment company with variable capital – specialized investment fund) formed as a société en commandite par actions (corporate partnership limited by shares) in accordance with the 2007 Act (the “Platform”) and it’s compartment Greenman Retail+ (“GMRP”).

GMRP is approved by the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority for financial services (the “CSSF”). GMRP is being marketed by Premier Benchmark Property Limited, t/a Greenman Investments (“Greenman”). Greenman is authorised as an Alternative Investment Fund Manager by the Central Bank of Ireland (the “Central Bank”) under the European Union (Alternative Investment Fund Managers) Regulations 2013. Authorisation number C123941.

By accepting receipt of the Factsheet and any other information supplied to potential investors, the recipient agrees that such information is confidential. Each recipient hereof, by accepting delivery of this Factsheet, agrees to keep confidential the information contained herein and to return it and all related materials to Greenman if such recipient does not undertake to purchase any of the ordinary shares. By accepting this Factsheet, investors are not to construe the contents of this Factsheet or any prior or subsequent communications from the Platform, GMRP, Greenman, the Platforms Service Providers or any of their respective officers, members, employees, representatives or agents as investment, legal, accounting, regulatory or tax advice.

Prior to investing in GMRP investors should conduct their own investigation and analysis of an investment in GMRP and consult with their legal advisers and their investment, accounting, regulatory and tax advisors to determine the consequences of an investment in GMRP and arrive at an independent evaluation of such an investment, including the applicability of any legal sales or investment restrictions without reliance on GMRP, Greenman, GMRP’s service providers or any of their respective officers, members, employees, representatives or agents. Neither GMRP, Greenman, GMRP’s service providers nor any of their respective officers, members, employees, representatives or agents accepts any responsibility or liability whatsoever for the appropriateness of any investor investing in GMRP.

Investors are urged to request additional information they may consider necessary or desirable in making an informed investment decision. Each investor is encouraged, prior to the consummation of their investment, to ask questions of, and receive answers from, GMRP and Greenman about the investment and to request any additional information in order to verify the accuracy of the information contained herein.

Greenman has taken reasonable care to ensure that the information contained in this Factsheet is accurate as of the date of this Factsheet. Certain statements contained in this Factsheet are forward-looking statements. These forward-looking statements are based on current expectations, estimates, assumptions and projections about the markets, in which GMRP shall operate, and the beliefs and assumptions of GMRP and Greenman. Words such as “expects”, “may”, “targeted”, “likely”, “assume”, “assumption”, “anticipates”, “should”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “forecasts”, “projects”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Among the factors that could cause actual results to differ materially are the general economic climate, inflationary trends, interest rate levels, the availability of financing, tenant strength, changes in tax and corporate regulations and other risks associated with the ownership and acquisition of commercial real estate, changes in the legal or regulatory environment or that the operation of GMRP may be greater than anticipated.

Other than as described below, GMRP and Greenman have no obligation to update this Factsheet. Under no circumstances should the delivery of this Factsheet, irrespective of when it is made, create an implication that there has been no change in GMRP’s affairs since such date.

Any translation of this Factsheet or of any other transaction document into any other language, other than English, will only be made for convenience of the relevant investor(s) who have requested such a translation. Any such translation shall be at their cost. In the case of any discrepancy due to translation, the English version of the Factsheet and of any other transaction document will prevail.

Greenman require each investor to read and thoroughly digest GMRP’s Investor Memorandum and Offering Document prior to making an investment in GMRP. GMRP’s Investor Memorandum and Offering Document are available upon request from Greenman in soft copy format only.

GMR 002 Werneuched


Form Closed End Alternative Investment Fund

Corporate Structure The fund is a segregated compartment of Greenman Investments S.C.A. SICAV-FIS (the “SIF”)

Type German Retail Real Estate Fund

Date Launched September 2014

Asset Profile Core+

Asset Type Medium and large food dominated retail parks, known as Fachmarktzentren (“FMZs”)

Series 5 Opening January 2016

Target Investment Exit Date September 2019 - March 2020

Target ReturnsThe total investor return at exit, inclusive of the annual distributions, is targeted to be 8.4% PA

which is equal to an IRR of 10.1%.

