Strictly Confidential For Addressee Only
FRANCIACORTA OUTLET VILLAGE, RODENGO SAIANO (BRESCIA)
Report and Valuation for
GOLDMAN SACHS INTERNATIONAL
Valuation Date
17 JULY 2013
RIF: GOLDMANSACHS-FRANCIACORTAFOC-REPORT-130717-05-SC-FINAL.DOCX
GOLDMANSACHS-FRANCIACORTAFOC-REPORT-130717-05-SC-FINAL.DOCX
TABLE OF CONTENTS
1. INSTRUCTIONS ...... 6 2. ASSUMPTIONS & SPECIAL ASSUMPTIONS ...... 7 3. DATE OF VALUATION ...... 7 4. INSPECTION ...... 7 5. INFORMATION SUPPLIED ...... 7 6. LOCATION ...... 8 7. CATCHMENT AREA ...... 9 8. DESCRIPTION ...... 13 9. GENERAL STATE OF REPAIR AND MAINTENANCE ...... 15 10. AREAS ...... 15 11. MERCHANDISING MIX ...... 15 12. SITE AND ENVIRONMENTAL CONSIDERATIONS ...... 17 13. TOWN PLANNING AND CADASTRAL USE ...... 17 14. COMMERCIAL REGULATIONS – TRADE LICENSES ...... 17 15. TENURE ...... 17 16. TENANCIES, EXPIRY PROFILE AND RENTAL INCOME ...... 18 17. CENTRE MANAGEMENT, SERVICE CHARGES AND MAINTENANCE COSTS ...... 26 18. PERFORMANCE ...... 28 19. RETAIL MARKET COMMENTARY ...... 31 20. COMPETITION ANALYSIS ...... 37 21. MARKET RENT ...... 41 22. VALUATION METHODOLOGY AND RATIONALE ...... 42 23. VALUATION CERTAINTY ...... 45 24. MARKET VALUE ...... 45 25. VALUATION CONSIDERATIONS AND FINAL COMMENTS ...... 45 26. CONFIDENTIALITY ...... 48 27. DISCLOSURE AND PUBLICATION ...... 48
ATTACHMENT I LOCATION MAPS ATTACHMENT II PHOTOGRAPHS ATTACHMENT III TENANCY SCHEDULE PROVIDED ATTACHMENT IV RENT ROLL ATTACHMENT V CALCULATIONS ATTACHMENT VI GENERAL VALUATION PRINCIPLES AND PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS ATTACHMENT VII INSTRUCTION AND CONFIRMATION LETTER ATTACHMENT VIII TEMPLATE RELIANCE LETTER
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EXECUTIVE SUMMARY
PROPERTY: FRANCIACORTA OUTLET VILLAGE, RODENGO SAIANO (BRESCIA)
VALUATION DATE: 17 July 2013.
PURPOSE OF This report has been prepared for financing purposes. VALUATION:
LOCATION: Franciacorta Outlet Village is located in the municipality of Rodengo Saiano, in the province of Brescia, in the Lombardy region, in the north of Italy. The factory outlet is about 4 km to the south-east of the town centre and is located between the cities of Brescia and Bergamo. The Property is located along the State Road Strada Statale SS510, from which it is directly accessible and from which it benefits from a very good visibility. The factory outlet is easily accessible also from the A4 Turin – Venice motorway and by public transport.
BRIEF DESCRIPTION: The subject Property consists of a factory outlet centre, with a total GLA (Gross Lettable Area) of approximately 32,657 sq m, accommodating 152 shops and restaurants, including a cash dispenser. The scheme has the typical characteristics of a factory outlet centre. Coloured houses hosting the retail units at the ground level are located along an open-air promenade, developed along three main streets. The streets depart from a circular piazza, known as Piazza Cascina delle Moie, and lead to the open-air car park. Some units, located in the southern portion of the scheme, open only towards the car parking. The piazza houses some bars and restaurant activities. Overall, the current layout allows good circulation and the centre does not have any ‘cold’ areas, suffering from poorer pedestrian flow or visibility. The factory outlet is accessible via three entrances, providing access from the open-air car park. Car parking facilities include 3,000 car parking spaces, providing a ratio of 1 space per 10.8 sq m GLA, which seems very good for this type of retail scheme and by Italian standards.
CATCHMENT AREA: We consider this factory outlet centre has a catchment population of about 3.7 million people. This is our estimate of the population within a drive time of 60 minutes from Franciacorta Outlet Village. Please note that the estimated catchment population does not include the tourists that visit the tourist destinations located in Franciacorta region and along Iseo and Garda Lakes.
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COMPETITION: The area surrounding Brescia and comprised between Bergamo and Brescia is characterised by the presence of several retail schemes, mainly consisting of shopping centres and retail parks. Given the retail format of the subject Property, the main competitors of Franciacorta Outlet Village are the schemes offering a similar retail concept, aiming to create a shopping experience and to emphasize prices strategy. The traditional shopping centres located in the estimated catchment area, therefore, do not represent a real threat for Franciacorta. Considering this aspect, we have not identified, in the estimated catchment area (0-60 minute-drive time), any real competitor for the Property, as we have not identified any other factory outlet centre.
TENURE: We have assumed the title is freehold.
TENANCIES: As at the valuation date, the Property has seven vacant units, representing about 2.5% of the total GLA. One of these units (Unit F5 – bookshop), is currently occupied by a temporary store. Moreover, legal procedures to recover the rental arrears and to regain possession of the units are currently underway on 2 units (Units D3 – Le Full and G4 – Datch).
CAVEAT – SUMMARY This executive summary is subject to the facts, terms and conditions, IS PART OF REPORT: caveats, assumptions and special assumptions contained in the main report of which it forms a part. It should not be read in isolation from the remainder of the report.
THIRD PARTY The valuation has been carried out for Goldman Sachs International and no LIABILITY: responsibility is accepted to any other party in respect of its contents without prior written consent from Cushman & Wakefield LLP. Only (i) the addressee of the report and (ii) the parties who sign a reliance letter will be permitted to rely on the report. No other party shall be permitted to do so
NO STRUCTURAL We have not carried out a structural survey of the Property. SURVEY:
NO ENVIRONMENTAL We have not investigated ground conditions or the presence of SURVEY: contamination.
SITE INSPECTION: The Property was inspected on 17 July 2013.
ASSUMPTIONS: As contained in this report and our General Valuation Principles at Attachment VI.
SPECIAL None. ASSUMPTIONS:
MARKET RENT: €11,878,000 (Eleven million eight hundred seventy-eight thousand Euro) per year Our opinion of Market Rent is intended to be the headline rent and it is exclusive of service charge contributions. This excludes rent for temporary lettings (precari).
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MARKET VALUE (NET €133,100,000 (One hundred thirty-three million one hundred OF ACQUISITION thousand Euro) COSTS): The above Market Value assumes the sale of a direct interest in the property. Accordingly we have made an allowance for the purchaser’s liability for transfer tax (assumed at 4%) following the Bersani Visco law in 2006. In addition we have assumed a buyer will make allowance for acquisition costs at 1.0% of Market Value.
In reality, as you are aware, normal Italian market practice is to transfer the ownership of retail centres by selling the SPV that owns the asset. For that reason investment yields are analyzed on the basis of the value allocated to the asset for the purpose of establishing the price for the shares. That asset value then becomes part of a wider transaction which typically has regard to other issues, such as any inherent liability for gains tax within the company, the nature of any representations and warranties, adjustments for cash or liabilities, obligations towards staff and so on.
The primary advantage of this method of transfer is that all the approvals, licenses, and contracts which benefit the owning SPV remain undisturbed. For this reason it has been the preferred and conventional basis for such disposals. An additional benefit is that the SPV transfer does not attract the transfer tax which would be applicable to an asset sale (at 4%).
The above figure could fairly be increased to arrive at the Market Value attributable to the asset in the context of a sale of the owning Company as this method of transfer would not attract the 4% Transfer Tax mentioned above. On this basis the figure could be adjusted to €138.4 million but as you will appreciate this would then form part of a wider computation to determine the price of the shares of the SPV holding the asset.
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Strictly Confidential – For Addressee Only
Cushman & Wakefield LLP Via Filippo Turati 16/18 20121 Milano
Tel. +39 02 63799.1 Fax +39 02 63799.250 www.cushmanwakefield.com
TO: GOLDMAN SACHS INTERNATIONAL
ATTENTION: MS ANTONELLA BIFULCO, MR ALESSANDRO LUCA
BORROWER: BLACKSTONE
PROPERTY: FRANCIACORTA OUTLET VILLAGE, RODENGO SAIANO (BRESCIA), ITALY
REPORT DATE: 31 JULY 2013
VALUATION DATE: 17 JULY 2013
1. INSTRUCTIONS
1.1 THE PROPERTY In this report we shall refer to “the Property” as the Franciacorta Outlet Village Factory Outlet Centre. The Property has a total GLA of 32,657 sq m and accommodates 152 units, including a cash dispenser.
1.2 PURPOSE OF VALUATION We have been instructed to prepare this valuation for financing purposes.
1.3 COMPLIANCE WITH RICS “RED BOOK” The valuation has been prepared in accordance with the RICS Valuation – Professional Standards current at the date of the Letter (the “Red Book”) by valuers conforming to its requirements, acting as external valuer.
1.4 DISCLOSURE OF PRIOR INVOLVEMENT We confirm that we have no conflict of interest in carrying out this assignment.
1.5 BASIS OF VALUATION The valuation has been prepared on the basis of Market Value and adopts the following definitions contained in the Red Book:
MARKET VALUE “The estimated amount for which an asset or a liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.
Iscritta nel ruolo degli agenti d’affari in mediazione al N. 14936 del 8/5/2008 C.C.I.A.A. di Milano – Registro Imprese di Milano N. 06159600961 - R.E.A. N. 1873621. Sede legale e amministrativa: Via Filippo Turati 16/18, 20121 Milano - Codice Fiscale e Partita IVA N. 06159600961. Cushman & Wakefield LLP è una società personale a responsabilità limitata (Limited Liability Partnership) registrata in Inghilterra e Galles con il N. OC328588. Il termine partnership può essere riferito ad un membro di Cushman & Wakefield LLP o ad un impiegato o consulente con ruolo e qualifiche equivalenti. La lista dei membri di Cushman & Wakefield LLP è disponibile presso la sede di Londra, W1A 3BG, 43/45 Portman Square
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MARKET RENT “The estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing wherein the parties had acted knowledgeably, prudently and without compulsion”.
1.6 CONFIRMATION OF TERMS OF ENGAGEMENT A copy of our confirmation letter VAL/CLI/GoldmanSachs-BS-FranciacortaFOC-ConfLett-130712-01-mcl dated 12 July 2013 is attached to this report.
1.7 THIRD PARTY LIABILITY The valuation has been carried out for Goldman Sachs International and no responsibility is accepted to any other party in respect of its contents without prior written consent from Cushman & Wakefield LLP. Only (i) the addressee of the report and (ii) the parties who sign a reliance letter will be permitted to rely on the report. No other party shall be permitted to do so.
1.8 VALUERS This valuation has been undertaken by Mariacristina Laria MRICS and Silvia Cantù MRICS, and reviewed by Joachim Sandberg FRICS.
1.9 GENERAL COMMENT You will appreciate that a valuation is a prediction of price, and not a guarantee. By necessity it requires the valuer to make subjective judgments that, even if logical and appropriate, may differ from those made by a particular purchaser, or by another valuer. Historically it has been considered that valuers may quite properly conclude within a range of possible values.
Property values can change substantially, sometimes even over short periods, and so our opinion of value could differ if the date of valuation was to change. If you wish to rely on our valuation as being valid on any other date you should therefore consult us first.
You should not rely on this report unless any reference to tenure, tenancies and legal title has been verified as correct by your legal advisers.
2. ASSUMPTIONS & SPECIAL ASSUMPTIONS This valuation report and its contents are subject to the General Assumptions contained in our General Valuation Principles as listed under Attachment VI of this report.
This valuation is not subject to any Special Assumptions.
3. DATE OF VALUATION The date of valuation is 17 July 2013.
4. INSPECTION We inspected the Property on 17 July 2013.
5. INFORMATION SUPPLIED The following information has been supplied to us by Blackstone:
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Tenancy Schedule updated as at March 2013 (Excel files ‘Lease contracts_updated March 2013.xls’ and ‘Lease Contract Fov 2013.xls’), followed by e-mail updates.
Copy of the lease contracts signed with the following tenants: L’Oréal, Mandarina Duck, Baldinini, Geox, Bottega Verde, Enrico Coveri, Fornarina, Tosca Blu, Excelsa (various pdf files).
Monthly turnover figures by tenant for 2009, 2010, 2011, 2012 and for the period January – June 2013 (Excel files ‘Turnover FOV_2009-Dec 2012_FINAL.xls’ and ‘FOV Tenants Net Sales as at June 30 2013.xls’).
Temporary lettings income generated in 2010, 2011 and 2012 and budgeted for 2013 (Excel files ‘FOV BX_CW valuators file July19_sent.xls’ and ‘temporary location 2013.xls’).
Data on non recoverable costs: IMU property tax, Insurance cost, property management fees, extraordinary maintenance, capital contributions (Excel file ‘FOV BX_CW valuators file July19_sent.xls’).
Car affluence and footfall figures for 2010, 2011 and 2012 (various pdf files’).
Turnover figure billed in 2013, with breakdown by tenant (Excel file ‘FOV BX_CW valuators file July19_sent.xls’).
2013 budget service charges (Excel file ‘FOV BX_CW valuators file July19_sent.xls’).
Details on rental arrears and litigations (Excel file ‘FOV BX_CW valuators file July19_sent.xls’).
Copy of the rental concessions requests (Pdf file ‘Reduction request Franciacorta.pdf’).
Cadastral data (various pdf files).
We have relied on this information as being correct and complete and on there being no undisclosed matters which would affect our valuation.
6. LOCATION The Property is located in the municipality of Rodengo Saiano, in the province of Brescia, in the Lombardy region, in the north of Italy. Rodengo Saiano is part of the Franciacorta region, which hosts some of the most renewed wine producers in Italy.
The factory outlet is about 4 km to the south-east of the town centre and is located between the cities of Brescia (about 10 km to the south-east) and Bergamo (about 45 km to the north-west). Brescia is the fifth most populated city in Italy, with more than 1.2 million people.
The Property is located along the State Road Strada Statale SS510, from which it is directly accessible and from which it benefits from a very good visibility. The SS510 links Brescia to the Iseo Lake, to the north.
The factory outlet benefits from a strategic position and from a good road network. The Property is easily accessible also from the A4 Turin – Venice motorway, with the exits ‘Ospitaletto’ (coming from Turin) and ‘Brescia Ovest’ (coming from Venice) situated, respectively, only 7.5 km and 9 km away from the retail scheme. Directions to the factory outlet are very well indicated by numerous signs at every intersection.
Franciacorta Outlet Village is also accessible by public transport. The scheme is served by the bus line LS029, provided by the local transport company SIA. The line provides a direct link with Brescia railway station, located at some 14 km south-east.
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The area surrounding the Property is mainly occupied by undeveloped land and light industrial and logistics warehouses. The lot where the scheme is located is bordered by the SS510 to the south and by Colmark logistic warehouse to the north.
Location maps identifying the Property, along with an aerial view, are provided under Attachment I.
7. CATCHMENT AREA
7.1 DEMOGRAPHIC PROFILE A drive time based catchment area has been estimated for the purpose of this analysis. We have identified the catchment area on the basis of the following drive speed assumptions:
- Motorways: max speed 110 km/hour
- Standard roads: 90-60 km/hour
- Local roads: 50-30 km/hour
Within this analysis we divided the catchment area in the following 3 isochrones:
- Primary Area, corresponding to approximately 00 – 30 minute-drive time band (highlighted in red in the following map)
- Secondary Area, corresponding to approximately 30 – 45 minute-drive time band (highlighted in orange in the following map)
- Tertiary Area, corresponding to approximately 45 – 60 minute-drive time band (highlighted in light orange in the following map)
Overall, the estimated catchment area comprises a total of about 3.7 million inhabitants.
The primary area comprises some 788,400 inhabitants, distributed in 86 towns of the provinces of Brescia (69 towns) and Bergamo (17). This area represents 21% of the whole catchment area population.
The secondary area comprises about 1.2 million inhabitants, distributed in 160 towns belonging to the provinces of Bergamo (87), Milan (6), Brescia (54), Cremona (6), Mantua (4), Verona (2) and Monza e Brianza (1). This area represents 32% of the whole catchment area population.
The tertiary area comprises about 1.7 million inhabitants distributed in 249 towns belonging to the provinces of Bergamo (70), Milan (26), Brescia (34), Cremona (58), Mantua (7), Verona (13), Piacenza (7), Lecco (7), Monza e Brianza (26) and Lodi (1). This area represents 47% of the whole catchment area population.
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The following table summarises the isochrones analysed for the subject factory outlet centre:
ISOCHRONE DRIVETIME RESIDENT % ON TOTAL POPULATION DENSITY (MINUTES) POPULATION POPULATION (INHABITANTS/SQ KM) 0-30 788,404 21% 642 30-45 1,183,028 32% 535 45-60 1,737,980 47% 455 TOTAL 3,709,412 100% 511 Source: Cushman & Wakefield on ISTAT data (January 2011)
7.2 CONSIDERATIONS Given its size and format, we are of the opinion that the subject factory outlet centre has the critical mass to attract visitors from a great distance (60 minutes drive time). The 0-60 minute-drive time catchment area has been estimated in the order of 3,700,000 inhabitants.
The estimated catchment population does not include the tourists that visit the tourist destinations of Franciacorta region and located in the proximity of the Iseo and Garda Lakes (see paragraph 7.4 below).
The location provides a catchment population appropriate for the size of the scheme.
The area is well served, thanks to the proximity to the A4 motorway, which is one of the most trafficked motorways in Italy.
It is our opinion that the presence of more haute-couture and luxury goods retailers would increase the appealing of Franciacorta Outlet Village’s merchandising mix, and would make the Property able to attract visitors from locations up to 90 minutes away. In this case, the estimated catchment area (illustrated in the map below) would comprise a total of about 10.5 million inhabitants, over an area of 20,700 sq km having a population density of 510 inhabitants per sq km, well above the national and northern Italy averages equal to 200 and 230 inhabitants per sq km, respectively. The catchment area would comprise a large portion of northern Italy, extended between Vicenza, to the east, and
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Novara, to the west. The 60 – 90 minute-drive time band would comprise about 6.8 million inhabitants and would correspond to 65% of the overall catchment population.
7.3 ECONOMIC PROFILE According to Istituto Prometeia data, we report in the following table the disposable income per capita of the main provinces included in the estimated catchment area. As shown in the table, the disposable income per capita of all the provinces included in the catchment area is higher (ranging between 5% and 35%) than the national average.
DISPOSABLE INCOME PER CAPITA AREA DISPOSABLE INCOME INDEX NUMBER PER CAPITA (€/YEAR) (ITALY=100) Piacenza 21,260 119 Milano 24,071 135 Monza e Brianza 22,763 128 Bergamo 18,795 105 Brescia 19,167 107 Cremona 20,465 115 Mantova 20,233 113 Lecco 19,891 112 ITALY 17,835 100 Source: Cushman & Wakefield on Prometeia data (2009)
Consumption per capita within the main provinces included in the catchment area is illustrated in the following table.
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CONSUMPTION PER CAPITA AREA CONSUMPTION PER INDEX NUMBER CAPITA (€/YEAR) (ITALY=100) Piacenza 16,774 110 Milano 20,416 134 Monza e Brianza 20,416 134 Bergamo 14,024 92 Brescia 15,882 104 Cremona 16,182 106 Mantova 14,924 98 Lecco 14,829 97 ITALY 15,266 100 Source: Cushman & Wakefield on Prometeia data (2009)
Overall, according to the latest ISTAT data available for Italy, private consumption remains weak and family spending cautious. The decrease in the available income and the persistent concern about the general economic situation are expected to continue affecting the consumer spending decisions in 2013. Moreover, the persistently weak labour market conditions and the new austerity measures that are expected to be introduced by the government, could limit a potentially substantial increase in private consumption in 2014.
As a consequence, private consumption is expected, in 2013, to decrease by about -1.6%. A slight increase is expected in 2014 (+0.4%).
The latest ISTAT data (July 2013) highlights a substantial increase in consumer confidence since May 2013, in terms both of people’s perception of their current situation and of their future prospects. Improvements in consumer confidence have been registered not only in the people’s personal economic situation perception but also in the general economic crisis affecting the country as a whole.
