Emirates Reit (ceic) PlcNASDAQDUBAI: REIT

Emirates REIT CEIC agrees refinancing of existing Sukuk

· Issued by Emirates Reit (ceic) Plc

Emirates REIT - Investor Update

  • D E C E M B E R 2 0 2 4

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Agenda

  • Transaction Overview
  • Company Overview
    3 Market Overview
  • Performance
  • Financial Projections
  • Corporate Governance and Risk Management

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2

Transaction Overview l Sources & Uses, Capital Structure

New Senior Secured Sukuk financing reflects company's conservative capital structure, BB+ bond credit rating and the prime nature of the assets and collateral (e.g.: Index Tower DIFC)

Total Sources

$m

Total Uses

$m

Sources

New Secured Bond Sukuk

205

Secured Sukuk

200

& Uses

Working capital / expenses

5

Total Sources

205

Total Uses

205

$m

As at Dec-24 (Pre)

Adj.

As at Dec-24 (Post)

Amt.

x EBITDA

Profit

Maturity

Amt.

Amt.

x EBITDA

Profit / YTM

Maturity

Ajman Ijarah

48

0.9x

E + 2.75%

Mar 33

48

0.9x

E + 2.75%

Mar 33

Capital

Secured Sukuk

200

9.50%

Dec 25

(200)

Structure

New Secured Sukuk

3.8x

205

205

3.8x

7.9%

Dec-28

Gross Debt

248

4.6x

253

4.7x

Cash & equivalents - PF

(33-37)

(33-37)

Net Debt

211-215

3.9x

216-220

4.0x

FY24F EBITDA

52-56

This slide includes forward-looking information that involves risks and uncertainties, many of which are beyond our control and all of which are based on our management's current beliefs and expectations about future events. These financial projections represent our estimates only and should not be relied upon to predict or forecast actual results or other future events. No assurance can be given that such future results will be achieved, and actual results could differ materially from those projected on this slide. The information on this slide is qualified in its entirety by reference to the cautionary statements set forth in the disclaimer on the last slide of this deck. Accordingly, you should not place any reliance on the forward-looking information contained on this slide.

The Information does not constitute an offer to sell (nor a solicitation of an offer to buy, nor a recommendation to buy, sell or otherwise participate in) any investment or security or to engage in any other transaction. The Information does not constitute investment, legal, tax or accounting advice and is provided for information purposes only. Past performance is not indicative of future results and nothing contained in this presentation should be deemed a prediction, projection, representation or warranty of future outcomes. No representation or warranty, express or implied, is made as to the accuracy, completeness or fairness of the Information or any opinions expressed herein.

Source: Term Sheet, Company Information

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Transaction Overview l Key Terms

Senior Secured Bond Sukuk

Issuer

Emirates REIT (CEIC) PLC

Use of proceeds

Refinance existing sukuk

Ranking

1L senior secured bond sukuk

Bond Rating

BB+

ISIN / Common Code

XS2952510340 / 295251034

Format

Sukuk Al-Wakala

Clearing

Euroclear and Clearstream, Luxembourg

Maturity

Dec-2028

Security

First Mortgage Over Index Tower (~36% Day 1 LTV); Negative pledge on European Business Centre (~USD50m day 1 value)

Bond Amount

205m

Currency

USD

Profit Rate / IRR

IRR/YTM of 7.9%; 7.5% paid quarterly, with a step-up in year 4 to 8.25% paid quarterly

Amortization

None. Bullet

Call Protection

Call at 103 in year 1, 102 in year 2, 100 in year 3 and year 4

Group LTV =< 40%, stepping down to 35% in Y4, tested quarterly

Selected Covenants

Collateral LTV =< 40%, tested quarterly

Group Cash Flow Coverage Ratio >= 1.75X, stepping up to 2.25x in Y4, tested quarterly

Minimum cash on hand of $10m, tested quarterly

Documentation

Bond shall be governed by Sharia approved structure

Governing Law

English Law / DIFC

Mandated Lead Arranger

HSBC Bank Plc

Paying, Security Agent, Delegate

HSBC Bank Plc

Source: Term Sheet

  1. Years 1-3: 7.5%, targeted to be lower, depending on final investor demand, paid quarterly in arrears. Year 4: 75bps profit rate step up

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4

Agenda

  • Transaction Overview
    2 Company Overview
  • Market Overview
  • Performance
  • Financial Projections
  • Corporate Governance and Risk Management

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5

Company Overview l REIT Overview

Established 14 years ago, Emirates REIT has a unique exposure to the Dubai property market with a primary objective to invest in income-

producing assets with attractive fundamentals

Business Overview

  • Emirates REIT is the first Shari'a compliant REIT in the Middle East
  • Established in 2010, it became the first REIT to be listed on Nasdaq Dubai in 2014
  • The REIT manages c. $991m(1) in assets (in investment properties), with portfolio valuations conducted quarterly by independent international third parties.
  • Its portfolio comprises a diverse range of commercial properties, including office, retail, and educational assets.
  • In FY23, the portfolio generated $62.1m in Net Property Income (NPI)(2) and is expected to generate $68-75m in FY24 on a projected basis (~ +15% YoY)
  • As of Jun-24,the portfolio attained c. 91% occupancy (86% in December 2023), with all schools reporting 100% occupancy.