AT A GLANCE

Item As at 30/06/2015 During the Period

Investor Commitments (inc. subscription fees) €23,284,443 €14,391,550

Called up Investor Commitments 100% 100%

Distribution(s) (€ / ordinary share) €0.00 €0.00

NAV (per ordinary share) N/A N/A

Change in NAV (%) N/A N/A

FINANCIAL PERFORMANCE

Item Launch to 31/12/2014 Launch to 30/06/2015 Launch to 31/12/2015

Number of FMZs in the Portfolio 0 2 3

Portfolio Value (at purchase price) €0 €41,400,000 €67,822,368

Portfolio Let Area (m2) 0 c. 15,840 c. 25,905

Occupancy Rate (% of let area occupied) N/A 100% 100%

Number of Tenants 0 21 36

Largest Tenant (by % of portfolio rent) N/A REWE (c.35.5%) REWE (c.30%)

Portfolio Rent (€/annum) €0 c. €2,657,121 €4,448,468

Average Rent (€/m2/month) N/A €13.98 €14.31

Portfolio WARLT (years) N/A 13.7 10.92

PORTFOLIO PERFORMANCE

GMRP 002 Kamen


1.0 Introduction Greenman Investments S.C.A., SICAV-FIS is a Luxembourg société

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

company with variable capital – specialized investment fund) formed as a société

en commandite par actions (corporate partnership limited by shares) (the “Plat-

form”). The Platform was approved by the CSSF in July 2014. Premier Benchmark

Property Limited, t/a Greenman Investments is authorised as an Alternative Invest-

ment Fund Manager by the Central Bank of Ireland under the European Union

(Alternative Investment Fund Managers) Regulations 2013 (“Greenman”). The

Platform appointed Greenman as its AIFM under the terms of an investment man-

ager’s agreement executed in July 2014.

The Platform has an umbrella structure, a structure where a number of segregated

compartments are operated by Greenman, each having their own assets and liabili-

ties (the “Compartments”).

Greenman Retail+ (“GMRP”) is the Platform’s first Compartment and was formed

in July 2014 to collect investments from professional and well informed experi-

enced Investors and to assemble a portfolio of German food retail parks.

GMRP’s investment strategy is to acquire newly or recently constructed German

food dominated retail parks which are rented on long term leases to highly cred-

itworthy food, near-food and non-food retailers (the “FMZs”). GMRP shall acquire

FMZs with complimentary investment and operational characteristics and combine

them into one attractive portfolio (the “Portfolio”). A large percentage of the

Portfolio’s annual rental income will be generated by Germany’s largest and highly

creditworthy food, non-food and near food retailers (the “Tenants”).

The Portfolio will be operated to maximise the conversion of the Tenant’s rental

obligations into income for GMRP’s shareholders (the “Investors”).

This document is designed to provide Investors and prospective Investors with

information about GMRP, its Portfolio and its acquisitions for the period between

1st July 2015 and 31st December 2015 (the “Period”). It highlights the Portfolio’s

performance during the Period and provides an outlook as to Greenman’s targets

for H1 2016.

GMR 005 Schönebeck


2.0 German Commercial Real Estate (Q1-Q3 2015 Performance)

In Q1-Q3 2015, the volume of German commercial real estate (“CRE”) trans-

actions reached c. €38.2bn continuing the trend established in H1 2015. The

Period’s activity was over 50% higher than the same period in 2014 with Q3

contributing €14.2bn, c.37%, to this result. Should this continue, full year CRE

volumes may reach levels not seen since 2006.

An estimated 54% of the Period’s CRE transactions were executed by foreign

investors, underlining Germanys position as a globally attractive investment

destination. Investors are attracted by the stability provided by Germany’s

economic strength and are driven by the continued low interest rate environ-

ment. Retail property transactions are up 120% compared to the same period

in 2014, giving retail assets a 35% share of the total German CRE market, with

office assets contributing c.40%.

There was no change in the underlying trend for property yields during Q3

2015. With the increased liquidity during the Period the downward pressure

on all CRE yields continued. Whilst the availability of credit at attractive rates

is likely to continue, the yield gap between CRE and other asset classes is still

large and German CRE yields still lag behind other EU markets. These factors

should ensure that the Period’s market trends follow similar patterns for H1

2016.

60

50

40

30

20

10

0C

ombi

ned

Volu

me

of T

rans

actio

ns (€

bn)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 (Q1-Q3)

Period

€53bn

€39.8bn€38.2bn

12 month rolling average

German Commercial Real Estate Transactions

2002 - 2015 (Q1-Q3)

€9.7bn

GMR 002 Werneuchen


3.0 GMRP’s Asset Class (H2 2015 Performance) GMRP’s chosen properties, FMZs together with retail parks, food and non-

food retail warehousing and food markets combine to create a sub-asset class

of German commercial retail properties usually known as retail warehousing

(“RWH”). Typically RWH transactions constitute roughly one third of all German

retail property activity which, in turn, constitutes roughly one third of all German

CRE transactions.

Total retail sales in Germany grew by 2.8% between January and August 2015.

With the improved labour market (unemployment under 6.2%), and a positive

consumer confidence level (as measured by GFK), it is expected that there will be

continued strong interest in the German retail sector.

During the Period, RWH transactions reached €4.7bn, highlighting the increased

interest in the RWH asset class that is resulting in a shortage of core properties

on the market. Listed vehicles/REITs, attracted by the consistent income gener-

ated by RWH's, were the most active during the Period, purchasing c.33% of all

RWH assets.