We would also point out that there is a marked difference between Northern and Southern Italy, with North being generally characterised by stronger private consumption and higher disposable income. According to the latest ISTAT data available, in 2012, Trentino Alto Adige was the region registering the highest monthly consumption (€2,919), followed by Lombardy, which ranks second among the Italian regions, with €2,866.
The table below lists the unemployment rate within the provinces included in the catchment area.
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UNEMPLOYMENT RATE AREA UNEMPLOYMENT RATE (%) Piacenza 7.4% Milano 7.8% Monza e Brianza 7.8% Bergamo 6.8% Brescia 6.8% Cremona 6.8% Mantova 7.5% Lecco 6.9% ITALY 10.7% Source: ISTAT data (2012)
7.4 TOURISM DATA As mentioned above, the Property is located in the Franciacorta region, which hosts some of the most respected wine producers in Italy and is a renewed location for enotourism. Moreover, the Property is in the vicinity of the tourist destinations of Iseo Lake and Garda Lake.
According to the data published by the province of Brescia, in 2012 (latest available data), a total of approximately 1.6 million people visited the tourist destinations located in the Franciacorta region and along Iseo and Garda Lakes, for an average stay of 4.4 days.
The table below shows the detail.
TOURISM DATA AREA ARRIVALS (NO, % ON TOTAL AVERAGE STAY OF PEOPLE) (NO. OF DAYS) Franciacorta region 119,557 7.3% 1.9 Iseo Lake 129,740 7.9% 3,1 Garda Lake 1,389,416 84.8% 4,6 TOTAL 1,638,713 100% 4.4 TOTAL ITALY 98,813,845
Source: Province of Brescia web site (2012)
8. DESCRIPTION The subject Property consists of a factory outlet centre, with a total GLA (Gross Lettable Area) of approximately 32,657 sq m. The factory outlet is developed on a single aboveground level, except for Unit C01, located in the central piazza, which is developed on two aboveground levels. The Property accommodates 152 shops and restaurants, including a cash dispenser.
The centre was developed in two phases. The first one opened to the public in 2003, while the second one has been operating since 2006.
The scheme has the typical characteristics of a factory outlet centre. Coloured houses hosting the retail units at the ground level are located along an open-air promenade, developed along three main streets (Via Vincenzo della Foppa, Via del Moretto and Via Girolamo Romanino) on which some
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shops are directly facing. The streets depart from a circular piazza, known as Piazza Cascina delle Moie, and lead to the open-air car park. Some units, located in the southern portion of the scheme, open only towards the car parking. The piazza is located at the north-eastern corner of the scheme. The piazza houses an old farmhouse that has been restored and currently hosts some bars and restaurant activities, forming a food court equipped with tables and chairs. One of the units forming part of the food court (Unit C01) is developed on two aboveground levels. The unit accommodates an Autogrill self service restaurant at the ground floor and Il Cascinale restaurant at the first floor. The piazza also houses a children’s play area and a glasshouse, known as La Serra, accommodating a Lindt’s shop.
In some parts of the promenade there are porticos and suspended canopies, which run along the façade of the houses, protecting the sidewalk below and the entrances to the retail units. In many points of the second phase area, covering structures have been realized along the streets in order to create a covered promenade.
Overall, the current layout allows good circulation and the centre does not have any ‘cold’ areas, suffering from poorer pedestrian flow or visibility. The stronger retailers have been strategically positioned along each street, in order to balance the pedestrian flow over the whole retail scheme. Thanks to the presence of the food court, the piazza generates a high pedestrian flow, particularly during lunch times.
The factory outlet is accessible via three entrances, providing access from the open-air car park. Two of the entrances are located at either end of the promenade facing the car park, while the third one is in its centre, directly leading to the central piazza.
The Property has a modern and appealing design, with good-quality finishes and materials. Each unit’s interior is different, as required by each brand’s standard fittings and style, but with the same attention to quality and details. The structure is pleasant and during our inspection for valuation purposes, we observed that the centre appears to be in very good condition.
According to the information verbally provided by the management company, car parking facilities include 3,000 car parking spaces, providing a ratio of 1 space per 10.8 sq m GLA, which seems very good for this type of retail scheme and by Italian standards. Nevertheless, we have been verbally informed by the centre’s manager that, at peak times (i.e. the first week end of seasonal sales) the parking provision of the Property appears to be inadequate. In this regard, we would like to draw your attention to the fact that factory outlet centres are normally characterised by longer stays,
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which means the car parking spaces remain occupied for longer periods of time, compared to the other retail formats. In any case, we have been informed that the events in which the car parking provision appears to be inadequate are limited to few times during the year and this not represent an issue for the centre.
The factory outlet centre is allowed to open every Sunday.
A selection of internal and external photographs is appended to this report under Attachment II.
9. GENERAL STATE OF REPAIR AND MAINTENANCE Based on our visual inspection, it appeared that the Property was generally in a very good state of repair.
We have not carried out technical surveys of the Property and our valuation is on the basis that there are no latent defects, wants of repair or other matters which would materially affect our valuation.
Similarly we assume that no hazardous or suspect materials and techniques were used in the construction and that there are no problems related to any previous industrial activities conducted on the site or any adverse considerations relating to aspects such as the water table level, seismic risks or other ground conditions.
10. AREAS For the purposes of this valuation, we have relied on the data provided to us.
Based on this information, the Property has a total GLA of about 32,657 sq m. We report hereunder the breakdown of the Property’s GLA:
GROSS LETTABLE AREA (GLA) TYPE OF UNIT GLA NO. OF
(SQ M) UNITS Small-sized Retail Units (GLA < 500 sq m) 27,698 138 Service Units - - Bars & Restaurants 2,373 9 Medium-sized units (GLA between 500 sq m and 1,000 sq m) 2,505 4 Large-sized units (GLA > 1,000 sq m) - - Cash Dispenser 82 1 TOTAL GLA 32,657 152
A breakdown of the above GLA by unit is provided in Attachment IV.
11. MERCHANDISING MIX For the units of the factory outlet centre, the merchandising mix can be viewed by reference to the totals for (i) GLA and (ii) Year 1 MGR (Minimum Guaranteed Rent), as shown in the following charts.
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CASH DISPENSER VACANT 0,2% OTHER GOODS 3,3% 4,1%
HOUSEHOLD GOODS BARS & RESTAURANTS 9,4% 7,3%
HEALTHCARE & BEAUTY 3,8%
ELECTRICAL GOODS & TELECOM 0,2%
FASHION, SHOES & ACCESSORIES 71,7%
MERCHANDISING MIX of the factory outlet centre (based on the GLA)
CASH DISPENSER VACANT 0,3% 1,7% OTHER GOODS BARS & RESTAURANTS 4,1% 5,2%
HOUSEHOLD GOODS 9,9%
HEALTHCARE & BEAUTY 4,1%
ELECTRICAL GOODS & TELECOM 0,1%
FASHION, SHOES & ACCESSORIES 74,6%
MERCHANDISING MIX of the factory outlet centre (based on Year 1 MGR)
The key points regarding the merchandising mix are as follows:
Franciacorta Outlet Village has the typical characteristics of a factory outlet centre, with a good provision of national and international fashion brands, and none service units (e.g. dry cleaner, travel agent, hair dresser, etc.). The merchandising mix shows a predominance of the Fashion, shoes & accessories sector, representing 71.7% of the overall GLA and 74.6% of the Year 1 MGR.
Considering its retail formula, the centre offers a diversified and complete merchandising mix. The Fashion, shoes & accessories sector is followed by Household goods sector, with 9.4% of the total GLA and 9.9% of the Year 1 MGR.
The offer of Bars & Restaurant activities is quite good, comprising two self-service restaurants, one Mc Donald’s fast food, an ice cream parlour and five bars. The sector represents about 7.3% of the total GLA and 5.2% of the Year 1 MGR.
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Considering the scheme’s retail formula, the haute-couture and luxury goods retailers may be considered as the anchor units. With reference to this aspect, it should be noted that the presence of this kind of brands is limited to a few brands (e.g. Pollini, Baldinini). Wider is the presence of national and international brands normally found in shopping centres (e.g. Alcott, Motivi, Fiorella Rubino, Guess, CK, Stefanel, Benetton, etc.).
According to the latest letting situation, about 89% of the let GLA is occupied by units that have been directly opened and managed by the mother companies of the brands. Only 11% of the let GLA is managed under franchising agreements and is occupied by franchisees.
As at the valuation date, the Property has seven vacant units, representing about 2.5% of the total GLA. One of these units (Unit F5 – bookshop), is currently occupied by a temporary store. The lease contract in place was signed by the tenant and the management company – not by the Landlord. The relevant rent is part of the temporary lettings income, and the Landlord could re-let this unit to a permanent tenant. For this reason, we have considered the unit as vacant. Moreover, legal procedures to recover the rental arrears and to regain possession of the units are currently underway on 2 units (Units D3 – Le Full and G4 – Datch) (for further details, please refer to Paragraph 16.1).
12. SITE AND ENVIRONMENTAL CONSIDERATIONS We have not investigated ground conditions/stability or for the presence of pollution or contamination in the Property or any other land (including any ground water) and neither you nor your consultants have informed us of any reason to suspect such contamination.
Our valuation is on the assumption that there are no such matters that would materially affect our revaluation.
13. TOWN PLANNING AND CADASTRAL USE As we have not been supplied with any information the specific planning situation, we have made the assumption that the current zoning permits the current use. We recommend the owner retains legal advice in regard to the above issues, which we may use to reconsider our valuation.
Our valuation is on the basis that the Property has been erected in accordance with a valid planning permission and is being occupied and used without any contravention.
We also assume the Property is not affected by proposals for road widening or compulsory purchase and that it has been erected in accordance with a valid planning permission.
14. COMMERCIAL REGULATIONS – TRADE LICENSES We have not been provided with any specific information concerning the trade licenses situation. Our valuation is on the assumption that the Landlord holds the required trade licenses.
15. TENURE We have not seen any title documents, but our valuation assumes the Property is effectively a freehold and free from any onerous restrictions, covenants or other encumbrances, save for those normally found in a condominium relationship.
We have assumed that the Property has a good and marketable title.
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16. TENANCIES, EXPIRY PROFILE AND RENTAL INCOME For the purposes of this valuation, we have relied on the information provided as being correct and complete and on there being no undisclosed matters which would affect our valuation.
Please note that we have not reviewed the lease contracts but, accordingly with your instructions, we have utilized the tenancy schedule provided summarizing heads of terms.
16.1 LETTING STATUS As at the valuation date, the Property has 7 vacant units, corresponding to approximately 2.5% of the total GLA. With reference to these units we have been provided with the following information:
Unit 07.06: this unit was previously occupied by Bottega Verde, which moved to Unit 6.01b on 21/06/2013.
Unit D16: the unit was previously occupied by Gobi, which vacated it in 2012. The unit is currently vacant and we do not have any further information concerning its re-letting.
Unit D24: the unit was previously occupied by Segue, which vacated it on 26/05/2013. During our site inspection we have been verbally informed that negotiations are currently underway with L’Erbolario (Healthcare & Beauty) but we have not been provided with further and more detailed information.
Unit D1: the unit was previously merged to the adjacent unit D25 and they were occupied by Saldarini 1882. The unit is currently vacant and we do not have any further information concerning its re-letting.
Unit D25: the unit was previously merged to the adjacent unit D1 and they were occupied by Saldarini 1882. The unit is currently vacant and we do not have any further information concerning its re-letting.
Unit C8: the unit was previously occupied by Ivy Oxford, which vacated it on 12/05/2013. During our site inspection we have been verbally informed that negotiations are currently underway with Primigi (Fashion, shoes & accessories) but we have not been provided with further and more detailed information.
Unit F5: the unit is currently occupied by the temporary store of a book shop. The lease contract in place was signed by the tenant and the management company – not by the Landlord. The relevant rent is part of the temporary lettings income, and the Landlord could re-let this unit to a permanent tenant. For this reason, we have considered the unit as vacant.
We have also been informed that the tenant of Unit 08.02 – Kathy Van Zeeland, will vacate the unit at the end of August 2013.
We would like to point out that on Units G3 and B3 a preliminary lease has been signed, respectively, with Coveri (which will move from Unit D8) and Excelsa. For the purposes of this valuation, the two units have been assumed to be let, although they have not been opened to the public yet.
Moreover, we have been informed that a legal procedure to regain possession of Units D3 – Le Full and G4 – Datch is currently underway although, as at the valuation date, both units are open and operating. The lease contract of Unit D3 expired on 15/05/2013 but the tenant did not vacate the unit. Concerning Unit G4, we have been informed that the bankruptcy procedure of the tenant is ongoing and the Landlord has started a legal procedure to rescind the lease contract and to regain possession of the unit.
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According to the information provided, we are aware that the head of terms have already been signed for the following units, whose lease contracts will expire in 2013. We report hereunder the details:
SIGNED HEAD OF TERMS
UNIT TENANT LEASE EXPIRY NEW HEADLINE OLD MGR VAR. DATE RENT (€/YR) (€/YR) MGR % 01.03 Parah 21/07/2013 54,323 64,241 -15.4% C6 Modus Beauty Store 29/07/2013 71,076 n.a. E6 Yamamay 30/07/2013 84,863 n.a. E7 Zuiki 27/07/2013 89,013 n.a. F3 Acquafredda 14/08/2013 60,284 n.a.
Negotiations are currently underway with the following tenants.
NEGOTIATIONS UNDERWAY ON UNITS WITH A LEASE CONTRACT EXPIRING IN 2013
UNIT TENANT LEASE EXPIRY RENT UNDER CURRENT VAR. DATE NEGOTIATION MGR MGR (€/YR) (€/YR) % 11.06 Levis’ Dockstep 22/07/2013 132,067 123,391 +7.0% C9 Lanificio di Tollegno 14/09/2013 53,288 64,382 -17.2% D8 Verri Uomo (*) 53,684 53,562 +0.2% E3 Mangano Regenerate Jeans 14/12/2013 58,630 58,573 +0.1%
(*) Unit D8 is currently occupied by Coveri, which is expected to move to Unit G3 over the next months
Finally, we would like to draw your attention to the following situations:
Unit C-03 - Gelateria Cascina Vecchia: we have been informed that the lease contract has been temporarily extended until 30/09/2013.
Unit D9 – Cinti: the lease contract expired in 2012. The unit is open and operating and the negotiations for the renewal of the lease agreement are underway with the tenant which, in the meantime, is being invoiced for a rental indemnity.
Unit D18 – Goods: the unit is let to Ascom (Associazione Commercianti di Bergamo – Bergamo Chamber of Trade) under a lease contract of 3-year duration, expiring in 2013. We have been informed that the Landlord intends rescinding the lease contract before the expiry date, in order to re-let the unit at market rental levels.
16.2 LEASE TERMS The occupation leases for the Property are modelled on two different types of contracts. These are Business Leases (Affitto di ramo di Azienda) and Property Leases (Contratto di locazione).
Business Lease contracts are the most common type of lease for retail schemes and typically run for a period of 5 or 7 years. The format can only be used when the landlord holds the retail trade licences. It gives the owner more control, enables him to participate in rental growth (potentially after 5 not 12 years) and avoids the compensation that has to be paid to the tenant at the end of a
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Property Lease when the landlord does not renew the lease. The vast majority of units at the Property are let under this lease format.
Property Leases follow a statutory framework and are typically for 6 + 6 years, the effect being that the tenant may stay for 12 years or break the lease mid-term. At the end of a PL the tenant will have the right to compensation that could be 18 months or 36 months of the prior rent. This model is mandatory for the units occupied by services (such as banks, travel agents and dry cleaners).
Of the 145 leases currently in place, 140 are business leases and 5 are property leases. Please note, that the number of leases in place also includes the temporary lease contracts in place for the temporary stores Reebok-Adidas (Unit 5.02) and Alberto Guardiani (Unit F4). Both the leases have 6-month duration, starting from July 2013. Moreover, the number of leases in place includes the preliminary lease contracts that have been signed on Units G3 – Coveri and B3 – Excelsa.
The duration of the business lease contracts varies from unit to unit and ranges from 1 to 12 years. In particular, the majority of the business leases have 8-year duration. The duration for the property leases is of 6+6 years.
Most of the leases in place reserve rents which are the greater of (i) MGR or (ii) a specified percentage of the tenant’s reported turnover, net of VAT; these mainly vary between 3.0% and 12.5%. 3 lease contracts do not contain a turnover rent element (Unit 21.02 – cash dispenser, Unit D14 – Sapori del territorio and Unit 117 – Goods). Some tenants pay a percentage of the turnover that varies on the basis of the amount of the turnover reached by the tenant. The tenants of the two temporary stores Reebok-Adidas (Unit 5.02) and Guardiani (Unit F4) pays only the turnover rent.
The annual rent of business leases is indexed up to 100% of ISTAT every year. Property leases are indexed at 75% of ISTAT every year. The rent of 66 business leases is indexed annually considering a minimum ISTAT index equal to 2.5%. Currently, for 7 lease contracts, ISTAT indexation does not start from the second lease year but at a later date. The tenants, therefore, benefit from a fixed rent for the initial years of the lease, as the rent is not annually indexed.
The lease contracts in place with the following tenants: Units 02.06 – Twin Set, 3.01-3.02 – Guess Denim, 12.05 – Sketcher, 13.02 – Calvin Klein, E2 – Pollini, have a ‘ratchet’ clause, according to which a percentage of the turnover rent paid by the tenant becomes the minimum guaranteed rent for the following years. This clause is quite typical for factory outlet centres. As this formula is based on an estimate of the turnover, for the purposes of this valuation, we have assumed the only MGR agreed in the lease contract and, in our cash flow, we have assumed to increase it in line with inflation.
51 tenants have break options (For more details, please refer to paragraph 16.4).
In 12 cases the MGR in the lease contract is subject to rental discounts in the initial years of the leases, in the form of stepped rents (For more details, please refer to paragraph 16.5).
The Rent Roll Schedule is appended to this report under Attachment IV.
16.3 EXPIRY PROFILE The following chart reflects the termination dates assumed in our cash flow projection. As shown in the chart, lease contracts corresponding to about 26% of the let GLA and of the expected headline rent are expected to expire over the next three years (2013 – 2015). Please note, that in consideration of their performance, in a prudential approach, we have assumed that the following tenants will exercise their break option: Units 3.04-3.05 – Robe di Kappa (31/05/2014), C4 – Marina Militare kids (22/10/2014), G4 – Datch (05/10/2014). Moreover, we have assumed that the following tenants will end the lease contracts at the first lease expire: Units C01-b – Ristorante Il Cascinale (09/12/2018), D14 – Sapori del territorio (30/09/2016).