Leadership

Portfolio

Index Mall(3)Index TowerLoft Offices

/ Retail

Commercial

Building 24

Indigo 7

European Business

Centre

Lycée Français

GEMS World

Durham School

Education

Jean Mermoz

Academy

Dubai

Abdulla Al Hamli

Thierry Delvaux

Mike Davis

Ross Mclaughlin

Chairman

Chief Executive

Chief Financial

Head of Real

Officer

Officer

Estate

>30 years experience

30 years experience

20 years experience

18 years experience

Source: Company Presentation

  1. As of Jun-24
  2. As of Dec-23
  3. Emirates REIT considers and reports Index Mall within one single asset - Index Tower

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Company Overview l Business Overview and Strategy

Description

  • The REIT only focuses on income-producingassets with attractive investment fundamentals.
  • The REIT uses an integrated software platform which allows the Management to have a great degree of visibility on historical, existing, and projected performance of the portfolio, along with the ability to identify growth and improvement opportunities.
  • Equitativa (Dubai) ("Asset Manager" of Emirates REIT) is one of the leading real estate fund managers in UAE with detailed knowledge of the UAE real estate sector with over 1,600 deals reviewed over the years.
  • The REIT has a mix of local and international tenants, all with activities across diversified sectors including education, financial / professional services, healthcare, technology, FMCG, etc.
  • The REIT had a strong track record of managing leasehold and optimizing tenant mix to enable price, margin and occupancy improvements.

Tenants

Source: Company Information

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Company Overview l Real Estate Portfolio Overview

Index Tower

DIFC

Acquisition Year: 2013-2014(1)

Ownership: Freehold

NL Office Area: 352,130 sq. ft

NL Retail Area: 64.937 sq. ft

H1-24 Valuation: $542.4m

Loft Offices

Dubai Media City (DMC)

Acquisition Year: 2011

Ownership: Freehold

NL Area: 163,867 sq. ft

H1-24 Valuation: $62.8m

Building 24

Dubai Media City (DMC)

Acquisition Year: 2011

Ownership: Freehold

NL Area: 57,335 sq. ft

H1-24 Valuation: $18.2m

GEMS World Academy

Al Barsha South

Acquisition Year: 2013

Ownership: Leasehold

NL Area: 459,629 sq. ft

H1-24 Valuation: $95.8m

Durham School (DIP)

Dubai Investments Park

Acquisition Year: 2016

Ownership: Leasehold

NL Area: 207,900 sq. ft

H1-24 Valuation: $28.1m

Lycée Français Jean Mermoz (LFJM)

Al Quoz

Acquisition Year: 2018

Ownership: Leasehold

NL Area: 247.854 sq. ft

H1-24 Valuation: $49.3m

Indigo 7

Sheikh Zayed Road

Acquisition Year: 2011

Ownership: Leasehold

NL Area: 20,477 sq. ft

H1-24 Valuation: $5.6m

European Business Center

Dubai Investments Park (DIP)

Acquisition Year: 2017

Ownership: Leasehold

NL Area: 275,081 sq. ft

H1-24 Valuation: $48.1m

Allocation Based on 1H24 NPIs

24%Legend

Commercial / Retail

Education

76%

Source: Company Information, valuation reports dated 30-Jun-2024

8

1) Extra floors purchased in 2018

Company Overview l Asset Location Map

Commercial

Retail

Education

1.

Index Tower

7.

Index Mall

9.

Lycée Français Jean Mermoz

2.

Office Park(1)

8.

Trident Grand Mall(2)

10.

Gems World Academy

3.

Loft Offices

11.

Durham School Dubai

  1. Building 24
  2. Indigo 7
  3. European Business Centre

Al Maktoum International Airport

  1. Sold in Oct-24
  2. Sold in Jul-24

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Company Overview l Financial Policies and Risk Management

Leverage

  • We target consistently conservative LTV <=30% through-the-cycle

M&A

  • No current plans for further sales or acquisitions

Risk management and liquidity

  • New Sukuk is fixed rate i.e. no profit rate risk on ~80% of financing
  • FX risk negligible. All revenues and operating cost are AED. Sukuk is USD but AED/USD is fixed
  • We seek to maintain $15m of minimum liquidity at all times, for working capital purposes
  • Shareholder returns
  • Cash dividend is determined based on proforma modelling and conservative cash coverage ratios

Source: Company policy

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10

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