The continued demand, both domestically and internationally in German retail

assets has resulted in an expected yield correction during the Period. RWH yields

are expected to harden further over the remainder of the year and into 2016,

with the yield gap between well located large FMZs (particularly hybrid centres)

and classical shopping centres (especially those not located in prime locations)

continuing to narrow. The performance of the RWH market both in terms of liquid-

ity and yields, for the remainder of 2015 and the first half of 2016 will be linked

to supply. Interestingly the supply of RWHs contracted significantly in Q2 2015

which directly impacted yields, and may lead to a shift in focus to retail proper-

ties with value add characteristics.

8

7

6

5

4

3

2

1

0

Volu

me

(€bn

)

8.0%

7.5%

7.0%

6.5%

6.0%

5.5%

5.0%

4.5%

4.0%

3.5%

3.0%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

Net

Yie

ld (%

)

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 (Q1-Q3)

Period

€6.5bn

€0.8bn

€3.8bn

6.35%

Transaction Trend

Transactions & Yield (Greenman’s Asset Type)

2005 - 2015 (Q1-Q3)

Yield Trend

Transactions - 10 Year Average €2.9bn

Yield - 10 Year Average 6.16%5.73%

6.81%

5.50%

€4.7bn

GMR 003 Strausberg


4.0 Investment Structure GMRP has appointed Greenman as its investment manager under an investment management agreement. Under this agreement

Greenman is responsible for the management of GMRP’s portfolio of centres, GMRP’s risk management and marketing GMRP to

eligible investors.

GMRP has appointed ING Luxembourg (“ING”) as its Depositary under a depositary and paying agent agreement. Investor com-

mitments are received by ING and remain with ING until such time as they are required to pay for an FMZ.

GMRP has appointed SGG S.A. (“SGG”) as its fund administrator under a central administration, registrar and transfer agent

agreement. Under this agreement SGG is responsible for the processing of subscriptions, redemptions (if any), GMRP’s book

keeping and the calculation of GMRP’s NAV.

GMRP owns 100% of the shares in issue in Greenman Rt S.à.r.l (the “LUX Intermediary”). The LUX Intermediary owns 100% of

the limited partner shares in Greenman Retail+ GmbH & Co.KG (the “DE Intermediary”). In most cases the FMZs are owned by

an SPV created specifically by the FMZs developer to own one FMZ (the “Portfolio Company”).

To acquire an FMZ, the DE Intermediary will acquire shares (a minimum of 75%) in the Portfolio Company which owns that FMZ

(the “Share Deal”). It is anticipated that almost all of the FMZs which GMRP acquires will be acquired by means of a Share

Deal.

Each Portfolio Company will be funded by: (a) equity provided by the DE intermediary; (b) shareholders loans provided by GMRP

(the “SHLs”); and, (c) third party loans provided by German lending institutions (the “Senior Debt”).

The Senior Debt will be secured on the FMZ, will be non-recourse to any other FMZ or any other assets of GMRP and will be to a

maximum of 50% of the value of the FMZ's secured purchase price.

During the Period GMRP acquired one Portfolio Company: StadtGalerie Datteln GmbH, the owner of GMRP 003.

Greenman Retail+

(GMRP)

SGG - Fund Administrator

ING Luxembourg - Depositary

Greenman Rt S.à.r.l. - the Lux Intermediary

Greenman Retail+ GmbH & Co.KG -

the DE Intermediary

Senior DebtCIP Project GmbH

- GMRP 001

Alpha Bridge

Investments Ltd.

Neue Mitte Kamen GmbH

- GMRP 002

Alpha Bridge

Investments Ltd.

StadtGalerie Datteln GmbH

- GMRP 003

Alpha Bridge

Investments Ltd.

Greenman Investments

Partners S.à.r.l. -

the General Partner

Greenman - AIFM

Equity

Shareholder Loan

Senior Debt


5.0 Investor Commitments The investment strategy for GMRP allows for Investors to subscribe for ordinary

shares from the period between the 20th October 2014 (the “First Closing”)

and the 31st July 2016 (the “Final Closing”). At their discretion Greenman can

arrange closings, between the First Closing and the Final Closing (the “Subse-

quent Closings”).

Greenman has arranged four Subsequent Closings where investors subscribed for

ordinary shares. The Investor Commitments were as follows:

GMR 003 Strausberg

Series Number Closing Date Funds Committed Subscription Fees Ordinary Shares Issued Reporting Date

Series 1 20th October 2014 €6,156,017 €145,499 6,010,518 H2 2014

Series 2 8th February 2015 €6,667,229 €166,143 6,501,086 H1 2015

Series 3 26th June 2015 €10,461,197 €257,222 10,203,975 H1 2015

Series 4 30th November 2015 €14,413,607 €326,004 13,269,383 H2 2015

Totals - €37,698,050 €894,868 35,984,962


6.0 Investment Strategy GMRP’s investment Strategy is to assemble the Portfolio between the First Clos-

ing and, at the latest, the 31st December 2016 (the “Investment Period”)*. To

ensure that the Portfolio can achieve its investor return targets, each FMZ must

adhere to a minimum set of investment criteria (the “Investment Restrictions”).