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25,0%
20,0%
15,0%
10,0%
5,0%
0,0% 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
% GLA % HEADLINE RENT
16.4 BREAK OPTIONS According to the information provided, the following 51 tenants can still exercise their break options:
BREAK OPTIONS UNIT TENANT BREAK OPTION NOTICE NOTES 01.04 Ixos Starting from 22/09/2015 6 months If turnover < 3,000€/sq m/yr 01.05 John Barrit 18/11/2015 6 months If turnover < 2,750€/sq m/yr 02.06 Twin Set 18/03/2016 6 months If turnover < 3,000€/sq m/yr 02.07 Artigli Starting from 11/12/2015 6 months 3.01-.02 Guess Denim 19/10/2018 n.a. If turnover < 3,200€/sq m/yr 03.03 Tucano Urbano Starting from 28/04/2016 6 months If turnover < 350,000€/yr 3.04-3.05 Robe di Kappa 01/12/2014 6 months If turnover < 1,900€/sq m/yr 04.01 Carpisa Starting from 30/04/2011 n.a. If turnover < 3,000€/sq m/yr 04.05 Puma Starting from 13/11/2010 6 months 05.01 Italian Home Starting from 01/04/2015 n.a. If turnover < 2,500€/sq m/yr Factory 05.04 Witor’s Starting from 30/04/2017 6 months If turnover < 3,000€/sq m/yr 05.05 Pompea Starting from 22/01/2013 6 months If turnover < 2,500€/sq m/yr 05.07 Asics Starting from 01/03/2013 6 months 6.01a David Mayer 29/09/2015 6 months If turnover < 3,500€/sq m/yr 6.02/03 Del Mare 1911 Starting from 20/03/2013 6 months If turnover < 3,000€/sq m/yr 06.06 Conte of Florence Starting from 12/03/2013 6 months If turnover < 500,000€/yr 07.01 Boggi Starting from 29/09/2009 6 months If turnover < 2,400€/sq m/yr 07.03 Sisley Starting from 22/01/2016 6 months If turnover < 1,700€/sq m/yr 07.04 Glenfield 01/04/2014 6 months If turnover < 400,000€/yr 07.05 Triumph 22/07/2017 n.a. If turnover < 3,000€/sq m/yr
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BREAK OPTIONS UNIT TENANT BREAK OPTION NOTICE NOTES 08.01 Baldinini 29/06/2016 n.a. If turnover < 3,000€/sq m/yr 08.03 Kiko 23/09/2014 6 months If turnover < 500,000€/yr 09.01 Gant Starting from 11/06/2016 6 months If turnover < 3,500€/sq m/yr 09.03 Tommy Hilfiger 04/09/2015 6 months If turnover < 3,200€/sq m/ty 09.04 ADD Starting from 23/05/2016 6 months If turnover < 2,500€/sq m/yr 09.06 Nervesa 08/09/2015 6 months If turnover < 3,000€/sq m/yr 10.01-10.02 Nike Starting from 26/01/2007 6 months 11.01 Bagatt Starting from 20/04/2013 n.a. If turnover < 2,000€/sq m/yr 11.01 Alcott 02/01/2015 6 months If turnover < 2,000€/sq m/yr 12.05 Skecher Starting from 04/01/2014 6 months If turnover < 2,000€/sq m/yr 13.02 Calvin Klein 29/03/2015 6 months If turnover < 1,200,000€/yr 21.02 Banca Starting from 01/07/2007 6 months C-01a Autogrill 01/08/2014 3 months C-02 McDonald’s Starting from 12/09/2010 12 months C04a Illy Caffè Starting from 26/04/2016 6 months If turnover < 1,700€/sq m/yr 21.03 Gamestop Starting from 30/05/2014 6 months If turnover < 450,000€/yr A1 McKenzy 14/04/2016 6 months If turnover < 2,000€/sq m/yr B5 Bormioli 30/05/2016 6 months If turnover < 3,000€/sq m/yr C2 Stefanel Starting from 12/02/2013 n.a. If turnover < 3,000€/sq m/yr C4 Marina Militare Kids 23/04/2015 6 months If turnover < 3,000€/sq m/yr D2 Unique Children Starting from 24/08/2017 6 months If turnover < 2,500€/sq m/yr D6 L’Oréal Starting from 05/12/2016 6 months If turnover < 4,000€/sq m/yr D7 7 Camicie 30/05/2016 6 months If turnover < 2,500€/sq m/yr E2 Pollini 26/09/2016 6 months If turnover < 3,000€/sq m/yr E3 Mangano Starting from 15/06/2011 6 months If turnover < 2,500€/sq m/yr E4 Marina Militare Starting from 01/12/2016 6 months If turnover < 3,000€/sq m/yr E5 Mash Starting from 22/08/2015 6 months If turnover < 2,500€/sq m/yr F1 Mandarina Duck 06/01/2016 6 months If turnover < 3,000€/sq m/yr F6 John Ashfield Starting from 29/06/2016 6 months If turnover < 3,000€/sq m/yr G1 Gabel Starting from 01/07/2015 6 months If turnover < 500,000€/yr G4 Datch 05/10/2014 n.a. If turnover < 1,700€/sq m/yr
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16.5 STEPPED RENT PROVISIONS From the information provided, we understand that the following leases are subject to rental discounts in the initial years of the leases, in the form of stepped rents:
STEPPED-RENT PROVISIONS
GLA LEASE START CURRENT MGR HEADLINE RENT UNIT TENANT (SQ M) DATE (€/YEAR) (€/YEAR) 01.04 Ixos 193 22/03/2012 73,275 77,132 03.03 Tucano Urbano 135 25/10/2012 56,000 60,000 6.01a David Mayer 136 29/03/2013 54,208 56,918 08.04 Brooks Brothers 330 05/04/2013 105,555 115,451 09.04 ADD 105 23/11/2012 37,668 41,876 09.06 Nervesa 317 08/03/2012 115,000 119,000 11.02 Esercito Italiano 212 07/06/2011 71,944 77,234 11.03 Cotonella 211 13/04/2011 68,474 71,635 C3 C’art 88 01/06/2011 38,000 44,000 D12 Outly 65 20/12/2012 26,076 27,380 F1 Mandarina Duck 235 06/07/2013 70,635 84,180 G4 Datch 253 06/10/2012 91,220 103,890
For a number of lease contracts ISTAT indexation is not applied from the second lease year but at the end of the reduced-rent periods.
16.6 RENTAL DISCOUNTS According to the information provided by the Borrower, we understand that no tenants were granted rental concessions for 2013.
16.7 RENTAL INCOME MINIMUM GUARANTEED RENT The gross Minimum Guaranteed Rent (MGR) provided amounts to €11,664,530 corresponding to an average of €366 per sq m of GLA per annum. This has been calculated based on the rents provided, including the stepped-rents agreed and ISTAT indexation. The amount includes the leases in place and the MGR agreed in the head of terms signed and in the preliminary contracts signed on Units G3 – Coveri and B3 – Excelsa.
Based on the data contained in the Cushman & Wakefield database, in the table below, Franciacorta FOC has been compared to two factory outlet centres (indicated as FOC A and FOC B) having a similar size and offer. As for Franciacorta, the two schemes may be considered as medium-market centres, as their offer is mainly characterised by a wide presence of brands normally found in shopping centres, while the provision of luxury goods retailers is lower. As shown in the table, the average rent of Franciacorta is in line with the rents in place in factory outlet centres of similar type and quality.
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AVERAGE RENTS FRANCIACORTA FOC A FOC B FOC €/SQM/YR €/SQM/YR €/SQM/YR Average Rent/sq m GLA ~366 ~350 ~390
In the table below the rent paid by some tenants operating in Franciacorta has been compared with the rental level paid by the same brands in the other two factory outlet centres:
COMPARISON OF RENTS BRAND SECTOR FRANCIACORTA FOC A FOC B FOC €/SQM/YR €/SQM/YR €/SQM/YR Alcott Fashion, shoes and accessories 340 320 400 Asics Fashion, shoes and accessories 315 330 - Baldinini Fashion, shoes and accessories 360 375 - Borgo Tessile Household Goods 376 400 - Calvin Klein Fashion, shoes and accessories 475 370 450 Gattinoni Fashion, shoes and accessories 379 340 430 Guess Fashion, shoes and accessories 315 390 450 Camicissima Fashion, shoes and accessories 422 440 520 Marina Militare Fashion, shoes and accessories 388 350 420 Frette Household Goods 334 - 350 Kiko Healthcare & Beauty 390 425 650
We would like to bring to your attention that rental values in factory outlet centres vary considerably, depending on the age of the scheme, its layout, its performance and location. Moreover, rents also vary depending on the size of the unit, the length of the lease, and the negotiation power of the tenant.
The tenants of the temporary stores Reebok-Adidas (Unit 5.02) and Alberto Guardiani (Unit F4) pay only the turnover rent equal, respectively, to 7% and 10% of the net turnover achieved. The rent of the two units has been estimated by applying the agreed percentage to a potential turnover, which has been estimated in 3,000€/sq m GLA for Unit 5.02 and in 3,500€/sq m GLA for Unit F4. Therefore, we have estimated a rent equal of 245€/sq m GLA for Unit 5.02 and of 350€/sq m GLA for Unit F4.
The gross Expected MGR in year 1 of our cash flow (18 July 2013 to 17 July 2014), which also includes the current vacancy, is equal to €11,920,503. The gross Expected Headline Rent, which takes into account the annual rent to be paid at the end of any rent-free or reduced-rent period and includes our estimated market rent for the units currently vacant, is equal to €12,041,262.
TURNOVER RENT According to the information provided to us, we understand that 34 tenants paid a turnover rent in 2013 (related to 2012 turnovers) for a total amount equal to €585,413. Hereunder, we report the details.
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2012 TURNOVER RENT (PAID IN 2013) UNIT TENANT TURNOVER RENT PAID IN 2013 (€/YR)
F4 Baldinini 18,678 10.04 Ottica Avanzi 1,547 08.03 Kiko 2,408 21.03 GameStop 2,440 08.01 Guess Accessori 5,021 13.02 Calvin Klein 63,518 B4 Rifle 6,734 E7 Zuiki 8,538 C7 Bottega del Sarto 9,056 04.01 Carpisa 9,936 Serra Lindt 11,020 3.01-3.02 Guess Denim 11,949 07.02 Pupa Outlet 12,076 D8 Enrico Coveri/Pierre Cardin 12,741 B2 Napapijri 14,019 05.06 Essenza 15,031 11.06 Levi’s Dockstep Factory 18,625 09.07 Home & Cook 20,660 E3 Mangano Regenerate Jeans 23,189 B1 Bialetti 24,802 E4 Marina Militare 25,724 11.01 Alcott 61,886 E1a Timberland 111,220 09.04 ADD 1,775 E8 Adidas 19,737 07.01 Boggi 9,749 01.02 Gaudì 1,133 A2 Malloy 24,623 B6 Meltin Pot 2,167 C6 Modus Beauty Store 27,049 D5 Pablito Bar 1,444 E2 Pollini 1,216 02.06 Twin Set 5,704 TOTAL 585,413
The 2012 turnover rent is approximately 19% lower compared to 2011 and 23% lower compared to 2010.
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TEMPORARY LETTINGS INCOME The total amount of ‘precari’ or temporary income estimated for 2013 is about €85,000 (net of VAT but gross of the fee of the company responsible for the management of the centre), representing about 0.7% of the MGR of Year 1.
In the last three years, the trend of temporary lettings income was the following.
TEMPORARY LETTINGS INCOME 2010 2011 2012 Budget 2013 Total amount 68,850 64,950 70,905 84,672 Y/Y Var % -5.7% +9.2% +19.4% 4-Y Var % +23.0%
We would like to bring to your attention that the amount budgeted for 2013 also includes the rent related to Unit F5 – bookshop, which is occupied by a temporary store. As mentioned in paragraph 16.1, the lease contract in place was signed by the tenant and the management company – not by the Landlord and the relevant rent, equal to 10,000€/year, is part of the temporary lettings income.
17. CENTRE MANAGEMENT, SERVICE CHARGES AND MAINTENANCE COSTS
17.1 PROPERTY MANAGEMENT The Property Manager is AVM and they have a resident centre manager.
17.2 SERVICE CHARGES The costs incurred in the running of the factory outlet centre are recovered from the tenants. The tenants pay fixed amounts ranging from €11 (Unit C01-a – Autogrill) to €219 (Unit 01.06 – Pinko) per sq m of GLA per annum (annually indexed with inflation) and not a pro-rata share of the costs proportional to the unit’s GLA. The average fix amount is equal to €154 per sq m. The figure charged to each tenant is indicated in the lease contracts. At the end of the year, there is no reconciliation between how much has been collected as service charge from the tenants and how much has been spent. The service charges that exceed the amount paid by the tenants are paid by the Landlord. Vice versa, if the sum spent is lower than that collected, the service charge surplus is an additional income for the Landlord.
According to the information provided, the service charges (including the marketing costs) for the factory outlet centre, estimated for the period October 2012 – September 2013 amount to approximately €4,580,000.
Details on the total service charges budgeted for the period October 2011 – September 2012 and for the period October 2012 – September 2013 are summarised in the following table.
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SERVICE CHARGES
SERVICE CHARGES ITEMS Oct 2012 – Sept Oct 2011 – Sept VAR. % 2013 BUDGET 2012 BUDGET (€/YR) (€/YR)
Water 41,000 47,000 -12.8% Heating energy 19,715 26,000 -24.2% Electricity 176,713 151,000 +17.0% Cleaning 434,900 393,000 +10.7% Snow and ice removal 28,000 30,000 -6.7% Green areas 80,000 80,000 - Maintenance 89,900 91,650 -1.9% Repairs 52,000 43,300 +20.1% Building manager expenses / Staff 71,100 73,000 -2.6% Garbage 90,500 86,300 +4.9% Security 416,700 380,650 +9.5% Operating costs 22,295 15,100 +47.6% Reception 53,000 50,000 +6.0% Other expenses 260,500 301,500 -13.6% Administration 15,500 17,500 +11.4% SUB-TOTAL SERVICE COSTS 1,851,823 1,786,000 +3.7%
Marketing (Advertising) 1,900,000 1,850,000 +2.7% Marketing (Contribution to Municipality) 274,867 270,658 +1.6% SUB-TOTAL MARKETING COSTS 2,174,867 2,120,658 +2.6%
Management 553,336 538,332 +2.8% SUB-TOTAL MANAGEMENT COSTS 553,336 538,332 +2.8% GRAND TOTAL 4,580,026 4,444,990 +3.0%
The total expense budgeted for the period October 2012 – September 2013 is expected to increase by 3.0% compared to the previous twelve months. The difference is mainly due to the higher costs estimated for operating costs (+47.6%), repairs (+20.1%) and electricity (+17.0%). The marketing and promotional costs are expected to increase by about +2.6%.
The total estimated annual service charges (including the marketing costs) for the factory outlet centre corresponds to a cost of approximately €140 per sq m of GLA. The cost is in line with the level expected for a factory outlet centre of this size and quality. However, it must be considered that these also include the centre’s management costs. Moreover, 47% of the total costs is represented by marketing and promotional costs. For factory outlet centres, the marketing activity is very important and, usually, a substantial cost item. The amount of circa €2.2 million that has been budgeted for the marketing activities of Franciacorta appears appropriate for the size and the quality of the centre.
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17.3 EXTRAORDINARY MAINTENANCE Based on the information provided, we understand that no extraordinary maintenance works are expected for the next three years.
18. PERFORMANCE
18.1 FOOTFALL AND CAR AFFLUENCE The factory outlet is equipped with a car counting system that tracks the number of vehicles accessing the car park.
Based on the information provided, in 2012, 1,486,547 vehicles accessed the car park, approximately -0.8% compared to the previous year, with 1,499,136 vehicles. 2011, on the other hand, had registered a positive overall trend, with +10.0% on 2010. During 2012, the centre showed a fluctuating trend in visitors, with July and October being the months registering the steepest drops compared to 2011 (-10.5% and -13.3%, respectively), and March and November being the months registering the highest peaks (+8.0% and +8.3% compared to 2011).
To estimate the number of people visiting the centre, the management company applies a coefficient of 2.5 to each vehicle accessing the car park. Based on this estimate, Franciacorta had some 3,716,368 visitors in 2012, registering a slight decrease (-0.8%) compared to 2011, with 3,747,840 estimated visitors. This appears as a good result, especially considering that factory outlet centres normally have a lower average number of visits compared to the more traditional retail schemes.
With reference to the monthly trend, we would comment that Franciacorta has the typical trend of a factory outlet centre, with July being the month registering the highest number of visitors, and January being the best performing month in terms of sales.
In July 2010, a people counting system was installed at the main access of the centre. Based on the information provided to us, the system registered some 4,875,944 visitors in 2012, corresponding to a +2.9% increase compared to the previous year, with its 4,737,375 visitors. In any case, we would like to draw your attention to the fact that this system does not track the people only visiting the retail units open only towards the car parking. On the other hand, the figures resulting from the system could count two or more times the same person coming in and going out of the centre.
We have been provided by the management company with the number of tickets registered by the operators. Based on this information, we understand that, in 2012, 4,075,533 tickets have been registered. This can be considered as a good result, especially if compared to the estimated number of visitors.
18.2 TURNOVER AND EFFORT RATES According to the information provided by the Borrower, the total net turnover generated by Franciacorta Outlet Village in 2012 amounted to €100,990,866, showing a 2.0% increase with respect to the previous year. This amount includes the sales generated by all the tenants, including those which left the centre and those which did not operate during the entire year.
Taking into account only those tenants operating during the entire 2012, the factory outlet registered a total turnover of €90,562,343 (on homogeneous data), corresponding to €3,513 per sq m GLA, which is indicative of a good performance, as the turnover on a per sq m basis is broadly in line with the turnover expected from a centre of this type.
The table below provides a breakdown of the net turnover by sector, taking into account only those tenants operating during the entire 2012 and communicating their turnover data. The analysis has
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been carried out considering the information supplied by the Borrower. Please note that, in order to calculate the effort rates, we have considered the total turnover figures from January 2012 to December 2012, and the MGR provided for 2013.
2012 NET TURNOVER BY SECTOR
2012 2012 2012 GLA EFFORT SECTOR TURNOVER TURNOVER TURNOVER/ SQ M RATES €/YR €/SQM/YR TOTAL Fashion, shoes & accessories 19,050 69,134,535 3,629 76.3% 10.4% Healthcare & Beauty 953 4,433,401 4,654 4.9% 8.2% Household Goods 2,486 7,004,297 2,818 7.7% 13.0% Bars & Restaurants 2,373 6,242,275 2,630 6.9% 9.7% Other goods 865 3,151,451 3,643 3.5% 10.4% Electrical goods & telecom 50 596,384 11,928 0.7% 2.6% TOTAL 25,777 90,562,343 3,513 100.0% 10.4%
In 2012, some 76.3% of the total turnover for the factory outlet centre was generated by Fashion, shoes and accessories merchandise sector. The average turnover per sq m GLA registered by the Property is indicative of a good performance. Based on the data contained in the Cushman & Wakefield database, in the table below, Franciacorta FOC has been compared to two factory outlet centres (indicated as FOC A and FOC B) having a similar size and offer. As for Franciacorta, the two schemes may be considered as medium-market centres, as their offer is mainly characterised by a wide presence of brands normally found in shopping centres, while the provision of luxury goods retailers is lower.
AVERAGE TURNOVER/SQM GLA FRANCIACORTA FOC A FOC B FOC €/SQM/YR €/SQM/YR €/SQM/YR Average turnover/sq m GLA 3,500 3,200 2,700
According to the data available, prime factory outlet centres, with a high provision of up-market and luxury brands, may reach an even higher average turnover per sq m GLA, ranging between €5,500 and €7,000. Based on the data contained in the Cushman & Wakefield database, in the following table the average net turnover by sector registered by Franciacorta has been compared to the averages recorded by the other two factory outlet centres.
AVERAGE TURNOVER/SQM GLA BY SECTOR FRANCIACORTA FOC A FOC B FOC €/SQM/YR €/SQM/YR €/SQM/YR Fashion, shoes & accessories 3,629 ~3,300 ~2,500 Healthcare & Beauty 4,654 ~3,900 ~3,400 Household Goods 2,818 ~2,400 ~2,100 Bars & Restaurants 2,630 ~2,000 ~1,900 Other goods 3,643 ~3,200 ~2,500
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In the table below the net turnover/sq m GLA registered by some tenants operating in Franciacorta has been compared with the sales figures recorded by the same brands in the other two factory outlet centres. Please, note that for the analysis we have taken into account only those tenants which have traded continuously for 12 months.
COMPARISON OF NET TURNOVER/SQM GLA BRAND SECTOR FRANCIACORTA FOC A FOC B FOC €/SQM/YR €/SQM/YR €/SQM/YR Alcott Fashion, shoes and accessories 5,280 - 3,100 Asics Fashion, shoes and accessories 2,360 2,400 - Adidas Fashion, shoes and accessories 5,350 5,800 3,000 Baldinini Fashion, shoes and accessories 5,600 5,600 - Bialetti Household Goods 5,000 3,600 2,500 Borgo Tessile Household Goods 2,100 2,000 - Calvin Klein Fashion, shoes and accessories 7,270 6,300 4,000 Gattinoni Fashion, shoes and accessories 2,600 1,400 3,000 Marina Militare Fashion, shoes and 5,200 3, 3, accessories 900 400 Freddy Fashion, shoes and 2,490 1, 2, accessories 800 500 Frette Household Goods 1,670 - 1, 500 Kiko Healthcare & Beauty 5,500 7, 5, 000 000
The average effort rate (rent-to-sales ratio) of the factory outlet is 10.4% (on homogeneous data), which is indicative of a good performance. We have calculated the effort rate for each individual retailer communicating the turnover data and operating during the entire 2012. The analysis has been carried out considering the information supplied by the Borrower. Please note that in order to calculate the effort rates, we have considered the total turnover figures from January 2012 to December 2012, and the MGR provided for 2013. About 33.1% of the MGR relates to tenants with an effort rate below 10%. Some 60.1% of the MGR has an effort rate in the medium risk category (between 10% and 20%), and only 8 tenants have critical situations, with effort rates higher than 20%. On one of them (Datch – Unit G4) a bankruptcy procedure is currently underway and the Landlord has started a legal procedure to rescind the lease contract and to regain possession of the unit.