The key investment restrictions are shown in the following table:

* Note

During the Investment Period, the Portfolio can breach some of the Investment

Restrictions (the “Kick-Off Period”)

LocationsThe FMZs must be located in large German cities and regional centres which have sufficient local population demographics and socioeconomic profiles to

support the Tenants’ retail concepts in the long term.

Primary Anchor Tenants

Each FMZ must, at a minimum, contain a store which is let to one of Germany’s leading food retailers (the “Primary Anchors”). The Primary Anchors must meet

minimum qualification criteria. The Primary Anchors must, either individually or collectively, account for a minimum of 30% of the FMZ’s annual rental income

(the “Rent Roll”) and either individually or collectively, have a maximum chance of default upon their rental obligations of 0.3%.

Anchor Tenants

Each FMZ must, at a minimum, contain a unit which is let to one of Germany’s leading food, and near-food retailers (the “Anchors”). The Anchors must meet

minimum qualification criteria. The Anchors must, either individually or collectively, account for a minimum of 25% of the Rent Roll and either individually or

collectively, have a maximum chance of default upon their rental obligations of 0.70%.

Lease TermsAll Primary Anchor and Anchor Tenants must be bound to a minimum initial lease term of 10 years (Typically Primary Anchor Tenants’ lease terms are for a

period of 15 years).

FMZ Classification

Depending upon the FMZs location, Tenant Mix, Lease Terms and WARLT, it is categorised into one of two operational types:

• Consistent FMZs whose characteristics meet those of a “Core Asset” and will be operated to maintain/protect those characteristics and classification; or

• Asset Management FMZs whose characteristics meet those of a “Core+ Asset” and will be operated to maximise the opportunities to enhance its value

and the possibility of them being reclassified as “Core Assets”.


Berlin

DresdenWeimar

HannoverMinden

Wolfsburg

Schönebeck

Magdeburg

HalleLeipzig

Dusseldorf

Wiesbaden

Neuwied

Kamen

MainzFrankfurt

Nuremberg

Cologne

Stuttgart

Munich

Saarbrucken

Bremen

Hamburg

Datteln

Stralsund

7.0 The Portfolio During the Period the DE Intermediary acquired three FMZs. When all of the acquisitions of the FMZs have been completed the

Portfolio will have the following constituents:

FMZ Number GMRP 001 GMRP 002 GMRP 003 Totals

Year Constructed

1991

(revitalised

2015)

2015 2012 -

Deal Type Share Deal Share Deal Share Deal -

Target Company Corporate Form GmbH GmbH GmbH -

Let Area (m2) 8,113 7,730 10,062 25,905

Car Parking Spaces 200 169 287 656

Primary Anchor Tenant(s) REWE REWE | NETTO REWE REWE | NETTO

Primary Anchor Tenant(s) % of Net Annual Rent 36% 47% 18% 30% avg.

Net Annual Rent (€) 1,240,185 1,416,936 1,791,347 4,448,468

Average Rent (€ /m2 / month) 12.74 15.28 13.65 13.89

WARLT (Yrs) 11.93 14.17 6.65 10.92

Purchase Factor (x Net Annual Rent) 15.16 15.95 14.75 15.25

Purchase Price (€) 18,800,000 22,600,000 26,422,368 67,822,368

Purchase Price (€/m2 Let Area) 2,317 2,924 2,626 2,618

Senior Debt (€) 8,500,000 11,300,000 12,715,000 32,515,000

Retail+ Equity Requirement (€) 10,300,000 11,300,000 13,707,368 35,307,368

% of Pipeline Net Annual Rent 27.9% 31.9% 40.3% 100%

% of Purchase Price 27.7% 33.3% 39.0% 100%

% of Retail+ Equity Commitment 29.2% 32.0% 38.8% 100%

Importance to Portfolio (by WARLT) 36.5% 43.2% 20.3% 100%


8.0 FMZ Acquisitions During the Period, the DE Intermediary committed to acquiring one FMZ. This FMZ

was acquired as a Share Deal.

8.3 Neumarkt, Datteln (“GMRP 003”) GMRP 003 is located in Datteln, a city with a population of c. 34,000 located about

25KMs north of Dortmund in North Rhine Westphalia. GMRP 003 is a redevelop-

ment of an existing centre with a proven trading history.

The DE Intermediary committed to acquire 94% of the shares in StadtGalerie

Dateln GmbH, the Portfolio Company which owns the FMZ on the 30th September

2015. GMRP will collect rental income for the first time in December 2015. The

FMZ will have a total annual rent roll of c. €1,791,347 of which REWE will contrib-

ute c. €322,442.GMRP 003 Datteln


9.0 Tenant Mix GMRP’s investment strategy is to generate rental income from FMZs where a large percentage of their rental income is contrib-

uted by German food retailers. Only FMZs whose Tenant mix meets the Investment Restrictions can be purchased. This ensures

that each FMZ and the Portfolio will have a balanced and attractive combination of Tenants (the “Tenant Mix”). Tenants making

up the Tenant Mix belong to one of the following three retail sub-types

Food Retailers

These Tenants concentrate, in some cases exclusively, on food retailing. They can be divided into full retailers, those retailers

who offer a full selection of fresh food, meats and branded products and the food discounters who largely sell their own brand

products in bulk.

Near-Food Retailers

These Tenants retail products that are often purchased alongside food as part of the daily/weekly shop. Typical near-food retail-

ers are “drugstores” who sell, shampoo, cosmetics, perfumes and other household items. Near-food retailers choose to locate

beside food retailers to benefit from greater foot fall.

Non-Food Retailers

These Tenants typically specialise in one retail sector. These Tenants offer, fashion, discounted clothing, shoes, household and

electrical goods. These Tenants complement a FMZ’s food and near-food retailers giving the FMZ a balanced retail offering.

Portfolio Tenant Mix

As at the end of the Period the Portfolio’s Tenant Mix is dominated by Food retailers generating c. 33% or c. €1,467,995 of the

Portfolio’s Rent.

Food

Clothing & Accessories

Healthcare & Pharmacy

Household Goods

Government (Local)

Other

Footware

Restaurants

Car Parking

Pet Supplies

Beauty

GMRP 002 Kamen

Portfolio Tenant Mix (% of the

Portfolio Rent)

33%

23%

14%

6%

5%

5%

4%3%


10.0 Key Tenants As at the end of the Period, the Portfolio had 36 Tenants. However c. 73% of the Portfolio’s rent was generated from just 12

Tenants. These Tenants are all national or international brands who are market leaders in their sectors. They contribute as fol-

lows to the Rent:

Some information about the main key tenants include:

10.1 REWE is Germany’s second largest food retailer with an annual turnover (2014 Germany only) of c. €37.2bn, a c. 2.8% increase

in comparison with 2013. REWE operates c. 10,185 stores across DE with a retail area of c. 10.1million m2. According to

Creditreform REWE has a chance of default on its rental obligations of c.0.16%.

10.2 Deichmann is a specialist footwear retailer retailing shoes and sportswear across three different store formats, Deichmann,

Roland and MyShoes. With over 1,360 stores, Deichmann is the market leading shoe retailer in Germany. In 2014 the group

generated revenue of c. €2bn, a 5.2% increase from 2013. Deichmann’s share of the German shoe retail market is just above

20%.

10.3 NETTO Marken-Discount (“NETTO”) is Germany’s third largest food discounter with an annual turnover (2013) of c. €11.8bn

from it’s c. 4,100 German stores. The NETTO brand was formed in 2007 when EDEKA acquired 85% of the Plus discount brand

from the Tengelmann Group. According to Creditreform NETTO has a chance of default on its rental obligations of c.0.33%.

10.4 DM is Germany’s largest drugstore chain. It operates c. 1,480 stores in Germany with a further c, 1,420 across central Europe.

In 2014 DM had sales of over €8.32bn. Revenue grew by 8.2% on a year-over-year basis. According to Creditreform, DM has a

chance of default on its rental obligations of c.0.10%.

GMR 005 Schönebeck

% of the Portfolio Rent

30%

25%

20%

15%

10%

5%

0%

REW

E

Dei

chm

ann

DM

C&

A

Gov

ernm

ent (

Loca

l)

Ross

man

n

Net

to

Dep

ot

Takk

o

Dän

isch

es B

ette

nlag

er

Kodi KiK


11.0 Portfolio Funding The Portfolio will be part financed by bank loans from German lending banks (the “Senior Debt”). Greenman have selected DG Hyp to provide the Senior Debt for the acquisi-

tion of GMRP 001, GMRP 002 and GMRP 003. Once the Senior Debt has been fully drawn down, it will total c. €32,515,000.

The Senior Debt for each FMZ is non-recourse and secured only against that FMZ and the rent generated by that FMZ. The Senior Debt terms are as follows:

Centre Number & Name GMRP 001 - Stralsund GMRP 002 - Kamen GMRP 003 - Datteln

Senior Debt Provider DG Hyp DG Hyp DG Hyp

Loan Amount 8,500,000 11,300,000 12,715,000

Type Variable Variable Variable

Term 7 Years from date of drawdown 7 Years from date of drawdown 7 Years from date of drawdown

Target Drawdown Date 1/3/2016 1/3/2016 1/3/2016

Interest Rate margin

1.21% (inc. liquidity) above 3 mth EURIBOR

(if EURIBOR is Negative the interest margin

will be 1.21%)