EFFORT RATES NO. OF % OF TOTAL UNITS MGR ER <5% (no risk) 4 3.2% 5%< ER <10% (low risk) 31 29.9% 10%
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18.3 ARREARS According to the information provided, we understand that a number of tenants still operating in the centre have matured arrears equal to €293,465 by the end of June 2013. Of these circa €88,206 refers to tenant for which a recovery plan has been agreed between the Landlord and the tenants (specifically: Units C11 – Gattinoni, 11.02 – Esercito Italiano, C3 – C’Art, 07.04 – Glenfield, 04.01 – Carpisa). €98,446 refers to Units G5 – Datch and D3 – Le Full, for which a legal procedure is currently underway (as better detailed in paragraph 16.1). Finally, of the remaining amount circa €102,146 is referred to arrears older than 60 days and, therefore, to arrears matured before June 2013.
The table below shows the details (please, consider that the amounts include only rents):
ARREARS RELATED TO TENANTS STILL OPERATING IN THE CENTRE ITEMS € Units D3 – Le Full and G5 – Datch (Legal Procedure) 98,446 Units with a recovery plan in place 88,206 Arrears older than 60 days 102,146 Arrears referred to June 2013 4,667 TOTAL ARREARS 293,465
We would like to bring to your attention that the arrears older than 60 days (and, therefore, excluding the situations on which a legal procedure is underway, the units with a recovery plan already agreed and the arrears referred to June 2013), represent about 0.86% of the MGR of Year 1.
19. RETAIL MARKET COMMENTARY
19.1 GENERAL OVERVIEW The expected export-driven recovery from mid-2013 has not materialised thus far due to sluggish external demand and the loss of impetus in emerging markets (recipient of 30% of Italian exports). Meanwhile, ongoing austerity, rising unemployment and persistent strains in the credit market weighed additionally on domestic demand. As a result of these domestic and external weaknesses, manufacturing and services PMI remained below the 50 expansion-contraction mark in H1, although the former edged up marginally in June.
The European Commission ended its excessive deficit procedure for the country in May after the budget deficit had been narrowed to 3% of GDP in 2012. Given the shrinking economy, the Government’s pledge to maintain the deficit at this level will require fiscal discipline. This may become more difficult as bond yields have risen since May (by 40bp in Italy) on the back of improvements in the US economy and concerns over the Fed tapering its asset purchases program. Although the government followed its austerity agenda and successfully reduced the deficit, it also postponed the increase in VAT to October and is likely to abandon the new property tax.
Ongoing fiscal tightening, rising unemployment and sluggish wage growth are expected to continue to exert pressure on consumers, with falling inflation providing them with only limited support. As a result, another fall in consumer spending is expected for this year. On a positive note, Italian households are significantly less indebted in comparison to their counterparts in other peripheral EU economies.
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Recession and fiscal slippage remain the main concerns within the Italian economy. GDP is expected to fall by 1.7% this year and start growing modestly in 2014. Alongside the ongoing fiscal adjustment, restoring the country’s competitiveness will be crucial to ensuring sustained growth in the long term. Labour cost adjustment has in fact barely started in Italy, in contrast to Greece and Ireland. Given that fiscal shortfalls do not allow reductions in labour tax burden, restraining wage growth appears to be the only solution to achieve this goal. This will in turn further exacerbate private consumption. Externally, a pickup in the world trade is still expected for this year, although it is likely to be more sluggish than expected.
Note: *annual % growth rate unless otherwise indicated. E estimate F forecast Source: Oxford Economics Ltd. and Consensus Economic Inc
Source: Cushman&Wakefield
Despite weak macroeconomic conditions, private consumption in Italy hasn’t suffered as much as in other periphery economies like Spain and Greece. Given the Property is in a wealthy region of Italy, the sales in the outlet centre continue to remain resilient through the crisis, as better indicated in Paragraph 18.2.
19.2 RENTAL LEVELS Consumer spending downturn is affecting the market. Nevertheless, the trends that have been observed in rental levels during the first half of 2013 vary greatly depending on the quality of the schemes. In the current economic climate, rents in centres performing less well have been under pressure and subject to re-negotiations. For good quality centres with a proven track record and sustainable turnovers, such pressure is less apparent and some well established schemes have continued to show rental increases on new lettings in the face of a general slowdown in consumer spending. During the first half of 2013, these schemes registered an increase in the rental levels
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achieved for new leases, also thanks to the limited offer of good quality schemes in the market. The situation is quite different for secondary poorly-performing schemes, for which the grant of rental concessions and the inclusion of stepped-rent provisions in new contracts are practices still often used by the landlords.
Rent reviews are common also for pipeline schemes, especially for those with weaker catchment areas. Pipeline schemes are suffering because there is plenty of existing offer and rents are not sustainable; in fact, rents registered in pipeline schemes may have lower rental values than established existing shopping centres.
In the first half of 2013, in established prime shopping centres, prime rents for units up to 250 sq m stand at €850/sq m, reaching up to €1,300/sq m for the smaller units. Sometimes additional premiums can be involved in securing occupation (these could be in the region of 6 months’ rent).
The following chart shows the trend of prime rents since 2007:
1.000 Trend of prime rents in shopping centres (*) 900
800
700
600
500
400
300 €/sqm/year
200
100
- 2007 2008 2009 2010 2011 2012 1H 2013
(*) Units with GLA up to 250 sq m Trend of prime rents in shopping centres (*)
19.3 INVESTMENT FOCUS The Italian real estate investment market is in a state of transition. At present the biggest challenges for investors are overcoming the perceived “euro zone / Italian country risk” and obtaining financing for transactions. This in our opinion will continue into 2013.
For most of the last decade, in varying degrees, finance has been available from banks and leverage has been a significant and positive feature for investors. Starting from the second half of 2011 finance became increasingly scarce and expensive.
For private investors in other types of real estate, such as “core” buildings in city centres, this lack of finance may be of less importance, but for the main stream investors in institutional grade shopping centres, the ‘liquidity crisis’ will limit their activities.
The strong “headwinds” of financing and the perceived country risk will continue in 2013.
Political uncertainty and a stagnant debt market have reduced activity, although we are at a turning point. A two tier market exists: well located, trophy assets still attract core funds, good quality buildings which have been repriced attract opportunistic players.
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The following table summarises the main retail transactions registered during the first three quarters of 2013. Although in 2013 the volume of retail investments has been about +64% higher compared to the same period of 2012 (€100 m vs €61 m), the number of transactions completed remains very limited. As shown in the table, it must be noted that only one of them refers to a retail gallery. High street opportunities have proved resilient and attract investor’s interest.
2013 RETAIL INVESTMENT DEALS SCHEME LOCATION BUYER TOTAL PRICE GROSS GLA (€ MLN) YIELD (SQM) H&M + Vodafone (High Milan Beni Stabili 1,900 67.6 n.a. street) Gestioni SGR Ortona Centre SC Ortona (Chieti) Finiper 11,759 18.8 7.32% (hypermarket only) Auchan Bergamo (retail Bergamo Foncière LFPI 2,000 7,85 ~7.90% gallery only) Italia Metro Cash&Carry La Spezia Foncière LFPI 4,616 8,18 ~7.80% Italia
The Italian investment market has been driven by domestic players both Institutional and Private investors. While active during 2010 and 2011, both groups have now adopted a “wait & see” policy due to the wider economic situation. Activity from traditional International cross border investors and third party management funds has declined; with the majority monitoring the market until sentiment or conditions improves.
Italian institutional funds have not stepped into the gap left by the international retail specialists due to the complex nature of shopping centre ownerships. However, they are comfortable with prime high street retail properties and are active investors in this sector which has remained resilient during the downturn.
The market is in a state of transition and financing is the greatest challenge. Market is dominated by retail specialists. Good locations, recognized tenants and correct pricing will attract potential investors.
It is not possible to predict how the yield structure for shopping centres may change as a result of the ongoing uncertainties in the financial markets, however, it is our opinion that some re-pricing must occur in order for investors to see “value for money” when compared to other European countries.
As a general trend, gross yields for prime locations in the North of the country are expected to remain stable. The yield gap will widen for Southern assets, but the interests from investors will remain limited.
The following chart shows the trend registered by prime shopping centres yields during the latest 6 years. As a general trend, yields decreased steadily for several years up until 2007, when prime gross yields for prime shopping centres reached record-low levels, around 5.00%, reflecting the increasing interest for retail properties on the part of investors. When the global economic crisis hit, ignited by the credit crunch, yields started to rise again. A general stabilization has been registered in 2010 and 2011. A new increase in yields was registered starting from 2012, mainly reflecting the instability that has been affecting the Italian economic and political situation
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The following table summarizes the main retail transactions closed in the last seven years (2006 – 2012). Please, note that in 2012 the number of transactions completed was very limited. None of them referred to shopping centres, apart from the transaction related to Sidicinum Shopping Centre, in Caserta (about 20,000 sq m GLA) and to two small retail galleries located in Gallarate (Varese) and San Giuliano Milanese (Milan). The two galleries have a total GLA of 5,000 sq m and were bought by their original owner (Carrefour Property Italia) for about €13 m, at a gross yield higher than 9.00%. Concerning this deal, it must be underlined that their small size made the two retail galleries few appealing for a number of potential investors, especially at the beginning of 2012, when the interest for the Italian real estate market on the part of international players was very limited. Carrefour appeared the only possible buyer, also considering the fact that Carrefour (which also owns the food anchor in the shopping centres of which the two galleries are part) was likely interested in creating a potential synergy with the galleries.
2006 – 2012 MAIN RETAIL INVESTMENT DEALS YEAR SCHEME LOCATION BUYER TOTAL GLA PRICE PRICE GROSS (SQM) (€ MLN) (€/SQM) YIELD 2013 Market Central Da Rome Gwm Group 56,000 130 2,300 n/a Vinci Retail Park 2012 Retail Galleries Gallarate (Varese) Carrefour 5,000 13 2,600 c.a. 9.00% Gallarate and San and San Giuliano Property Italia Giuliano Milanese Milanese (Milan) 2011 Megalò SC Pescara (Abruzzo) ECE 48,500 140 2,900 c.a. 7.25%
2011 Mongolfiera SC Molfetta (Bari) Orion 35,000 65 1,900 c.a. 7.25%
2011 Fidenza RP Fidenza (Parma) Cordea Savills 26,000 40 1,500 c.a. 7.50% 2011 Gallery CC Punta Forlì COOP+Unipol 12,600 92 7,300 c.a. 6.26% di Ferro 2011 Gallery CC Casal Rome Union Investment 9,800 48 4,900 c.a. 5.75% Bertone RE GmbH 2010 Le Vele SC + Cagliari Corio 31,900 103.3 3,200 c.a. 7.00% Millennium EC 2010 Mongolfiera SC Surbo (Lecce) Schroders 11,300 49 4,300 c.a. 7.50% (retail gallery only) 2010 Porta di Roma Rome Allianz + Corio 100.000 440 4,400 (Net: c.a. 6.4%)
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2006 – 2012 MAIN RETAIL INVESTMENT DEALS YEAR SCHEME LOCATION BUYER TOTAL GLA PRICE PRICE GROSS (SQM) (€ MLN) (€/SQM) YIELD 2009 Antegnate SC Antegnate Axa Investment 36,500 160 4,400 c.a. 6.15% (Bergamo) Management 2009 Auchan SC (*) Monza Union Investment 28,000 141 5,000 c.a. 6.00% 2009 Barberino Designer Firenze Henderson 21,000 125 6,000 c.a. 6.50% Outlet Global Investors 2009 CC Vittuone Milan Klepierre 32,500 44.2 1,400 c.a. 6.50%
2009 CC I Portali Modena Eurocommercial 7,800 39 5,000 c.a. 6.50% (Gallery) 2008 Terminal Nord RP Udine British Land 33,000 100 3,000 c.a. 5.70%
2008 Castelguelfo FOC Bologna Neinver 13,000 53.1 4,100 c.a. 6.60% – Phase I 2008 La Fabbrica SC La Spezia Pradera 11,700 48.5 4,100 c.a. 6.00% 2008 Leone di Lonato + Variuos Klepierre 46,200 129.5 2,800 c.a. 6.50% Corti Venete 2008 RP Navile Bologna Henderson 11,000 45 4,100 c.a. 6.50% Global Investors 2007 Città Fiera SC Udine Corio 27,400 87 3,200 c.a. 6.05%
2007 Le Colonne SC Brindisi DEGI 12,000 70.4 5,900 c.a. 5.35% (retail gallery only) 2007 Serravalle RP Serravalle Henderson 16,200 37 2,300 c.a. 5.80% (Phase A) (Alessandria) 2007 CC Fiumara Genova ING Real Estate 24,900 249 10,000 c.a. 5.00% 2007 CC I Petali Reggio Emilia ING Real Estate 28,500 95 3,300 n/a
2007 CC Le Masserie Ragusa TMW Pramerica 23,700 59.7 2,500 c.a. 6.50%
2007 CC Porto degli Rizziconi Credit Suisse 13,000 53 4,100 c.a. 6.50% Ulivi Asset Management 2007 CC Il Ducale Pavia IGD SIIQ SpA 16,000 40 2,500 c.a. 5.80%
2006 Carrefour Limbiate Limbiate (Monza ING (today 21,000 130 (**) 6,200 c.a. 5.50% SC (retail gallery e Brianza) CBREGI) only) 2006 Carrefour Siracusa Siracusa ING (today 13,000 70 (**) 5,400 c.a. 6.40% SC (retail gallery CBREGI) only) 2006 8 Gallery SC Turin ING (today 21,500 92.1 4,300 c.a. 6.00% CBREGI) 2006 Valdichiana FOC Foiano (Arezzo) DEGI 17,500 88.5 5,000 c.a. 6.40%
(*) Master lease with Gallerie Commerciali Italia Spa (**) Package deal of Limbiate and Siracusa
We would like to underline that the amount of available data is limited, as only a few transactions occur in a year. Furthermore, the lack of transparency characterising the Italian market further reduces the amount of any comparable information available.
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19.4 FACTORY OUTLET CENTRES Despite the cautious optimism within the Eurozone outlet market in 2011, 2012 saw a marked cooling of demand from new investors in the sector, caused in part by the uncertainty surrounding the Eurozone crisis. 2013 has commenced on a more positive note, with more entrants into the outlet market and established investors looking to expand their portfolios. There appears to be a greater weight of money chasing product, although this has yet to materialise into any transactions. The lack of centres on the market, or more precisely the prime investments that investors are seeking, has constrained investment activity.
The abrupt stalling in the European investment market in Q1 2012 stopped any chance of the increased market participation compressing yields. Before this the European market for investment in factory outlets has progressed with a number changing hands after attracting international institutional investors, with established centres commanding net initial yields of circa 7.0%.
We consider the best European centres would trade on stabilised net income at circa 6.5% but the majority would sell for 7.0%+. Despite the presence of international investors, the outlet market has become more polarised. As a result of the Eurozone crisis and the perception of the precarious economic state of some southern European countries, yield profiles began to diverge, stabilising in Q1 2013.
ESTIMATED YIELDS FOR PRIME FOCs IN EUROPE NET YIELDS France 6.75-7.00% Germany 6.50-7.00% Italy 7.00-7.50% Spain 7.25-7.50% Poland 7.00-7.50% Portugal 7.50-8.00% UK 6.00-6.50%
Between 2008-2011 there were a number of key European assets that transacted, including Castelguelfo in Italy, whose phase 1 was bought in 2008 by Neinver at a gross yield of 6.60%. Since then there has been a lack of prime quality outlets traded. Given the difficulty in obtaining retail centre consents, and the realisation that outlet centres have a real place in the hierarchy, performing well in good times and bad, we anticipate good investor demand from institutional investors and property companies based throughout Europe.
20. COMPETITION ANALYSIS
20.1 THE EXISTING COMPETITION For the purposes of this valuation, we have analysed the retail supply in the area in order to identify the main competing retail schemes of the subject Property.
The area surrounding Brescia and comprised between Bergamo and Brescia is characterised by the presence of several retail schemes, mainly consisting of shopping centres and retail parks. Some of them have substantial GLAs and are well established in their relevant catchment areas. As a consequence, the catchment areas of the schemes overlap, and it is possible that local residents normally visit more than one structure. Given the retail format of the subject Property, the main competitors of Franciacorta Outlet Village are the schemes offering a similar retail concept, aiming to create a shopping experience and to emphasize prices strategy. The traditional shopping centres
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located in the estimated catchment area, therefore, do not represent a real threat for Franciacorta. Considering this aspect, we have not identified, in the estimated catchment area (0-60 minute-drive time), any real competitor for the Property, as we have not identified any other factory outlet centre.
In any case, considering a wider catchment area (0-90 minute-drive time band), we would underline the presence of the following three factory outlet centres: Vicolungo the style outlet Village, in Vicolungo (Novara), Fidenza Village FOC, in Fidenza (Parma) and Mantova Outlet Fashion District, in Mantua.
We report hereunder a brief description of each scheme.
1. VICOLUNGO THE STYLE OUTLET VILLAGE CITY Vicolungo PROVINCE Novara YEAR OF OPENING 2004 (phase I) – 2008 (phase II) – 2010 (phase III) CAR PARKING SPACES (no.) 3,000 TOTAL GLA (sq m) 34,000 NO. OF SHOPS 132 Armani, Class Roberto Cavalli, Borbonese, Missoni, MAIN BRANDS Desigual, Elisabetta Franchi, La Martina, Pirelli, Piquadro, Gap.
Vicolungo Outlet is located at the edges of the 90 minute-drive time catchment of Franciacorta. The scheme is developed on 34,000 sq m GLA and accommodates 132 retail units. The centre has a pleasant open-air structure and, during the different phases of its development the quality of the offer has been progressively improved, with the opening of some COMMENTS upmarket brands, such as Class Roberto Cavalli, Armani, Borbonese and Missoni and the introduction of some new brands to the Italian market, such as Desigual and La Martina. As at the valuation date, Vicolungo has a very low vacancy ratio. The FOC benefits from a good location, being located along the trafficked A4 Milan – Turin motorway. Moreover, the scheme is linked to Milan by a shuttle service.
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2. FIDENZAVILLAGE FOC CITY Fidenza PROVINCE Parma 2003 (phase I) – 2005 (phase II) – 2006 (phase III) – YEAR OF OPENING 2008 (phase IV) CAR PARKING SPACES (no.) 1,300 TOTAL GLA (sq m) 29,000 NO. OF SHOPS 105 Armani, Belstaff, Blumarine, D&G, Custo, Gallo, Loro MAIN BRANDS Piana, Michael Kors, Pal Zileri, Valentino, Versace, Wolford.
This factory outlet is located about 70 minute-drive time to the south of the Property. The scheme opened to the public in four different phases (the most recent was inaugurated in 2008) and it currently accommodates 105 units. The centre has a pleasant and well-designed open-air structure and it is characterized by high quality offer, with the presence of several haute-couture and luxury goods retailers. The offer of the scheme is very appealing and it has a strong COMMENTS attractiveness on its catchment area and on the areas surrounding Milan. The scheme, moreover, is located along the A1 Milan – Bologna motorway, from which it benefits from a very good visibility. The A1 is one of the most trafficked motorways in Italy. Fidenza’s offer has a higher quality compared to Franciacorta’s and, therefore, we are of the opinion that the centre target and mainly attract customers different from those who normally shop at Franciacorta.
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3. MANTOVA OUTLET FASHION DISTRICT CITY Bagnolo San Vito PROVINCE Mantova YEAR OF OPENING 2003 (phase I) – 2007 (phase II) CAR PARKING SPACES (no.) 2,500 TOTAL GLA (sq m) 33,000 NO. OF SHOPS 106 Class Roberto Cavalli, Elisabetta Franchi, Manila Grace, MAIN BRANDS Liu-Jo, Pollini, Timberland.
This Fashion District factory outlet centre is located in the municipality of Bagnolo San Vito (Mantua), approximately 70 minutes drive time from Franciacorta Oulet Village. The centre has been developed in two different phases, opened to the public in 2003 and in 2007. To date, it accommodates 106 units. The tenant mix of the centre is very similar to Franciacorta’s, with COMMENTS the presence of few up-market retailers (Liu Jo, Pollini, Baldinini), along with a number of medium-market operators (Bottega Verde, Motivi, Energie, Miss Sixty or Stefanel). The scheme has a weaker location compared to Franciacorta (A22 motorway, along which the FOC is located, is a secondary motorway compared to A4) and has some vacant units.