1.13% (inc. liquidity) above 3 mth EURIBOR

(if EURIBOR is Negative the interest margin

will be 1.13%)

1.25% (inc. liquidity) above the 3mths

EURIBOR (if EURIBOR is Negative the

interest margin will be 1.25%)

Interest calculated act/360 act/360 act/360

Amortisation 1.5% 1.5% 1.5%

Arrangement Fee 0.40% of the loan amount 0.45% of the loan amount 0.36% of the loan amount

Commitment Fee0.35% per month from date of signing loan

contract until date of drawdown

0.35% per month from date of signing loan


0.35% per month from date of signing loan


Early Exit Fees2016 - 2.5% | 2017 - 2.0% | 2018 - 1.0% |

2019 - 0.5% | 2020 - 0%

2015 - 2.1% | 2016 - 1.8% | 2017 - 1.5% |

2018 - 1.2% | 2019 - 0.45% | 2020 - 0.3%

| 2021 - 0.15%

2015 - 2.1% | 2016 - 1.8% | 2017 - 1.5% |

2018 - 1.2% | 2019 - 0.9% | 2020 - 0.3% |

2021 - 0.15%

LTV Covenant

LTV limit of 60% of the Centre’s value on

the third anniversary of the loan drawdown

date



date



date

PS Ratio

The Centre’s rental income must be higher

than 130% of the loan interest assuming

ongoing centre operational costs of 15% (of

the Centre’s Net Annual Rent) and a nominal

Interest rate of 7% of the outstanding loan



ongoing centre operational costs of 15% (of

the Centre’s Net Annual Rent) and a nominal

Interest rate of 7% of the outstanding loan



ongoing centre operational costs of 15%

(of the Centre’s Net Annual Rent) and

a nominal Interest rate of 6.5% of the

outstanding loan

Binding Termsheet signed on 19th December 2014 5th May 2015 30th September 2015

GMR 003 Strausberg


12.0 Portfolio Operation One acquisition was completed during the Period and as a result the Portfolio gen-

erated income for GMRP. GMRP 003 generated rent in December 2015. GMRP 002

will first provide income for GMRP in January 2016. GMRP 001 will first provide

income for GMRP in April 2016. From the 1st April 2016 the Portfolio will be 100%

let and will generate a monthly rental income of c. €358,817.

Senior Debt service will account for c. 6.2% of the Portfolio’s monthly rental

income and Senior Debt repayments will account for c. 6.9% of the Portfolio’s

monthly rental income. A further 9.4% of the Portfolio’s monthly rental income will

be used to meet GMRP’s asset and property management obligations and other

operational costs which cannot be recovered from the Tenants. This leaves

c. €3,343,215 per annum free to return to GMRP (the “Free Cashflow”). Investor

Distributions can be met from the Free Cashflow.

Free cashflow

Senior debt repayments

Senior debt service

Other (inc. maintenance reserve)

Portfolio company contribution to facilities management

Portfolio company contribution to local charges/taxes

Building insurance

Property & asset management

c.€4,448,468Rental Income PA

77.6% 6.9%

6.2%

3.8%

GMR 005 Schonebeck


13.0 Distributions GMRP can use the Free Cashflow in combination with income generated by GMRP

from other investments, the proceeds from the sale or refinance of a FMZ(s) and

unallocated investor loans to make distributions to Investors (the “Distributions”).

The Distributions can be made twice annually. Investors, by the selection of their

share class will either:

• receive their Distributions by way of a dividend (only holders of ordinary

shares of class A)

• receive their Distributions by way of a compulsory redemption of ordinary

shares (only holders of ordinary shares of class B)

• their Distributions will be capitalised (reinvested) (only holders of ordinary

shares of class C)

• receive their Distributions in a manner to be detailed (only for holders of

ordinary shares of the additional share classes)

Investors holding shares of Class C will receive further shares of Class C which

will be issued at the NAV at the time of the Distribution (the “Reinvested Dis-

tribution”). The Reinvested Distributions can be used for the: (a) acquisition of

additional FMZs; (b) reduction of the Portfolio’s Senior Debt; and, (c) maintenance

and/or redevelopment of the FMZs.

Greenman forecast that holders of ordinary shares of class A and class B can

expect to receive Distributions equating to an annualised cash on cash return of

c.5% over the GMRP’s lifetime.

GMRP 002 Kamen


14.0 H1 2016 Targets For the start of 2016 GMRP will undertake as follows:

14.1 Series Five Fundraising GMRP will be open to Investors seeking to subscribe for ordinary shares of Class A, B, C and the Additional Classes from the

start of January 2016.

14.2 FMZ Acquisitions Greenman have continued to select FMZs which may be suitable additions to the Portfolio (the “Pipeline”). The Pipeline con-

sists of c. 10 FMZs with a total volume of c. €300m. These FMZs are at various stages of development and if they prove to

be attractive, they will be available for GMRP to acquire (subject to the Investment Restrictions and investor commitments)

before the end of the Investment Period. To establish this Greenman must complete Due Diligence on each FMZ, in accord-

ance with their obligations to GMRP under AIFMD (the “DD Process”). To ensure that Greenman can complete the DD Process

in an unhurried manner, Greenman have secured the exclusive right to acquire some of the FMZs making up the Pipeline (the

“Locked-In Pipeline”). A summary of the FMZs in the Locked-In Pipeline includes:

Target Number GMRP 004 GMRP 005 Totals

Year Constructed1991 (revitalised

2012)

2000 (revitalised

2015/16)-

Deal Type Share Deal Share Deal -

Target Company Corporate Form GmbH GmbH -

Let Area (m2) 36,320 7,540 43,860

Car Parking Spaces 2,000 153 2,153

Primary Anchor Tenant(s) REWE | ALDI REWE -

Target Net Annual Rent (€) 1,902,604 1,217,000 3,119,604

Average Rent (€/m2/mth) 4.37 13.45 8.91

Vendor’s Purchase Factor (x Net Annual Rent) 12.75 15.75 13.92

Vendor’s Purchase Price (€) 24,258,201 19,167,750 43,425,951

GMRP 002 Kamen


ABC

15.0 InvestIingEligible investors may apply (“Subscribe”) for ordinary shares in Retail+ Series 5 from 7th

January 2016 until Series 5 closes (the “Fifth Closing”). After the Fifth Closing and until the

final closing there may be Subsequent Closings (the “Subsequent Closings”) when addi-

tional investment from investors will be admitted. The final closing will, at maximum, be the

second anniversary of the First Closing, 20th October 2016.

Share ClassesGreenman will make 3 (in words three) different classes of shares available for subscription by

eligible investors. A separate NAV per share will be calculated for each class which may differ.

The characteristics of each share class are as follows:

Share Class A (the “Dividend Shares”)The Dividend Shares will be:

• reserved for eligible investors making a minimum investment of €125,000

• Retail+ is entitled to accept a subscription which is below this amount in accord-

ance with section 8 of the general section of the offering document

• Distributions, if any, will be paid out under the form of dividends on an annual

basis.

Share Class B (the “Redemption Shares”)The Redemption Shares will be:




• Distributions, if any, will be paid out under the form of a compulsory redemption of

Redemption Shares on an annual basis.

Share Class C (the “Reinvestment Shares”)The Reinvestment Shares will be:




• Distributions, if any, will be reinvested.

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

of any class into shares of another class at the relevant NAV. The conversion may be subject

to a conversion fee which will be a maximum of 0.25% of the NAV. Retail+ may resolve to

consolidate shares of the subsequent series into the oldest previous series at the NAV of the

relevant previous series.


16.0 Fees and Charges

16.1 Subscription Fee The price for shares of Class A, B and C, for Series 5 will be €1.06 (in words one

EURO and six cents) per share. This price includes a subscription fee (the “Sub-

scription Fee”). The Subscription Fee will be paid to the party who has introduced

the investor to Retail+ and will be a maximum of €0.0319 (in words three point

one nine cents) per share. The Subscription Fee can be reduced or waived.

16.2 Greenman’s Fees Greenman shall receive a fee for successfully purchasing a property (the “Prop-

erty Acquisition Fee”). The Property Acquisition Fee shall be 11.5% of the gross

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

costs directly triggered by the acquisition of a property e.g. the public notary, legal

fees and stamp duties) and all non-direct costs incurred in connection with the

assembly of the Portfolio but not directly attributable to a specific property (e.g.,

research costs, costs to draft marketing material).

Greenman shall receive a portfolio management fee (the “Management Fee”).

The Management Fee will be equal to 5.75% (plus VAT, if applicable) of the aggre-

gate amount of the Portfolio’s gross collected monthly rents set at a minimum of

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

annum.

Greenman shall receive a Portfolio exit fee (the “Exit Fee”). The Exit Fee will be

equal to 1.75% (plus VAT, if applicable) of the gross sale price of the Portfolio.

16.3 Pension and Investment Structure Providers Fees If an investor is subscribing for shares via a pension, or other approved and eli-

gible investment structures, the provider of that structure may levy a charge. The

charge will be subject to that provider’s terms and conditions.


17.0 Investor Reporting The SIF’s first AGM was held in Luxembourg on 24th June 2015 where its annual

report was approved by its shareholders. Copies of the SIF’s annual report are

available upon request.

Greenman shall prepare an unaudited half yearly update for each of the SIF’s

Compartments (the “FactSheet”). GMRP’s FactSheets will be issued to all GMRP

shareholders. In addition, GMRP’s FactSheets will be made available to any pro-

spective Investor upon request.

In addition, Greenman shall prepare an unaudited quarterly summary of each of

the SIF’s Compartments (the “InfoSheet”). GMRP’s InfoSheets will be issued to all

GMRP shareholders. In addition GMRP’s InfoSheets will be made available to any

prospective Investor upon request.