20.2 THE PIPELINE Regarding the future retail supply which is expected to be developed in the catchment area estimated for the subject Property, we would like to point out the project of Scalo Milano factory outlet centre (indicated as A in the map below). This new factory outlet centre is expected to be developed over the next years in the proximity of Milan, about 100 km to the south-west of the subject Property. According to the information available, the project will involve the requalification of a former industrial area and the centre should be developed in two phases. The first phase, which is expected to be completed by 2015 (to coincide with the Milan Expo) will comprise 200 retail units, over a GLA of about 40,000 sq m. With the second phase, 100 more retail units will be added and the scheme will reach a total GLA of about 60,000 sq m. Considering its vicinity to Milan (about 17 km to the south of the city), the new centre could have an impact on the western portion of Franciacorta’s estimated catchment area, especially on Milan and its surrounding areas. Therefore, the new scheme should be monitored in its development.
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We report here below an image of the future scheme.
The following Map highlights the location of the schemes described above.
1
3
2
21. MARKET RENT Our opinion of Market Rent (MR) reflects the existing tenancies and merchandising mix and is exclusive of service charges contributions.
We would like to underline that in our assessment of market rental values, we have carried out a unit-by-unit analysis and we have taken into account the performance registered by each tenants and the relevant effort rates. Moreover, we have also considered the rental values achieved by the most recent leases signed in the scheme.
Our opinion of Market Rent is intended to be the headline rent. This excludes rent for temporary lettings (precari).
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Subject to the contents of this Valuation Report, and based on values current as of 17 July 2013, it is our opinion that the annual Market Rent of the Property, may be fairly assessed at:
€11,878,000 (Eleven million eight hundred seventy-eight thousand Euro) per year
The composition of this total forms part of Attachment IV.
Taken overall, the annual gross Market Rent of the Property is 1.4% lower than the Expected Headline Rent (€11,745,168).
We would like to bring to your attention that rental values in retail schemes (including factory outlet centres) vary considerably, depending on the age of the scheme, its layout, its performance, and location. Moreover, rents also vary depending on the size of the unit, the length of the lease, and the negotiation power of the tenant. Furthermore, for factory outlet centres, we would comment that there is a ‘two-tier’ market: (i) prime centres with a high quality offer, characterised by a good provision of haute-couture and luxury goods retailers and (ii) medium-market centres, whose offer is characterised by the presence of few up-market retailers and a wider presence of national and international brands normally found in shopping centres. Considering its merchandising mix, Franciacorta Outlet Village may be considered as a scheme belonging to the second category.
The average rent and turnover of the Property are in line with those of similar schemes belonging to Category ii.
22. VALUATION METHODOLOGY AND RATIONALE
22.1 METHODOLOGY The Property is multi-let with different types of contracts and with differing termination dates and MGR indexation regimes.
We have arrived at our valuation by using two complementary approaches, namely by reference to the initial yield profile, and by constructing a DCF over a 10 year holding period. We acknowledge that the DCF approach involves the selection of a large number of subjective inputs in addition to the estimates for Market Rent; these include the assumptions for rental growth, the exit rate and the discount rate. Our preference is to place higher importance to the initial yield selection, using the DCF analysis as support.
The main DCF inputs which we have adopted are summarised below.
22.2 INFLATION We have assumed a constant inflation rate of 2.0% p.a.
22.3 REVENUE
GROSS MINIMUM GUARANTEED RENT The gross Expected Minimum Guaranteed Rent in Year 1 of the cash flow (18 July 2013 to 17 July 2014) is €11,920,503. The amount takes into account the leases in place, the stepped rents agreed, and indexation. It also includes our estimate of market rent for the units whose leases will expire in 2013, where we have applied our estimated market rent for the period from the lease expiry until the end of the year. The amount includes the leases in place and the MGR agreed in the head of terms signed and in the preliminary contracts signed on Units G3 – Coveri and B3 – Excelsa. Finally, the amount also includes our estimate of market rent for the vacant units, which we have considered to re-let in January 2014.
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TURNOVER RENT In addition to the minimum guaranteed rent, in our DCF, we have also taken into account the turnover rent, as per the information provided to us by the Borrower.
For our cash flow projections, we have assumed an annual amount of Turnover Rent equal to 4.0% of the Gross Minimum Guaranteed Rent.
TEMPORARY LETTINGS INCOME We have also taken into account the temporary lettings income, as per the information provided to us by the Borrower.
We have assumed a temporary lettings income for 2013 equal to €60,000. For our cash flow projections, we have assumed this amount will increase annually in line with inflation. This means that, for Year 1 of the cash flow (July 2013 to July 2014), the amount taken into account is equal to €60,600.
RENTAL INDEXATION We have assumed a CPI rate equal to our inflation rate, and adopted the rent indexation clauses as indicated in the lease contracts in place. For the units currently vacant, we have assumed indexation at 100% of the inflation rate. For the business leases whose rent is indexed annually considering a minimum ISTAT index equal to 2.5%, at reversion we have assumed an indexation equal to 100% of the inflation rate.
RENTAL GROWTH AND REVERSIONS We have calculated the reversionary income by reference to our estimates for current market rental values, increased by 2.0% p.a. for rental growth. Therefore, in terms of real rental growth, we have assumed no growth above inflation over the period of the cash flow.
We have assumed that all units will revert to our estimate of market rent at the termination of the current lease, whether in the case of a lease renewal or re-letting. For the two units with a legal procedure underway (Units D3 – Le Full and G4 – Datch), we have taken into account 4 months to re-let the units once they will be vacated by the current tenants.
GENERAL VACANCY AND COLLECTION LOSS To deal with the risk of void periods at lease expiry, of rental arrears and of the rent-free and reduced-rent periods at lease renewals, and based on the arrears analysis reported in Paragraph 18.3, we have made an allowance, over the period of the cash flow, of 1.00% of total potential gross revenue for general vacancy and of 1.00% of total potential gross revenue for collection loss.
22.4 OPERATING EXPENSES The total operating expenses we have estimated represent on average approximately 7% of the total annual revenues. These costs include the following:
IMU PROPERTY TAX According to the data provided, we have considered an IMU Municipal Tax equal to €266,700 per annum.
INSURANCE According to the information provided, we have allowed costs for landlord’s insurance costs, equal to €62,000 per annum.
For the cash-flow projections, we have assumed to increase Property Tax/IMU and Insurance costs in line with inflation at 2.0%.
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PROPERTY MANAGEMENT FEES We have assumed a non recoverable property management and rent collection expense of 2.0% on the effective gross revenue.
MANAGEMENT FEE ON TURNOVER RENT We have assumed management fee on turnover rent equal to 5.00% of the gross annual receivable turnover rent.
MANAGEMENT FEE ON TEMPORARY LETTINGS INCOME We have assumed management fee on temporary lettings income equal to 15.00% of the gross annual receivable income.
SERVICE CHARGES NOT RECOVERABLE FROM THE ASSUMED VACANT UNITS They have been estimated at €140 per sq m of GLA per annum.
LEASE REGISTRATION TAX We have assumed 0.50% of the annual minimum guaranteed rent of property lease contracts, in line with market norms.
CAPITAL RESERVES We have allowed an annual provision of 2.0% of the total annual market rent for capital reserves.
22.5 LEASING AND CAPITAL COSTS These costs include the following:
LEASING COMMISSIONS We have allowed 10% on the market rent, to take into account the agency fees required to re-let the units at lease expiry. This takes into account both renewals and new lettings.
CAPITAL EXPENDITURES According to the information provided to us by the Borrower, we have not taken into account any capital expenditure over the period of the cash flow.
ACQUISITION COSTS We have assumed a buyer will make allowance for acquisition costs at 5.00% of Market Value (Bersani transfer tax at 4.0% and legal, agency fees at 1.0%).
22.6 EXIT YIELD AND DISCOUNT RATE The terminal value is based on the forecast gross revenue in year 11 capitalised at a net exit yield of 8.00%. The result has then been reduced to reflect the selling costs (at 0.50%).
We have applied a discount rate of 10.50%, to reflect the specific features of the subject property and the market conditions as at the date of valuation.
This figure reflects our judgement for (i) the rate necessary to provide the investor with a risk free return and (ii) an appropriate risk premium. The product is measured against the rate applicable to a “prime” well performing, conventional centre with a proven track record.
22.7 RESULTING DISCOUNTED CASH FLOW This is provided under Attachment V of this report.
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23. VALUATION CERTAINTY Where uncertainty could have a material effect on an opinion of value, the Red Book requires a valuer to draw attention to this, indicating the cause of the uncertainty and the degree to which this is reflected in the valuation reported.
As mentioned at above, there is scant evidence of similar transactions in Italy that have been agreed and completed within the last 15 months. For the above reasons we have to register that our opinion requires a greater degree of judgment than is usual in more active and stable market conditions.
24. MARKET VALUE Subject to the contents of this Report we consider that the Market Value of the Property (net of purchaser’s costs), as at the valuation date may fairly be estimated at:
€133,100,000 (One hundred thirty-three million one hundred thousand Euro)
The above Market Value assumes the sale of a direct interest in the property. Accordingly we have made an allowance for the purchaser’s liability for transfer tax (assumed at 4%) following the Bersani Visco law in 2006. In addition we have assumed a buyer will make allowance for acquisition costs at 1.0% of Market Value.
In reality, as you are aware, normal Italian market practice is to transfer the ownership of retail centres by selling the SPV that owns the asset. For that reason investment yields are analyzed on the basis of the value allocated to the asset for the purpose of establishing the price for the shares. That asset value then becomes part of a wider transaction which typically has regard to other issues, such as any inherent liability for gains tax within the company, the nature of any representations and warranties, adjustments for cash or liabilities, obligations towards staff and so on.
The primary advantage of this method of transfer is that all the approvals, licenses, and contracts which benefit the owning SPV remain undisturbed. For this reason it has been the preferred and conventional basis for such disposals. An additional benefit is that the SPV transfer does not attract the transfer tax which would be applicable to an asset sale (at 4%).
The above figure could fairly be increased to arrive at the Market Value attributable to the asset in the context of a sale of the owning Company as this method of transfer would not attract the 4% Transfer Tax mentioned above. On this basis the figure could be adjusted to €138.4 million but as you will appreciate this would then form part of a wider computation to determine the price of the shares of the SPV holding the asset.
25. VALUATION CONSIDERATIONS AND FINAL COMMENTS Our conclusion for the valuation of this investment takes account of the following:
STRENGHTS
The location is good, as the Property is located between the cities of Brescia (about 10 km to the south-east) and Bergamo (about 45 km to the north-west), and is in the proximity of the A4 Turin – Venice motorway, with the exits ‘Ospitaletto’ (coming from Turin) and ‘Brescia Ovest’ (coming from Venice) situated, respectively, only 7.5 km and 9 km away from the retail scheme. The A4 motorway is one of the most trafficked motorways in Italy.
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The location provides a fair catchment population (about 3.7 million inhabitants in 0-60 minute- drive time), appropriate for the size of the factory outlet centre. The region is wealthy overall, showing good levels of per capita spending power and disposable income, both higher than the national average. According to the latest ISTAT data available, in 2012, Lombardy registered a monthly consumption equal to €2,866, ranking second among the Italian regions.
Thanks to its location, the Property may also benefit from the tourist flows visiting the tourist destinations located in the Franciacorta region (hosting some of the most renowned wine producers in Italy) and in the proximity of the Iseo and Garda Lakes.
We have not identified, in the 0-60 minute-drive time catchment area, any other factory outlet centre.
The outlet centre is well established in its catchment area, as it has been operating since 2003, when the first phase opened to the public.
The scheme has the typical characteristics of a factory outlet centre, with a pleasant open-air structure developed along a promenade. Overall, the layout allows good circulation and the centre does not have any ‘cold’ areas, suffering from poorer pedestrian flow or visibility. The stronger retailers have been strategically positioned along the promenade, in order to balance the pedestrian flow over the whole retail scheme.
The scheme has a pleasant design and is in a very good state of maintenance and repair. In some points of the promenade there are porticos and suspended canopies, protecting the sidewalk below and the entrances to the retail units. In many points of the second phase area, covering structures have been realized along the streets in order to create a covered promenade, making visits to the centre more comfortable during rainy, cold or hot days.
The scheme is served by 3,000 car parking spaces, providing a ratio of 1 space per 10.8 sq m GLA, which seems very good for this type of retail scheme.
The factory outlet centre offers a diversified and complete merchandising mix, with a predominance of the Fashion, shoes & accessories sector, which is typical for this kind of retail scheme. The offer of Bars & Restaurant activities is quite good and the presence of the food court in the central piazza generates a high pedestrian flow, particularly during lunch times.
According to the latest letting situation, about 89% of the let GLA is occupied by units that have been directly opened and are directly managed by the mother companies of the relevant brands. Only 11% of the let GLA is managed under franchising agreements and is occupied by franchisees.
As at the valuation date, the Property has 7 vacant units, representing about 2.5% of the total GLA.
The average passing rent is in line with the rental level expected from a centre of this type and quality. This rental level has been confirmed also by the most recent lettings signed in the Property.
The average turnover registered by the Property is indicative of a good performance, as it is broadly in line with the turnover expected from a centre of this type. Franciacorta sales have remained resilient through periods of weak private consumptions spending.
The average effort rate (rent-to-sales ratio) recorded by the centre in 2012 is equal to 10.4%, which is indicative of a good performance. In particular, 35 tenants have effort rates lower than 10%, while only 8 tenants have critical situations, with effort rates higher than 20%.
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33 tenants paid a turnover rent in 2012. In the last years, the number of tenants paying the turnover rent was even higher.
The service charges (including the marketing costs) per sq m GLA are in line with the level expected for a factory outlet centre of this size and quality. About 47% of the total costs is represented by marketing and promotional costs. For factory outlet centres, the marketing activity is very important and, usually, a substantial cost item. The costs budgeted for the marketing and promotional activity of Franciacorta appears appropriate for the size of the centre.
According to the latest letting situation, lease contracts corresponding to about 26% of the let GLA and of the expected headline rent will expire over the next three years (2013 – 2015).
The amount budgeted for the temporary lettings income, and the amount reached in the past years, appear very good compared to what is normally expected from a factory outlet centre. The open-air structure of the Property, in fact, limits the availability of display areas suitable for temporary lettings.
Based on the information provided, in 2012, 1,486,547 vehicles accessed the car park, approximately -0.8% compared to the previous year, with 1,499,136 vehicles. 2011, on the other hand, had registered a positive overall trend, with +10.0% on 2010. By applying a coefficient of 2.5 to each vehicle accessing the car park, the people visiting the centre can be estimated in 3,716,368 visitors in 2012. This appears as a good result.
WEAKNESSESS
The Property is not visible from the motorway.
Considering the scheme’s retail formula, the haute-couture and luxury goods retailers may be considered as the anchor units. With reference to this aspect, it should be noted that the presence of this kind of brands is limited to a few brands (e.g. Pollini, Baldinini). Wider is the presence of national and international brands normally found in shopping centres (e.g. Alcott, Motivi, Fiorella Rubino, Guess, CK, Stefanel, Benetton, etc.).
The store signs are not very visible and the location of the various stores is not as clear along the promenade. To mend this situation, smaller signs could be placed outside the units, perpendicular to the façades.
Based on the information provided by the Borrower, we understand that a number of tenants have rental arrears and that legal procedures to recover the arrears and to regain possession of the units are currently underway, especially with tenants whose stores networks are generally showing a decreasing performance.
8 tenants have critical situations, with effort rates higher than 20%. On one of them (Datch – Unit G4) a bankruptcy procedure is currently underway and the Landlord has started a legal procedure to rescind the lease contract and to regain possession of the unit.
According to the turnover figures provided to us for 2013, some tenants registered, in the first six months of the year (January – June), steep drops in turnover, compared to the same period of 2012.
In 2012 the turnover rent was reached by a more restricted number of tenants, compared to the previous years. The amount paid in 2013 (and referred to the turnover registered in 2012) is approximately 19% lower compared to 2011 and 23% lower compared to 2010.
In general, factory outlet centres are considered more risky compared to more traditional retail schemes. This aspect reduces the number of potential investors and affects the yield level.