GMR 005 Schönebeck


18.0 Corporate Governance GMRP shareholders and prospective investors should note the following:

18.1 Portfolio Management In compliance with AIFMD, Greenman is responsible for GMRP’s portfolio management function. Included in this obligation

is Greenman’s requirement to implement GMRP’s investment strategy which has previously been approved by the CSSF. Any

amendments to GMRP’s investment strategy must first be approved by the CSSF and GMRP’s shareholders.

18.2 Risk Management In compliance with AIFMD requirements, Greenman’s permanent and separate Chief Risk Officer is responsible for monitor-

ing GMRP’s risk limits and for back testing the impact of possible breaches of these limits upon investor returns. Furthermore

GMRP is obliged to adhere to the CSSF’s risk spreading rules (circular 07/309) at the end of the kick-off period. Should any risk

limit breaches occur, Greenman’s Chief Risk Officer, in accordance with AIFMD, is obliged to report these breaches to the CSSF,

the Central Bank and to GMRP’s shareholders. In that event Greenman is obliged to take any action the Central Bank deem nec-

essary which may include the liquidation of GMRP.

18.3 Compliance Greenman has implemented procedures which are designed to ensure that it, at all times, complies with its obligations to the

Central Bank and the CSSF. Greenman’s Chief Compliance Officer is responsible for ensuring that Greenman is in compliance

with the AIFMD Regulations and any other regulations which are applicable to Greenman. Furthermore Greenman’s Chief Com-

pliance Officer is required to report any breaches of the AIFMD Regulations and any other regulations which are applicable to

the relevant Competent Authority as soon as they have become aware of them.

18.4 Depositary Oversight ING has initiated procedures to check GMRP is in compliance with all applicable laws and regulation together with its rules and

articles of incorporation, as well as monitoring GMRP’s compliance with its investments restrictions and leverage limits and

perform ex-ante verifications in certain circumstances. To fulfil this oversight duty, ING performs an initial assessment as well

as an ongoing and an annual due diligence review on:

• GMRP’s and Greenman’s governance and activities;

• GMRP’s and Greenman’s capability to provide information; and

• the means and infrastructures Greenman has implemented to identify and repair breaches.

18.5 Depositary Oversight of SGG ING have implemented a set of obligations of oversight of SGG’s fund administration function. This means that ING has in all

instances a clear overview of GMRP’s administration. This includes the process implemented to ensure valorisation of GMRP’s

underlying investments and the procedures with regards to standard reconciliations. Where discrepancies are identified, ING is

duty-bound to ensure that appropriate remedial action is implemented by SGG.

18.6 Acting in the best interests of Investors Greenman, in accordance with AIFMD Article 21 Level 2, is committed to ensuring that the highest ethical values and standards

of corporate governance, professionalism and business integrity are maintained in all of its operations, procedures and activi-

ties. Greenman will ensure all of its employees, both senior and otherwise, will conduct themselves in a manner which meets

the standards set out by the Board.

Greenman has and will maintain, robust and effective policies and procedures for ensuring that it and GMRP shall adhere to

their obligations under the AIFMD Regulations and at all times act in the best interests of investors. All decisions taken by

Greenman on behalf of GMRP shall be taken in the best interests of investors. These policies and procedures were designed to

prevent malpractices which might have a negative effect on investors’ interests

18.7 Advisory Committee GMRP has appointed a skilled and experienced advisory committee whose opinion will be sought on matters which could impact

upon investor returns including the selection of tenants and the purchase of FMZs.

GMRP 002 Kamen


19.0 Further Information Written requests for further information about GMRP, the FMZs, their operation

and management should be addressed to Greenman Investments, Crescent Hall,

Mount Street Crescent, Dublin 2, Ireland. Additional information can be received

from Greenman, by contacting Greenman’s investor relations team on + 353 1 647

1121 or by email on [email protected].

GMR 005 Schönebeck


Dublin Office Crescent Hall

Mount Street Crescent Dublin 2

Ireland +353 1 647 1121

Berlin Office Oberwallstraße 24

10117 Berlin

+49 30 5557 92910

Premier Benchmark Property Ltd., t/a Greenman Investments is authorised as an Alternative Investment Fund Manager by the Central Bank of Ireland under the European Union (Alternative Investment Fund Managers) Regulations 2013. Authorisation number C123941. Premier Benchmark Property Ltd T/A Greenman Investments is an Irish Limited Company, Registration No. 405865 Directors: Nick Coveney (Non-Exec Chairman), John Wilkinson, William Conolly-Carew, Peter O’Reilly, David McGee (Non-Exec).

Documents

Greenman Retail+ - Wealth Options H2 2015 Fund Factsheet... · Greenman Investments Retail Fund Factsheet ... including the applicability of any legal sales or investment restrictions