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Attachments that form part of this report:
ATTACHMENT I LOCATION MAPS ATTACHMENT II PHOTOGRAPHS ATTACHMENT III TENANCY SCHEDULE PROVIDED ATTACHMENT IV RENT ROLL ATTACHMENT V CALCULATIONS ATTACHMENT VI GENERAL VALUATION PRINCIPLES AND PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS ATTACHMENT VII INSTRUCTION AND CONFIRMATION LETTER ATTACHMENT VIII TEMPLATE RELIANCE LETTER
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ATTACHMENT I
LOCATION MAPS
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
FRANCIACORTA OUTLET VILLAGE, RODENGO SAIANO (BRESCIA), ITALY General Location
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
FRANCIACORTA OUTLET VILLAGE, RODENGO SAIANO (BRESCIA), ITALY Detailed Location and Aerial View
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
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ATTACHMENT II
PHOTOGRAPHS
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Franciacorta Outlet Village Rodengo Saiano (Brescia), Italy
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Franciacorta Outlet Village Rodengo Saiano (Brescia), Italy
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Franciacorta Outlet Village Rodengo Saiano (Brescia), Italy
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Franciacorta Outlet Village Rodengo Saiano (Brescia), Italy
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Franciacorta Outlet Village Rodengo Saiano (Brescia), Italy
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
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ATTACHMENT III
TENANCY SCHEDULE PROVIDED
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Service MGR rent indexation % on Break Charges Service Charge service charge Guarantee Phase Units Company Brand Dealer G.L.A. Duration Lease Start Expiry Date s.q.m. MGR By contract 2013 Step Rent MGR % Capital Contribution Guarantee Type Dead line Notes review % turnover Clauses /s.q.m. 2013 review Amount 2013 coefficient 2013 Service Charge Indexation bank guarantee FASE 1 01.01 La Gardenia Beauty SpA La Gardenia DIRECT 303,27 6 yrs 20/06/2008 19/06/2014€ 359,62 € 109.062,67 01/01/2014 2,5% 10% € 145,86 € 44.235,19 01/01/2013 5,00%€ 47.870,25 05/12/2014 Temporarily on n.131.800 hold
bank guarantee FASE 1 01.02 Gaudì Trade SpA Gaudì DIRECT 138,28 8 yrs 20/12/2012 19/12/2020€ 430,00 € 59.460,40 01/01/2014 ind istat 9% € 160,00 € 22.124,80 01/01/2014 ind istat€ 35.793,54 30/06/2021 n.7038201
Service Charge bank guarantee FASE 1 01.03 Parah S.p.A. Parah DIRECT 129,34 10 yrs 22/07/2003 21/07/2013€ 496,68 € 64.240,82 01/01/2014 2,5% 8% € 177,29 € 22.931,29 Indexation 01/01/2013 5,00%€ 12.449,00 19/12/2013 Temporarily on n.91426 hold 73.275,40 from 21/03/12- At the end of 36th months from opening date, tenant shall have FASE 1 01.04 Malloni S.p.A. Ixos DIRECT 192,83 8 yrs 22/03/2012 21/03/2020€ 380,00 € 73.275,40 31/12/12 01/01/215 ind istat 9% the right to withdraw from agreement, if te turnover rent of 12 € 153,60 € 29.618,69 01/01/2014 ind istat€ 38.566,00 Encashed bank cheque cash deposit 73.275,40 or 80% 9% on turnover previous months will be lower than 3000 gpm/GLA (With 6 of 2012 on yearly basis from months notice) At the end of 36th contractual months for the following 45th days bank guarantee FASE 1 01.05 Picada 3 S.r.l. John Barrit DIRECT 256,89 8 yrs 04/04/2012 03/04/2020€ 389,50 € 100.058,66 01/01/2014 2,5% 9% (18/05/2015) tenant shall have the right to withdraw from € 143,50 € 36.863,72 01/01/2014 2,50%€ 59.059,91 01/10/2020 agreement, one time tight, if te turnover rent of 12 previous n.460011450636 months will be lower than 2 750 €/GLA (With 6 months notice) 10% until 22/07/2009 Only one time at the end of 3rd year withdrawal right if turnover bank guarantee FASE 1 01.06 Cris Conf. S.r.l. Pinko DIRECT 210,04 8 yrs 23/07/2009 22/07/2017€ 503,44 € 105.741,82 01/01/2014 2,5% € 218,79 € 45.954,89 01/01/2014 5,00%€ 47.574,06 22/01/2018 9% from 23/07/2009 under € 2500,00/GFA/yr (6 months notice) n.8394/8200/01024805
Service Charge Casa Italiana Srl La Casa at the end of 36° month withdrawal right if turnover under € bank guarantee FASE 1 02.01 DIRECT 240,74 8 yrs 15/08/2009 14/08/2017€ 377,86 € 90.965,87 01/01/2014 2,5% 8% € 150,49 € 36.229,26 Indexation 01/01/2013 5,00%€ 40.925,00 14/02/2018 (ex BP Venture Srl) Italiana 500000,00yr (6 months notice) Temporarily on n.03126/8200/462598 hold Service Charge FASE 1 02.02 Golden Lady S.p.A. Golden Lady DIRECT 219,1 8 yrs 22/07/2009 21/07/2017€ 466,77 € 102.268,75 01/01/2014 2,5% 10% € 210,69 € 46.161,69 Indexation 01/01/2013 5,00%€ 46.011,00 bank guarantee 21/01/2018 Temporarily on hold at the end of 36° month withdrawal right if turnover under € FASE 1 2.03-2.04 Miroglio Fashion srl From DIRECT 402,65 8 yrs 10/09/2009 09/09/2017€ 281,97 € 113.536,14 01/01/2014 ind istat 9% € 137,79 € 55.481,94 01/01/2014 ind istat€ 62.634,62 bank guarantee 09/03/2018 1400,00/00/gla/yrgla/yr ((66 months notice)notice)
FASE 1 02.05 TBN SRL Corso Roma DIRECT 203,63 8 yrs 15/10/2010 14/10/2018€ 422,71 € 86.075,87 01/01/2014 ind istat 8% € 158,52 € 32.278,45 01/01/2014 ind istat € 60.000,00 € 48.871,20 Insurence guarantee 30/04/2019
75.000 from18/09/12-171/09/13 At the end of 36th month, from commencement date, if the until 17/09/2013 Twin Set Simona Barbieri 9% unitil € 600.000 FASE 1 02.06 Twin-set DIRECT 219,15 8 yrs 18/09/2012 17/09/2020€ 342,23 € 75.000,00 From 18/09/2012 the MGr 01/01/2014 ind istat turnover, during the previous 12 months will be lower than 3.000 € 100,39 € 22.000,47 € 25000,64 from ind istat€ 43.375,00 bank cheque Registry tax Srl previous year updated istat or 10% up to €600.000 SPL/MQ tenant shall have, One time tight, the right to withdraw 18/09/2013 80% 9% or 10% on turnover of from agreement with registered letter (6 months notice) Istat from Service Charge At the end of 54th month tenant shall have the right to withdraw FASE 1 02.07 Carillo outlet srl Artigli DIRECT 240,74 8 yrs 11/12/2010 10/12/2018€ 430,61 € 103.664,40 01/01/2014 2,5% 11% € 136,50 € 32.861,01 Indexation 01/01/2013 5,00%€ 42.129,00 bank guarantee 11/06/2018 from agreement with six months notice by registered letter Temporarily on hold until 31/12/2013: at the end of 7th year only one time if the turnover, during the until 31/12/2013 Guess until 31/12/2013 FASE 1 3.01-3.02 Perpetua Srl INDIRECT 511,34 10 yrs 01/12/2009 30/11/2019€ 269,49 € 137.801,02 01/01/2015 2,5% 7% from € 0 to € 1ml previous 12 months will be lower than € 3200/mq gla tenant shall € 115,93 € 59.279,65 € 66474,20 from 5,00%€ 104.313,00 bank guarantee 31/05/2020 Denim € 173855,60 from 01/01/2014 8% from € 1 to € 2 ml have the right to withdraw from agreement 1/1/2014 9% up to 2 ml Istat from Lease start At the end of the 36° month from the opening date, if the turnover until 24/10/13 FASE 1 03.03 Tucano Urbano S.r.l. Tucano Urbano DIRECT 134,84 8 Yrs 25/10/2012 24/10/2020€ 415,31 € 56.000,00 01/01/2015 ind istat 9% of the 12 previous months is lower than 350.000 € the tenant has € 160,00 € 21.574,40 01/01/2014 ind istat€ 36.300,00 bank guarantee 31/10/2021 Rent and service 60000,00 from 25/10/13 the right to terminate the contract giving notice by registered letter charge start to be sent no later than 30 days since the 36° month from at the end of 4th year only one time if the turnover, during the Robe FASE 1 3.04-3.05 BasicOutlet srl DIRECT 423,52 10 yrs 01/06/2010 31/05/2020€ 317,83 € 134.605,82 01/01/2014 ind istat 8% previous 12 months will be lower than € 1900/mq gla tenant shall € 128,58 € 54.454,29 01/01/2014 ind istat€ 75.000,00 bank guarantee 01/06/2020 di Kappa have the right to withdraw from agreement by registered letterwith 6 months notice Service Charge Tailor FASE 1 03.06 Bimadue s.r.l. DIRECT 210,15 8 yrs 12/09/2010 11/09/2018€ 401,17 € 84.306,01 01/01/2014 2,5% 10% € 159,44 € 33.507,16 Indexation 01/01/2013 3,00%€ 38.877,75 bank guarantee 11/03/2019 Marked Temporarily on hold 7% from € 0 to € 1ml End of Lease Only during June 2013 withdrawal right by registeer letter (six FASE 1 03.07 Bencom s.r.l. Playlife DIRECT 217,74 02/12/2003 30/06/2014€ 356,94 € 77.719,34 01/01/2014 ind istat 8% from € 1 to € 1,6 ml € 126,92 € 27.634,82 01/01/2014 3,00%€ 27.217,00 bank guarantee 31/12/2014 30/06/14 months notice) 9% up to 1,6 ml
After the 12th contractual month if the turnover will be lower than FASE 1 04.01 WPH Srl Carpisa INDIRECT 221,2 8 yrs 30/04/2010 29/04/2018€ 444,54 € 98.332,35 01/01/2014 2,5% 10% 3000,00 in 12 sussequents months€/sqm/gla tenant shall have € 173,64 € 38.410,00 01/01/2014 5,00%€ 54.415,20 bank guarantee 29/10/2018 the right to withdraw from agreement
Service Charge at the end of 3th year only one time tight if the turnover, during the Indexation FASE 1 04.02 Lanificio Angelico srl Angelico DIRECT 213,69 8 yrs 15/03/2010 14/03/2018€ 433,70 € 92.676,93 01/01/2014 2,5% 8% previous 12 months will be lower than € 2500/mq gla tenant shall € 154,35 € 32.983,05 01/01/2013 5,00%€ 51.285,60 bank guarantee 11/09/2018 Temporarily on have the right to withdraw from agreement hold
FASE 1 04.03 Slam S.p.A. Slam DIRECT 236,33 8 yrs 29/09/2009 28/09/2017€ 350,36 € 82.801,23 01/01/2014 ind istat 10% € 161,83 € 38.244,93 01/01/2014 ind istat€ 46.135,40 bank guarantee 29/09/2017
30/09/2010 FASE 1 04.04 PRATO IN SRL HFN DIRECT 182,46 8 yrs 17/12/2010 16/12/2018€ 380,81 € 69.482,23 01/01/2014 2,5% 8% € 137,51 € 25.090,80 01/01/2014 2,50%€ 60.000,00 Encashed bank cheque cash deposit
10% from €0 to € 1,2 ml Service Charge At the end of 72° contractual months tenant shall have the right to FASE 1 04.05 Puma Italia srl Puma DIRECT 480,00 10 yrs 13/05/2004 12/05/2014€ 440,52 € 211.449,64 01/01/2014 2,5% 9% from € 1,2ml to € 1,92 € 153,15 € 73.513,82 Indexation 01/01/2013 5,00%€ 84.000,00 bank guarantee 29/10/2014 withdraw from agreement. (6 months notice by registered letter) 8% ml Temporarily on up to €192 hold Starting from 1 april 2015 until the end of the contract, tenant shall Italian FASE 1 05.01 Kasalinghi Italia Srl DIRECT 294,76 8 yrs 01/04/2012 31/03/2020€ 347,27 € 102.361,05 01/01/2014 ind istat 10,00% have the right to withdraw from agreement if the turnover rent of € 143,36 € 42.256,38 01/01/2014 ind istat€ 40.317,99 bank guarantee 30/09/2020 Home Factory 12 previous months will be lower than 2500 Sqm/GLA
FASE 1 05.02 130,26
Service Charge 2 months of free rent, the Indexation FASE 1 05.03 O.D.C Srl Loomier DIRECT 210,3 8 yrs 16/10/2010 15/10/2018€ 359,39 € 75.579,44 payment of rent will start from 01/01/2014 2,5% 8% € 140,71 € 29.591,75 01/01/2013 5,00%€ 42.869,79 bank guarantee 30/11/2018 Temporarily on 16/01/2011 hold Lease start At the end of the 48° month from the opening date, if the turnover FASE 1 05.04 WITOR'S S.r.l. Witor's DIRECT 209,9 8 yrs 25/10/2012 24/10/2020€ 360,00 € 75.564,00 01/01/2014 ind istat 8% of the 12 previous months is lower than 3000 € per square meter, € 150,00 € 31.485,00 01/01/2014 ind istat€ 45.716,22 bank guarantee 31/05/2021 Rent and service the tenant has the right to terminate the contract giving notice by charge start registered letter to be sent no later than 30 days since the 48° Service Charge At the end of 36° month withdrawal right if turnover under € FASE 1 05.05 Pompea S.p.A. Pompea DIRECT 206,63 6 yrs 22/07/2009 21/07/2015€ 505,66 € 104.485,52 01/01/2014 2,5% 10% € 173,64 € 35.880,01 Indexation 01/01/2013 5,00%€ 40.499,00 bank guarantee 23/01/2016 2500,00/GFA/yr (6 months notice) Temporarily on hold at the end of the 36° contractual month one time tight, tenant shall FASE 1 05.06 Essenza Outlet di Epis P. Essenza DIRECT 206,4 8 yrs 28/08/2010 27/08/2018€ 406,59 € 83.920,56 01/01/2014 2,5% 10% have the right to witdraw from agreement if the turnover cashed 12 € 185,22 € 38.229,41 01/01/2014 5,00%€ 38.000,00 bank guarantee 31/12/2018 previous months will be lower than 2500 mq/yrl/gla
At the end of 36 ° month from 1 September 2009 tenant shall have FASE 1 05.07 Asics Italia S.p.A. Asics DIRECT 553,31 8 yrs 01/09/2009 31/08/2017€ 314,65 € 174.097,82 01/01/2014 2,5% 8% the right to withdraw from agreement (with 6 months notice by € 140,41 € 77.690,27 01/01/2014 ind istat€ 96.342,00 bank guarantee 28/02/2018 registered letter)
For one time tight only at the end of 24th months from starting € 54208,00 from 29/03/2013- Trophee Outlet Division date, tenant shall have the right to withdraw from agreement, with FASE 1 6.01a David Mayer DIRECT 135,52 8 yrs 29/03/2013 28/03/2021€ 400,00 € 54.208,00 31/12/2014 01/01/2017 istat 9% € 160,00 € 21.683,20 01/01/2014 ind.istat€ 51.653,45 Cheque S.r.l. six months notice if the turnover of 12 previous month will be lower €56918,40 from 01/01/2015 than 3500,00 mq/gla yrl
FASE 1 6.01b 92,58 € -
At the end of 36° contractual month tenant shall have the right to Del Mare FASE 1 6.02/03 Del Mare 1911 Srl DIRECT 300,14 8 yrs 20/09/2009 19/09/2017€ 422,86 € 126.915,86 01/01/2014 2,5% 9% withdraw if turnover will be lower than EURO 3000/GFA/yr (6 € 179,43 € 53.854,68 01/01/2014 5,00%€ 70.232,76 bank guarantee 31/03/2018 1911 months notice)
8% 1° year Service Charge C'è FASE 1 6.04a Vincenzo Zucchi SpA DIRECT 190,5 8 yrs 21/10/2009 21/10/2017€ 406,59 € 77.455,75 01/01/2014 2,5% 9% 2° year € 183,02 € 34.864,36 Indexation 01/01/2013 5,00%€ 42.862,50 bank guarantee 23/01/2018 Bassetti 10% from 3° year Temporarily on hold Bar Ristorante Crystal Bar Fix 2,5% 8% 1° year FASE 1 6.04b DIRECT 119,52 8yrs 01/01/2011 31/12/2018 € 448,31 € 53.581,88 01/01/2014 € 170,27 € 20.351,25 01/01/2014 Fix 2,5%€ 30.600,00 bank guarantee 30/06/2019 Palace di Nevola Claudio Coffea 9% from 2° year
Garmen Srl At the end of 4th contractual year, one time tight, tenant shall Service Charge €7833,20 Untill 31/03/2013 FASE 1 06.05 (HOT SIGNED WITH Bagutta INDIRECT 206,14 8yrs 01/04/2011 31/03/2019€ 380,00 € 78.333,20 01/01/2015 ind istat 8% have the right to withdraw from agreement, if the turnover rent will € 147,00 € 30.302,58 Indexation 01/01/2013 5,00% € 49.473,60 bank guarantee 30/09/2019 €82456 Starting from 01/04/2013 GEOX) be lower than 4000,00 gla/sqm/yrl (by registered letter with six Temporarily on months notice ) hold Service Charge not delivered Conte of At the end of 36° month right to withdraw if turnover will be lower FASE 1 06.06 Conte of Florence S.p.A. DIRECT 234,71 8 yrs 12/09/2009 11/09/2017€ 433,70 € 101.793,26 01/01/2014 2,5% 12,5% € 198,45 € 46.578,20 Indexation 01/01/2013 5,00%€ - Expired the new one, Florence than € 500000/GFA/yr (6 months notice) Temporarily on sent reminder hold Only starting from the 3rd contractual year, tenant shall have the 9% 1/2/3 year FASE 1 07.01 B.B.B. SpA Boggi DIRECT 287,92 8 yrs 29/09/2006 28/09/2014€ 344,59 € 99.214,19 01/01/2014 ind istat right to withdraw from agreement, if the turnover rent will be lower € 113,82 € 32.771,36 01/01/2014 ind istat€ 25.000,00 bank guarantee 31/05/2015 10% from 4° year than 2400,00 gla/sqm/yrl. 10% from € 0 to € FASE 1 07.02 Micys Company S.p.A. Pupa Outlet DIRECT 110,69 10 YRS 10/10/2009 09/10/2019€ 487,81 € 53.995,79 01/01/2014 ind istat 9% 499.999,99 € 190,50 € 21.086,85 01/01/2014 3,00%€ 30.085,60 bank guarantee 09/09/2019 from € 500.000 to € 8% 539 999 99 Service MGR rent indexation % on Break Charges Service Charge service charge Guarantee Phase Units Company Brand Dealer G.L.A. Duration Lease Start Expiry Date s.q.m. MGR By contract 2013 Step Rent MGR % Capital Contribution Guarantee Type Dead line Notes review % turnover Clauses /s.q.m. 2013 review Amount 2013 coefficient 2013 9% from € 0 to € 1ml At the end of 48th contractual month, , if the turnover, during the FASE 1 07.03 Bencom Srl Sisley DIRECT 172,2 8 22/07/2011 21/07/2019€ 405,15 € 69.766,18 01/01/2014 ind istat 10% from € 1ml to € 1,6ml previous 12 months will be lower than 1.700,00€ yearly/sqm, the € 158,67 € 27.322,97 01/01/2014 2,50%€ 39.942,00 bank guarantee 21/01/2020 11% up to €1,6ml tenant shall have the right to withdraw from agreement, with 6 months notice Service Charge After the first three years , only one time tight, right to withdraw if BANK TRANSFER FASE 1 07.04 Te.co S.r.l. Glenfield DIRECT 183,43 8 yrs 01/10/2010 31/08/2017€ 407,86 € 74.812,91 01/01/2014 2,5% 10% € 176,40 € 32.357,05 Indexation 01/01/2013 5,00%€ 34.484,84 28/02/2018 turnover rent will be lower than euro 400.000,00(6 months notice) Temporarily on DEPOSIT hold At the end of the 8th year of the commencement date, tenant shall Service Charge Triumph International Rome FASE 1 07.05 Triumph DIRECT 181,1 8 yrs 22/07/2009 21/07/2017€ 459,72 € 83.255,27 01/01/2014 2,5% 10% have the right to withdraw from agreement, one time tight, if the € 167,86 € 30.398,65 Indexation 01/01/2013 5,00%€ 46.071,84 bank guarantee 22/01/2018 S.p.A. turnover will be lower than 3000,00 sqm/gla/yrl. Temporarily on hold Service Charge Bottega FASE 1 07.06 Alleix Srl DIRECT 198,13 8 yrs 01/03/2010 28/02/2018€ 498,75 € 98.817,88 01/01/2014 2,5% 11,5% € 181,91 € 36.042,32 Indexation 01/01/2013 5,00%€ 68.354,85 bank guarantee 01/08/2018 Verde Temporarily on hold Docksteps FASE 1 07.07 Zeis excelsa Spa DIRECT 223,29 8 yrs 22/10/2009 21/10/2017€ 412,01 € 91.998,41 01/01/2014 2,5% 10% € 132,28 € 29.536,33 01/01/2014 2,50%€ 33.940,08 bank guarantee 21/04/2018
HOT SIGNED WITH FASE 1 08.01 219,46 BALDININI
€39000 Until10/2/11 Starting from 11 February 2013, the tenant shall have the right to Kathy FASE 1 08.02 Safti Srl DIRECT 109,1 8 yrs 12/02/2010 11/02/2018€ 403,99 € 44.075,00 € 41000 Until10/02/12 01/01/2014 2,5% 10,00% withdraw from agreement if the turnover encashed the previous 12 € 139,99 € 15.272,92 01/01/2014 ind istat€ 25.800,00 bank guarantee 11/08/2018 Van Zeeland €43000 Until 11/2/18 months will be lower than 300.000. (with six months notice by registered letter) LEASE START 7% from €0 to€ 1ml At the end of the fourth year, one time tight, the tenant shall have Fix 2,5% FASE 1 08.03 KIKO SRL Kiko DIRECT 207,17 8 yrs 23/03/10 22/03/2018 € 389,86 € 80.766,80 01/01/2014 8% from € 1ml to € 1,5 ml the right to withdraw from agreement if the turnover encashed in € 142,05 € 29.429,43 01/01/2014 Fix 3%€ 45.000,00 bank guarantee 22/09/2018 (commencement 9% up to € 1,5 ml the previous 12 month will be lower than € 500.000,00 (with six date 23/01/10) months notice) LEASE START 105555,2 from 05/04/12-29/11/13 05/04/2013 105555,20 from 30/11/13- FASE 1 08.04 Givueffe S.r.l. Brooks Brothers INDIRECT 329,86 8 yrs 29/11/2020€ 320,00 € 105.555,20 01/01/2016 ind istat 8% € 150,00 € 49.479,00 01/01/2014 ind istat€ 150.000,00 € 42.573,89 bank guarantee 29/05/2021 (commencement 29/11/14 date 30/11/2012 115.451,00from, 30/11/14- 29/11/20 11/12/2010 At the end of the 36° month from 11/12/2012 if the turnover of the FASE 1 09.01 Newport Spa GANT INDIRECT 219,58 2 yrs Renewal 10/12/2018€ 300,00 € 65.874,00 01/01/2014 ind istat 7% 12 previous months is lower than 3500 € per square meter, the € 130,00 € 28.545,40 01/01/2014 ind istat€ 39.853,77 bank guarantee 10/06/2019 11/12/12 tenant has the right to terminate the contract giving notice by registered letter to be sent no later than 30 days since the 32° Lease Start: 27/01/12 FASE 1 09.02 Frette Srl socio unico Frette DIRECT 247,32 8 yrs 06/12/2011 01/01/2005 € 333,58 € 82.500,57 01/01/2014 75% ind.istat 10% € 169,25 € 41.857,93 01/01/2014 2,50%€ 23.940,57 Encashed bank cheque CASH Renewal: DEPOSIT 05/12/2019 04/03/10 Tommy At the end of 5th year, only one time, withdrawal right if turnover FASE 1 09.03 Hilfiger Stores S.r.l. DIRECT 322,28 10 yrs (commencement 03/03/2020 € 340,00 € 109.575,20 €105.707,84 from 01/03/11 until 01/03/2013 ind istat 8% € 143,32 € 46.190,78 01/01/2014 5,00% € 100.000,00 € 65.745,12 bank guarantee 31/05/2020 Hilfiger date) 28/02/12 under € 3200,00/GFA/yr (6 months notice) 15/04/10 €109 575 20 from 28/02/12 LEASE START € 37688,40From 23/11/12- At the end of the 36° month from the opening date, if the turnover FASE 1 09.04 Outlets & Co. S.r.l. ADD DIRECT 104,69 8 yrs 23/11/12 21/11/2020€ 359,81 € 37.668,40 21/11/13 01/01/2016 ind istat 9% of the 12 previous months is lower than 2500 € per square meter, € 153,60 € 16.080,38 01/01/2014 ind istat€ 25.334,98 bank guarantee 13/05/2021 (commencement €39782,20 from 22/11/13 the tenant has the right to terminate the contract giving notice by date 22/11/12) 21/11/14 registered letter to be sent no later than 30 days since the 32° at the end of 3° year, only one time,right to withdraw if turnover Service Charge FASE 1 09.05 Billionaire italian couture srl Billionaire DIRECT 276,72 8 yrs 19/11/2009 18/11/2017€ 357,80 € 99.010,65 01/01/2014 2,5% 10% rent will € 165,38 € 45.762,57 Indexation 01/01/2013 5,00%€ 54.790,00 bank guarantee 24/05/2018 be lower than euro3200/mq gla(6 months notice) Temporarily on hold 110000 from 08/03/2012- At the end of 36th contractual months, one time tight, from FASE 1 09.06 Ramef S.r.l. Nervesa DIRECT 316,86 8 yrs 08/03/2012 07/03/2020€ 362,94 € 115.000,00 31/12/2012 01/01/2015 2,5% 10% opening day, if the turnover rent, during previous 12 months will € 145,57 € 46.125,00 01/01/2014 2,50%€ 59.500,00 bank guarantee 08/09/2020 115000 from 01/01/2013- be lower than 3.000 sqm/slp the tenant shall have the right to 31/12/2013 withdraw from agreement + 6 months notice
FASE 1 09.07 Casa Lagostina Srl Home & Cook DIRECT 191,08 8 yrs 28/04/2011 27/04/2019€ 359,30 € 68.655,26 01/01/2014 ind istat 9% € 148,58 € 28.391,13 01/01/2014 ind istat€ 32.486,60 bank guarantee 27/10/2019
Nike premium 3,5% on At the end of 6th contractual year, with six monhs notice by not previewed FASE 1 10.01-10.02NIKE Retail B.V. Factory DIRECT 906,42 12 yrs 26/07/2003 22/07/2015€ 285,73 € 258.990,57 01/01/2014 ind istat 3,50% turnover registered letter, tenant shall have the right to withdraw from € 91,82 € 83.229,99 01/01/2014 5,00%€ - not oreviewed by contract Store above € 5ml agremeent (max contribution €
FASE 1 10.03 De santis srl Delight DIRECT 80,55 8 yrs 05/12/2011 05/12/2019€ 461,25 € 37.153,69 01/01/2014 2,5% 8% € 164,00 € 13.210,20 01/01/2014 2,50%€ 18.123,00 bank guarantee 31/05/2020
Ottica FASE 1 10.04 Avanzi Holding Srl DIRECT 136,66 8 yrs 12/09/2009 11/09/2017€ 389,24 € 53.194,08 01/01/2014 2,5% 8% € 185,22 € 25.312,05 01/01/2014 5,00%€ 24.530,47 bank guarantee 11/03/2018 Avanzi
Service Charge I Giochi FASE 1 10.05 Malù Giochi Srl DIRECT 219,69 8 yrs 11/09/2009 10/09/2017€ 400,09 € 87.894,98 01/01/2014 2,5% 9% € 173,65 € 38.148,95 Indexation 01/01/2013 5,00%€ 47.453,04 bank guarantee 31/03/2018 di Malù Temporarily on hold At the end of 36th month, if the turnover, during the previous 12 Service Charge FASE 1 10.06 Quattroci srl Bagatt DIRECT 211,89 8 yrs 20/10/2009 19/10/2017€ 455,97 € 96.615,75 01/01/2014 2,5% 12% months will be lower than 2000€/sqm/yrl/gla, the tenant shall have € 178,50 € 37.822,37 Indexation 01/01/2013 5,00%€ 55.176,15 bank guarantee 19/04/2018 the right to withdraw from agreement Temporarily on hold Starting from 12° At the end of the 36° month ,one time tight, tenant shall have the Starting from 12° FASE 1 11.01 Capri S.r.l. Alcott DIRECT 424,3 8 yrs 02/07/2011 01/07/2019 € 337,92 € 143.379,46 contractual ind istat 9% right to witdraw from agreement if the turnover cashed 12 previous € 130,00 € 55.159,00 contractual ind istat€ 84.011,40 bank guarantee 14/10/2019 months months will be lower than € 2000 mq/yrl/gla months From 07/06/2011-06/06/2012 Service Charge FASE 1 11.02 L'Officina della moda Srl Esercito Italiano DIRECT 211,6 8 yrs 07/06/2011 06/06/2019€ 340,00 € 71.944,00 € 71.944,00From 07/06/2012- From 07/06/2014 2,5% 8,5% € 147,00 € 31.105,20 Indexation 01/01/2013 5,00%€ 46.340,40 bank guarantee 06/12/2019 06/06/2013 Temporarily on € 77 234 00From 07/06/2013- hold €65313,90 until 12/04/12 Service Charge FASE 1 11.03 Cotonella S.p.A. Cotonella DIRECT 210,69 8 yrs 13/04/2011 12/04/2019€ 325,00 € 68.474,25 €68474,25 from 13/04/2012- 01/01/2015 2,5% 9% € 140,00 € 29.496,60 Indexation 01/01/2013 5,00%€ 42.980,76 bank guarantee 22/08/2019 12/04/13 Temporarily on €71634 60 from 13/04/2013 hold Service Charge Richard headed richard FASE 1 11.04 Negozi Richard Ginori S.r.l. DIRECT 163,88 8 yrs 11/09/2009 10/09/2017€ 390,33 € 63.966,99 01/01/2014 2,5% 10% € 173,26 € 28.394,26 Indexation 01/01/2013 3,00%€ 29.498,40 bank guarantee 24/10/2017 Ginori Temporarily on ginori store srl hold 8 yrs FASE 1 11.05 Compar srl Bata DIRECT 326,27 30/09/2010 28/09/2018€ 414,25 € 135.158,40 01/01/2014 ind istat 9% € 158,52 € 51.718,75 01/01/2014 ind istat€ 76.738,70 bank guarantee 29/08/2019 until 29/09/2018
Levi's 7% from € 0 to € 1,4 ml At the end of 36° months, with six months notice by registered FASE 1 11.06 L'Innominato S.p.A. Dockstep INDIRECT 412,71 10 yrs 23/07/2003 22/07/2013€ 298,98 € 123.390,96 01/01/2014 2,5% 8% from € 1,4 ml to € 2,4 letter, tenant shall have the right to withdraw from agreement if the € 130,51 € 53.861,03 01/01/2014 3,00%€ 41.200,00 bank guarantee 22/07/2013 Factory 9% ml turnover rent will be lower than 1.000.000 Store up to €24ml
FASE 1 12.01 Next opening Fornarina DIRECT 250,82 € 370,00 € 92.803,40 € 160,00 € 40.131,20
LEASE START FASE 1 12.02 Harmont & Blaine S.p.A. Harmont & Blaine Man DIRECT 308,5 8 years 07/06/2013 05/12/2020€ 340,00 € 104.890,00 01/01/2015 ind istat 8% € 160,00 € 49.360,00 01/01/2014 ind istat€ 42.305,63 bank guarantee 23/05/2021 (commencement date 06/12/12) atat th thee en endd o off 36° mon monthth on onlyly one ti timeme w withdrawalithdrawal r rightight if t turnoverurnover Service Charge FASE 1 12.03 Basic Outlet S.r.l. Superga DIRECT 432,29 8 yrs 05/09/2009 04/09/2017€ 254,80 € 110.149,01 01/01/2014 2,5% 8,5% under € 2.800,00/mq SLP € 180,71 € 78.117,99 Indexation 01/01/2013 3,00% (6 months notice) Temporarily on 28/01/2014 hold Service Charge € 30.393,00 Bank Guarantee Revolving at the end of 36° month only one time withdrawal right if turnover Indexation Expiry FASE 1 12.04 Basic Outlet S.r.l. k-way DIRECT Basic Outlet S.r.l. 8 yrs 05/09/2009 04/09/2017 #VALUE! € 44.732,29 01/01/2014 2,5% 8,5% under € 2.800,00/mq SLP #VALUE! € 31.724,26 01/01/2013 3,00% Temporarily on (6 months notice) hold 100000 from 4/7/11-3/7/11 At the end of 3th year, if the turnover, during the previous year will Service Charge FASE 1 12.05 Skecher Usa Italia srl Skecher DIRECT 308 8 yrs 04/07/2010 03/07/2018 € 376,62 € 116.000,00 108.000 from 4/7/11-3/7/12 01/01/2014 ind istat 8% be lower than 2000€/sqm/yrl/gla, the tenant shall have the right to € 159,44 € 49.108,75 Indexation 01/01/2013 3,00% € 50.000,00€ 58.000,00 bank guarantee 31/12/2018 116000 4/7/12-3/7/13 withdraw from agreement, with 6 months notice. Temporarily on From 4/7/13 hold Service Charge La Compagnia delle Pelli La Compagnia FASE 1 12.06 DIRECT 205,17 5 yrs 22/07/2009 21/07/2014€ 477,88 € 98.046,85 01/01/2014 2,5% 10% € 173,64 € 35.626,49 Indexation 01/01/2013 5,00%€ 38.000,00 bank guarantee 23/07/2009 Already valid Spa delle Pelli Temporarily on hold Service Charge FASE 1 13.01 Hot Fun Fashion S.r.l. Maui INDIRECT 169,24 8 yrs 28/05/2009 27/05/2017€ 380,67 € 64.423,79 01/01/2014 ind istat 9% € 156,28 € 26.449,16 Indexation 01/01/2013 5,00%€ 35.540,40 bank guarantee 07/11/2017 Temporarily on hold New MGR from 29/09/2012: the 6% from € 0 to € 1,4 ml Only at the end of the 48th only one time tight tenant shall hae the FASE 1 13.02 Warnaco Italy Srl Calvin Klein DIRECT 423,22 10 yrs 29/09/02010 28/09/2020€ 475,19 € 201.111,58 higer than Mgr Previous year, or 01/01/2014 2,5% 7% from € 1,4 ml to € 2,4 right to withdraw form agreement with six months notice by € 126,93 € 53.717,55 01/01/2014 3,00% € 84.644,00 bank guarantee 28/09/2020 80% on turnover rent 8% ml registered letter, if the turnover rent encashed 12 previous months up to €24ml will be lower than 1 200 000 00€
FASE 1 13.03 Desiree Retail srl Désirée DIRECT 195,48 8 yrs 03/03/2011 02/03/2019€ 528,90 € 103.389,37 01/01/2014 2,5% 9% € 141,76 € 27.710,42 01/01/2014 2,50%€ 58.644,00 bank guarantee 30/09/2019
at the end of 36° month only one time withdrawal right if turnover Service Charge FASE 1 13.04 Errebi Spa Botticelli DIRECT 171,34 8 yrs 06/03/2010 05/03/2018€ 390,33 € 66.878,83 01/01/2014 2,5% 10% under € 450.000,00 € 165,38 € 28.335,35 Indexation 01/01/2013 5,00%€ 37.009,44 bank guarantee 05/09/2018 (6 months notice) Temporarily on hold Only at the 3rd contractual year withdrawal right FASE 1 21.01 a/b Tomato srl Benetton Outlet INDIRECT 533,88 8 yrs 01/10/2007 31/12/2015€ 481,62 € 257.125,33 01/01/2014 2,5% 9% € 207,71 € 110.894,79 01/01/2014 5,00%€ 132.000,00 bank guarantee 31/12/2015 if turnover under € 1.500.000 (6 months notice)
bank Banca di Valle Camonica Banca di Starting from the 01/09/2006 the tenant shall have the right to FASE 1 21.02 DIRECT 81,57 6+6 yrs 01/09/2003 31/08/2015€ 423,19 € 34.519,49 01/09/2011 75% ind.istat € 94,76 € 7.729,57 01/01/2015 75% Istat€ - guarantee not SpA Valle Camonica withdraw from agreement with six months notice previewed in the contract Service MGR rent indexation % on Break Charges Service Charge service charge Guarantee Phase Units Company Brand Dealer G.L.A. Duration Lease Start Expiry Date s.q.m. MGR By contract 2013 Step Rent MGR % Capital Contribution Guarantee Type Dead line Notes review % turnover Clauses /s.q.m. 2013 review Amount 2013 coefficient 2013
Ristornate Payment turnoverent FASE 1 C-01b Gifet Srl DIRECT 587 8+5 yrs 10/12/2010 09/12/2023€ 144,02 € 84.541,44 01/01/2014 ind istat 7% € 12,60 € 7.397,38 01/01/2014 ind istat€ 40.000,00 bank guarantee 09/12/2011 Revolving Il Cascinale 31/07 and 28/02
Only at the 3rd, 6th and 9th contractual year withdrawal right FASE 1 C-01a Autogrill SpA Autogrill DIRECT 656,52 12 yrs 01/05/2005 30/04/2017€ 243,46 € 159.838,18 01/01/2014 75% ind.istat 5% 10,72 € 7.035,51 01/01/2014 5,00%€ - not delivered (3 months notice)
Mcdonald's Development 12 yrs FASE 1 C-02 Mc Donalds DIRECT 473,46 12/09/2003 11/09/2015€ 194,83 € 92.242,43 01/01/2014 2,5% 4% € 81,91 € 38.783,21 01/01/2014 5,00%€ 36.500,00 bank guarantee 21/03/2016 Italy Inc. + 6 yrs After the 6th contractual year withdrawal right (12 months notice)
Gelateria FASE 1 C-03 SLURP S.r.l. DIRECT 85,94 10 yrs 23/07/2003 22/07/2013€ 360,28 € 30.962,04 01/01/2014 2,5% 7% € 142,16 € 12.217,05 01/01/2014 5,00%€ 12.000,00 bank guarantee 23/01/2014 Cascina Vecchia
C04a At the end of 48th contractual month, , if the turnover, during the FASE 1 C04b TREDI S.r.l. Illy Caffè INDIRECT 138,34 8 yrs 26/10/2011 25/10/2019€ 430,50 € 59.555,37 01/01/2014 2,5% 8% previous 12 months will be lower than 1.700,00€ yearly/sqm, the € 143,50 € 19.851,79 01/01/2014 2,50%€ 34.861,68 bank guarantee 25/04/2020 C04c tenant shall have the right to withdraw from agreement, with 6 months notice 10% from € 0 to € 350.000 FASE 1 SERRA ST SPA LINDT DIRECT 304 8 yrs 07/12/2010 06/12/2018€ 317,03 € 96.377,24 01/01/2014 ind istat € 126,94 € 38.588,54 01/01/2014 2,50%€ 54.720,00 Encashed bank cheque 9% from € 350.000to 500 000 €18.000 from 2nd year, only upon At the end of 3th year, if the turnover, during the previous year will FASE 1 21.03 GAME STOP ITALY Srl Gamestop DIRECT 50 8 yrs 30/11/2010 29/11/2018€ 317,34 € 15.867,00 the completion of the Franciaocrta 01/01/2014 2,5% 3% be lower than 450.000€ encashed in the 12 previous months, the € 165,38 € 8.268,75 01/01/2014 5,00%€ 10.800,00 bank guarantee 29/05/2019 Outlet Village phase 3 tenant shall have the right to withdraw from agreement, with 6 months notice At the end of the 36t contractual months if the turnover rent wil be FASE 2 A1 Guy Sand Spa McKenzy DIRECT 223,71 8 years 14/10/2012 13/10/2020€ 371,74 € 83.161,96 01/01/2014 ind istat 9% lower than 2000,00 yr/gla/sqm, the tenant, one time tight, shall € 150,00 € 33.556,50 01/01/2014 ind istat€ 41.580,98 bank gurantee 13/04/2021 have the right to to withdraw from agreement with registered letter with six months notice
FASE 2 A2 Malloy Distribution Srl Malloy INDIRECT 224,23 8 years 05/04/2007 04/04/2015€ 356,78 € 80.000,32 01/01/2014 1,5% 9% € 155,53 € 34.874,09 01/01/2014 3,00% € 25.000,00 € 17.938,00 bank guarantee 05/10/2015
FASE 2 A3 Feni Srl Feni Uomo 229,22 8 years 30/11/2012 29/11/2020€ 388,97 € 89.160,37 01/01/2015 ind istat 9% € 160,00 € 36.675,20 01/01/2014 ind istat € 13.829,02 Bank Cheque DIRECT Lease Agreement: FASE 2 A4 New York Uno Srl St.Diego/A-Style DIRECT 236,66 6 years 08/12/2006 07/12/2020€ 333,46 € 78.916,70 01/01/2014 ind istat 10% € 144,50 € 34.197,23 01/01/2014 ind istat € 23.666,00 bank guarantee 08/05/2013 Renewal: 08/12/2012
FASE 2 B1 Bialetti Store Srl Bialetti 210,44 8 years 31/07/2009 30/07/2017€ 400,09 € 84.194,18 01/01/2014 2,5% 10% € 194,48 € 40.926,58 01/01/2014 5,00%€ 25.252,80 bank guarantee 28/07/2017 DIRECT
FASE 2 B2 Concept Group Srl Napapjiri INDIRECT 206,73 8 years 01/03/2011 28/02/2019€ 415,00 € 85.792,95 01/01/2015 2,5% 8% € 165,37 € 34.187,97 01/01/2014 5,00% € 50.000,00 € 42.896,47 bank guarantee 01/09/2019
Si Stileitaly Srl 9% 1st year FASE 2 B3 HOT SIGNED WITH Rcr/Calp 208,79 6 years 30/11/2006 29/11/2012€ 368,89 € 77.020,82 01/01/2014 ind istat € 165,92 € 34.641,73 5,00% € 18.000,00 € 35.574,00 executed 10% from 2nd year VICEVERSA DIRECT
At the end of 3rd year, once time tight, tenant shall have the right FASE 2 B4 Super Rifle Spa Rifle DIRECT 205,94 8 years 10/06/2007 09/06/2015€ 358,91 € 73.914,54 01/01/2014 ind istat 8% € 174,21 € 35.877,31 01/01/2014 5,00%€ 33.980,10 bank guarantee 25/11/2015 to withdraw if the turnover will be lower than €2000/gfa/yr.
Lease At the end of the 36t contractual months if the turnover rent wil be FASE 2 B5 Bormioli Rocco S.p.A. Bormioli DIRECT 190,06 6 years agreement: 29/11/2018€ 415,00 € 78.874,90 01/01/2014 ind istat 10% lower than 3000,00 yr/gla/sqm, the tenant, one time tight, shall € 160,00 € 30.409,60 01/01/2014 ind istat€ 47.719,31 bank guarantee 01/02/2019 30/11/2006 have the right to to withdraw from agreement with registered letter Renewal: with six months notice At the end of the 36t contractual months if the turnover rent wil be FASE 2 B6 Romano spa Meltin Pot DIRECT 130,3 8 years 18/06/2010 17/06/2018€ 430,74 € 56.125,24 01/01/2014 ind istat 9% lower than 3000,00 yr/gla/sqm, the tenant, one time tight, shall € 164,22 € 21.398,28 01/01/2014 3,00% € 20.000,00 € 31.272,00 bank guarantee 18/12/2018 have the right to to withdraw from agreement with registered letter with six months notice
FASE 2 C1 BT Home Srl Borgo Tessile 188,54 6 years 30/11/2012 29/11/2020€ 376,13 € 70.914,69 01/01/2014 ind istat 10% € 136,58 € 25.751,01 01/01/2014 ind istat € 31.152,00 bank guarantee 30/05/2013 DIRECT €70.000 from 13/08/09- At the end of 3rd year tenant shall have the right to withdraw if the Service Charge cheque FASE 2 C2 Stefanel Spa Stefanel DIRECT 170,18 8 years 12/08/2009 11/08/2017€ 453,31 € 77.144,06 12/08/2010 01/01/2014 1,5% 10% turnover will be lower than € 3000/gfa/yr(encashed previous 12 € 173,64 € 29.550,69 Indexation 01/01/2013 5,00%€ 42.000,00 cash deposit deposited €73000 from 13/08/2011 months).) Temporarily on 31/07/2010 hldhold €32000 from 01/06/2011 FASE 2 C3 Papiro Tre Srl C'art INDIRECT 87,77 8 years 01/06/2011 31/05/2019€ 432,95 € 38.000,00 €38000 from 01/06/2012 0101/2014 2,5% 9% € 171,44 € 15.047,08 01/01/2014 2,50%€ 26.400,00 bank guarantee 30/11/2019 €44000 from 01/06/2013 During the 3rd and the 6th year with a six months notice, the FASE 2 C4 Iccab Srl Marina militare kids DIRECT 97,77 10 years 23/10/2008 22/10/2018€ 466,77 € 45.635,86 01/01/2014 2,5% 9% tenant shall have the right to withdraw from agreement , if the € 164,09 € 16.043,41 01/01/2013 5,00%€ 24.638,04 bank guarantee 23/10/2019 turnover rent enchased the previous 12 months will be lower than 3000 00 yr/Sqm/Gla Service Charge FASE 2 C5 Specchio Ottocento di Bassi Luxe Lodge INDIRECT 114,59 8 years 04/07/2009 03/07/2017€ 455,65 € 52.213,39 01/01/2014 2,5% 9% € 167,86 € 19.234,58 Indexation 01/01/2013 5,00%€ 56.378,00 bank guarantee 04/07/2017 Temporarily on hold Vallesi Spa FASE 2 C6 Modus Beauty Store DIRECT 194,73 6 years 30/06/2007 29/06/2013€ 366,75 € 71.416,42 01/01/2014 2,5% 9% € 187,61 € 36.533,96 01/01/2014 5,00%€ 38.556,54 bank guarantee 30/06/2013 (ex beauty ventures srl)
Lease start €45.000,00until 09/12/2010 FASE 2 C7 Gold Retail Srl Bottega Del Sarto 126,71 8 years 19/12/2009 18/12/2017€ 404,47 € 51.250,00 from 10/12/2010 to 09/12/2011 01/01/2014 2,5% 9% € 173,64 € 22.002,40 01/01/2014 5,00%€ 50.000,00 bank guarantee 19/06/2018 Rent start €50.000,00from 10/12/2011 DIRECT 10/12/2009 At the end of third contractual year, tenant shall have the right to Service Charge FASE 2 C8 Ivy Oxford CO Srl Ivy Oxford DIRECT 161,48 6 years 22/12/2007 21/12/2013€ 379,49 € 61.279,36 01/01/2014 2,5% 9% withdraw from agreement if the turnover rent will be lower than € 170,17 € 27.479,19 Indexation 01/01/2013 5,00% € 10.000,00 € 67.821,60 bank guarantee 04/06/2014 2500 mq/slp. (Registered letter, six months notice). Temporarily on hold Service Charge Manifattura di Vladuggia FASE 2 C9 Lanificio di Tollegno 161,48 6 years 15/09/2007 14/09/2013€ 398,70 € 64.381,63 01/01/2014 2,5% 10% € 182,33 € 29.441,99 Indexation 01/01/2013 5,00%€ 28.259,00 bank guarantee 15/03/2014 SpA Temporarily on DIRECT hold Service Charge FASE 2 C10 Immobiliare Tre Emme Srl L'Arcolaio INDIRECT 161,48 6 years 15/09/2007 14/09/2013€ 398,70 € 64.381,63 01/01/2014 2,5% 10% € 182,33 € 29.442,00 Indexation 01/01/2013 5,00%€ 28.259,00 bank guarantee 15/03/2014 Temporarily on hold Service Charge Until 11/03/11 at the end of 2nd year, one time tight , withdraw right if turnover FASE 2 C11 Mds 25 Srl Gattinoni 147,51 8 yrs 12/03/2010 11/03/2018€ 379,25 € 55.943,17 01/01/2014 2,5% 8% € 176,40 € 26.020,76 Indexation 01/01/2013 5,00%€ 32.747,00 bank guarantee 13/09/2018 € 54.578,70 from 12/03/11 rent under €2000 yr/sqm/GLA (6 months notice) Temporarily on DIRECT hold Lease FASE 2 C12 Elle Srl Living DeLonghi DIRECT 250 8 years agreement: 29/11/2020€ 300,00 € 75.000,00 01/01/2014 ind istat 7% € 120,00 € 30.000,00 01/01/2014 ind istat€ 45.375,00 bank guarantee 30/05/2021 30/11/2006 Renewal:
FASE2 D1 82,17
FASE 2 D25 51,69
HOT SIGNED WITH FASE 2 D2 106,85 DOCKSTEPS JR
Service Charge executed bank FASE 2 D3 Finalba store srl Le Full INDIRECT 120,56 6 years 16/05/2007 15/05/2013€ 409,06 € 49.316,69 01/01/2014 2,5% 10% € 191,44 € 23.080,27 Indexation 01/01/2013 5,00%€ 21.098,00 bank guarantee 17/11/2013 Temporarily on guarantee hold
FASE 2 D4 Fenicia Spa Camicissima DIRECT 129,65 8 years 30/11/2012 29/11/2020€ 422,31 € 54.752,94 01/01/2015 ind istat 9% € 160,00 € 20.744,00 01/01/2014 ind istat€ 8.491,52 bak cheque 25/05/2013
Lease FASE 2 D5 Pablito Bar Srl Pablito Bar 141,63 8 years start30/11/2006 29/11/2020€ 330,00 € 46.737,90 01/01/2014 ind istat 8% € 160,00 € 22.660,80 01/01/2014 2,50% € 42.000,00 € 28.276,42 bank guarantee 29/01/2021 Renewal DIRECT 30/11/2012
FASE 2 D6 Next opening L'Oreal 127,07 01/06/2013€ 400,00 € 50.828,00 € 150,00 € 19.060,50
30/11/2006 The tenant has the right to terminate this agreement, sending by FASE 2 D7 Leale Srl 7 Camicie 129,01 8 years Renewal 29/11/2020€ 456,13 € 58.845,33 01/01/2014 ind istat 10% registered letter,one time tight, at the end of the 36th an the end of € 170,00 € 21.931,70 01/01/2014 ind istat€ 35.601,42 bank guarantee 29/11/2020 30/11/2012 the 66th months of the contract, if the turnover in the preceding DIRECT 12 months is lower than 2 500 00 sqm/yrl 1st/2nd year FASE 2 D8 Man Project Srl Enrico Coveri/Pierre Cardin INDIRECT 134,21 6 years 30/11/2009 29/11/2012€ 399,09 € 53.561,92 01/01/2014 2,5% 10%9% € 191,44 € 25.693,46 5,00%€ 46.974,00 bank guarantee 02/06/2013 from 3rd year
8% from 0 to € 1ml FASE 2 D9 Cinti Srl Cinti Calzature 119,9 6 years 30/11/2006 29/11/2012€ 391,39 € 46.927,19 01/01/2014 2,5% € 165,92 € 19.893,40 5,00% € 43.000,00 € 11.091,00 bank guarantee 30/05/2013 9% up to € 1ml DIRECT Service MGR rent indexation % on Break Charges Service Charge service charge Guarantee Phase Units Company Brand Dealer G.L.A. Duration Lease Start Expiry Date s.q.m. MGR By contract 2013 Step Rent MGR % Capital Contribution Guarantee Type Dead line Notes review % turnover Clauses /s.q.m. 2013 review Amount 2013 coefficient 2013 Service Charge FASE 2 D10 Retail ShopSrl Caporiccio INDIRECT 113,97 9 years 30/11/2006 29/11/2015€ 420,75 € 47.952,73 01/01/2014 2,5% 10% € 191,44 € 21.818,67 Indexation 01/01/2013 5,00% € 8.000,00 € 20.515,00 bank guarantee 30/05/2016 Temporarily on hold executed bank FASE 2 D11 R.C.B. S.p.A. Colours e Beauty INDIRECT 105 8 years 01/04/2012 31/03/2020€ 438,86 € 46.080,00 01/01/2014 ind istat 11% € 146,29 € 15.360,31 01/01/2014 ind istat€ 27.225,00 bank guarantee 01/01/2020 guarantee
€ 26076,44From 20/12/12 to FASE 2 D12 Veneziani & co Srl Outly DIRECT 65,19 8 yrs 20/12/2012 19/12/2020€ 400,01 € 26.076,44 19/12/13 01/01/2016 ind istat 8% € 160,00 € 10.430,40 01/01/2014 ind istat BANK CHEQUE € 26727,90 From 20/12/13 to 19/12/14 The tenant has the right to terminate this agreement, sending by Fabbrica d'armi Pietro FASE 2 D13 Beretta 107,92 6 years 01/06/2010 31/05/2016€ 390,33 € 42.124,22 01/01/2014 2,5% 9% registered letter,one time tight, at the end of the second year of the € 161,05 € 17.380,94 01/01/2014 2,00% € 25.000,00 € 23.310,72 bank guarantee 01/06/2016 Beretta spa contract, if the turnover in the preceding 12 months is lower than DIRECT 550 000 00 Service Charge Consorzio i sapori del Consorzio prodotti alimentari FASE 2 D14 DIRECT 90,13 6+6 years 01/10/2010 30/09/2022€ 496,95 € 44.790,03 01/01/2014 75% ind.istat € 151,70 € 13.673,08 Indexation 01/01/2013 5,00%€ 16.944,44 bank guarantee 31/03/2017 territorio Valle Camonica Temporarily on hold Stoppini di Polo Paolo FASE 2 D15 Stoppini 87,12 8 years 09/12/2012 08/12/2020€ 460,00 € 40.075,20 01/01/2014 ind istat 9% € 150,00 € 13.068,00 01/01/2014 ind istat BANK CHEQUE Gianluca & c SAS DIRECT
HOT SIGNED WITH FASE 2 D16 104,95 € - BAGUTTA
FASE 2 D17 A.G.B. Company S.r.l. Harmont & Blaine Junior 112,29 8 years 31/01/2012 30/01/2020€ 409,60 € 45.993,98 01/01/2014 ind istat 8% € 163,84 € 18.397,59 01/01/2014 ind istat€ 27.174,18 banK guarantee DIRECT
FASE 2 D18 C.A.F. Ascom Brescia Srl Goods DIRECT 117,02 3 years 01/01/2010 31/12/2012€ 399,41 € 46.738,94 01/01/2014 75% ind.istat € 47,10 € 5.511,64 5,00%€ 12.500,00 bank cheque
SiChService Charge FASE 2 D19 Start Srl Motorstore 125,92 8 YEARS 18/07/2009 17/07/2017€ 444,54 € 55.976,53 01/01/2014 2,5% 8% € 173,64 € 21.865,22 Indexation 01/01/2013 5,00%€ 30.220,80 bank guarantee 18/07/2017 Temporarily on DIRECT hold
FASE 2 D20 Related Srl Nucleo/ Campagnolo INDIRECT 128,08 8 years 19/12/2012 18/12/2020€ 433,29 € 55.495,78 01/01/2014 ind istat 10% € 170,00 € 21.773,69 01/01/2014 ind istat€ 33.574,94 bank guarantee 18/06/2021
FASE 2 D21 Service Store S.r.l. Roncato DIRECT 127,6 8 years 30/11/2012 29/11/2020€ 407,46 € 51.991,64 01/04/2013 2,5% 8% € 184,32 € 23.519,23 01/01/2014 ind istat€ 30.678,68 bank guarantee 30/05/2021
Service Charge FASE 2 D22 Minoronzoni Srl Tosca Blu DIRECT 90,8 6 years 30/04/2007 29/04/2013€ 444,13 € 40.326,63 01/01/2014 2,5% 10% € 191,44 € 17.382,95 Indexation 01/01/2013 5,00%€ 17.252,00 bank guarantee 04/10/2013 Temporarily on hold
8% from 0 to € 700.000 FASE 2 D23 Stonefly Shops Srl Stonefly 77,34 8 years 01/07/2007 30/06/2015€ 432,52 € 33.451,11 01/01/2014 ind istat € 170,73 € 13.204,39 01/01/2014 ind istat € 17.000,00 € 14.690,60 bank guarantee 14/12/2015 9% up to € 700.000 DIRECT
Accessories Bags And FASE 2 D24 Segue DIRECT 70,64 6 years 19/05/2007 18/05/2013€ 489,43 € 34.573,16 01/01/2014 ind istat 10% € 159,35 € 11.256,45 01/01/2014 ind istat€ 15.188,00 bank guarantee 19/11/2013 Cosemtics Srl
FASE 2 E1a Concept Group Srl Timberland INDIRECT 267,08 6 years 15/05/2008 14/05/2014€ 379,49 € 101.353,05 01/01/2014 2,5% 8% € 153,15 € 40.904,31 01/01/2014 5,00% €100.000,00and 6 mon € 46.739,00 bank guarantee 14/11/2014
FASE 2 E1b Freddy Spa Freddy DIRECT 228,54 6 years 05/01/2008 04/01/2014€ 344,59 € 78.752,80 01/01/2014 ind istat 8% € 144,22 € 32.960,51 01/01/2014 ind istat € 50.000,00 € 24.377,60 bank guarantee 03/06/2014
8% 1st year Art 22.2 At the end of 48th from opening day the tenant shall have FASE 2 E2 Pollini Retail S.r.l. Pollini 220,69 8 years 26/03/2012 25/03/2020€ 373,76 € 82.485,09 2nd year:the 80% of the 8,5% the 01/01/2014 ind istat 8.5% 2nd year the right to withdraw from agreement if the turnover of 12 previous € 143,36 € 31.638,12 01/01/2014 ind istat € 30.000,00 € 48.734,00 bank guarantee 20/09/2020 turnover rent on solar year 9% 3th from months will be lower than 3000,00 sqm gla (6 months notice) DIRECT from 3nd year:the 80% of the 9% After the third contractual year, tenant shall have the right to Mangano FASE 2 E3 Gruppo Mangano Srl DIRECT 155,41 6 years 15/12/2007 14/12/2013€ 376,90 € 58.573,46 01/01/2014 ind istat 8% witdraw from agreement, if the turnover rent will be lower than € 165,92 € 25.785,11 01/01/2014 5,00%€ 32.636,10 bank guarantee 04/06/2014 Regenerate jeans 2500 mq/slp
At th thee en endd o off 6th con contractualtractual year t tenantenant s shallhall h haveave th thee r rightight t too advanced a 8% 1st year FASE 2 E4 Iccab Srl Marina Militare 289,54 8 years 01/06/2010 31/05/2018€ 387,66 € 112.244,45 01/01/2014 ind istat withdraw from agreement, with sox months notice if the turnover € 174,21 € 50.441,05 01/01/2014 5,00% € 50.000,00 € 62.540,60 bank guarantee copy by fax. 9% from 2nd year of 12 prevus month will be lower than 3000,00 mq/gla yrl Tenant DIRECT sending the At the end of 24th contractual months tenant shall have the right FASE 2 E5 Acon Retail S.r.l. Mash DIRECT 223,63 8 years 22/02/2013 21/02/2021€ 380,00 € 84.979,40 01/01/2016 ind istat 9% to withdraw from agreement, with six months notice if the turnover € 150,00 € 33.544,50 01/01/2016 ind istat€ 42.489,70 bank cheque 21/02/2021 of 12 prevus month will be lower than 2500,00 mq/gla yrl Service Charge FASE 2 E6 Inticom Spa Yamamay INDIRECT 213,56 6 years 01/07/2007 30/06/2013€ 397,37 € 84.863,12 01/01/2013 2,5% 10% € 178,68 € 38.158,78 Indexation 01/01/2013 5,00% € 15.000,00 € 36.305,00 bank guarantee 25/11/2013 Temporarily on hold 1styear FASE 2 E7 Ennepi Srl Zuiki DIRECT 205,84 6 years 28/04/2007 27/04/2013€ 432,44 € 89.013,36 01/01/2013 2,5% 9%10% € 201,01 € 41.376,79 01/01/2014 5,00%€ 38.080,00 bank guarantee 30/10/2013 from 2nd year
Lease start During the 3rd year, once time tight, tenant shall have the right to FASE 2 E8 Adidas Italy S.p.A Adidas 319,73 8 years 09/05/2009 08/05/2017€ 377,86 € 120.812,99 01/01/2014 Istat 8% withdraw from agreement, if the turnover rent encashed 12 € 170,17 € 54.408,73 01/01/2014 2,50%€ 108.708,30 Adidas AG Guarantee 15/04/2017 Opening day previous months will be lower than 2500,00 mq/slp/yrl DIRECT 29/04/2009 executed bank FASE 2 F1 Fashion Bless S.p.A De Blasio DIRECT 235,45 6 years 30/11/2006 29/11/2012€ 433,29 € 102.018,96 01/01/2013 2,5% 12% € 191,44 € 45.075,08 5,00%€ 44.735,00 bank guarantee 21/05/2013 guarantee
30/11/2006 FASE 2 F2 Miroglio Fashion Srl Motivi DIRECT 153,13 8 years Renewal 29/11/2020€ 277,89 € 42.552,87 01/01/2013 ind istat 9% € 135,00 € 21.168,69 01/01/2014 ind istat € 62.500,00 € 25.744,74 bank guarantee 31/05/2021 30/11/2012 Service Charge FASE 2 F3 Pierucci & Company Srl Acquafredda DIRECT 146,32 6 years 15/04/2007 14/04/2013€ 412,02 € 60.286,19 01/01/2014 2,5% 10% € 165,92 € 24.276,91 Indexation 01/01/2013 5,00%€ 25.606,00 bank guarantee 15/04/2013 Temporarily on hold
FASE 2 F4 Baldinini Srl Baldinini 142,58 6 years 30/11/2006 29/11/2012€ 319,27 € 45.520,91 01/01/2014 2,5% 8% € 162,61 € 23.185,44 3,00% € 70.000,00 € 19.961,00 bank guarantee 31/05/2013 DIRECT
FASE 2 F5 Temporary lease Tosca Blu 138,78 3 months 23/03/2013 22/05/2013€ - 11%
At the end of 36th months from opening date tenant shall have the Long Island di Andrea Celli FASE 2 F6 John Ashfield DIRECT 152,82 6 years 29/12/2012 28/12/2020€ 420,00 € 64.184,40 01/01/2014 ind istat 8% rightright t too w withdrawithdraw f fromrom agreemen agreementt, w withith s sixix mon monthsths no noticetice if th thee € 160,00 € 24.451,20 01/01/2014 ind istat€ 32.092,20 bank guarantee 15/07/2021 sas turnover of 12 previous months will be lower than 3000,00 mq/gla yrl 30/11/2006 FASE 2 F7 Miroglio Fashion Srl Fiorella Rubino DIRECT 166,75 8 years Renewal 29/11/2020€ 284,54 € 47.446,31 01/01/2014 ind istat 9% € 142,27 € 23.723,17 01/01/2014 ind istat € 62.500,00 € 20.843,00 bank guarantee 31/05/2021 30/11/2012 At the end of the 24° month from the starting date if the turnover FASE 2 G1 Telerie Spadari Milano Srl Gabel DIRECT 187,82 8 years 01/01/2013 31/12/2021€ 410,80 € 77.156,46 01/01/2014 ind istat 10% of the 12 previous months is lower than 500.000 € the tenant has € 160,00 € 30.051,20 01/01/2014 ind istat€ 46.679,65 bank guarantee 17/06/2021 the right to terminate the contract giving notice by registered letter to be sent no later than 30 days since the 24° month from starting 101923,20 From 23/06/2011- FASE 2 G2 Unison Srl Den Store DIRECT 318,51 8 years 23/06/2011 22/06/2019€ 350,00 € 111.478,50 22/06/2012 23/06/2013 ind istat 8% € 140,00 € 44.591,40 23/06/2012 2,50%€ 37.000,00 bank guarantee 22/06/2019 111.478,50 From 23/06/2012- 22/06/2019
FASE 2 G3 Fornari SpA Fornarina DIRECT 240,34 6 years 08/12/2006 07/12/2012€ 354,77 € 85.264,68 01/01/2014 ind istat 9% € 165,92 € 39.876,40 5,00% € 75.000,00 € 38.454,40 bank guarantee 03/06/2013
91220,40 from 06/10/12-05/10/13 Tenant shall've the right to withdraw from agreement: From 0 to 1.400.000 FASE 2 G4 Rubra S.r.l. Datch DIRECT 253,39 8 years 06/10/2012 05/10/2020€ 360,00 € 91.220,40 96288,20 from 06/10/13-05/10/14 01/01/2016 ind istat 10%9% a) one time tight at the end of 24th months if the turnover rent 12 € 147,41 € 37.352,22 01/01/2014 ind istat€ - not delivered Up to1.400.001 103889,90 from 06/10/14 previous months will be lower than 1700 mq slp b)one time tight at the end of 48th months if the turnover rent 12 Lumberjack FASE 2 G5 Emmetre Retail S.r.l. 367,36 8 years 01/12/2012 30/11/2020€ 339,88 € 124.858,32 01/01/2014 ind istat 9% € 144,50 € 53.083,76 01/01/2014 ind istat€ 75.539,28 bank guarabtee 01/06/2021 Alexander Nicolette INDIRECT GOLDMANSACHS-FRANCIACORTAFOC-REPORT-130717-05-SC-FINAL.DOCX
ATTACHMENT IV
RENT ROLL
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Client: GOLDMAN SACHS Property: FRANCIACORTA OUTLET VILLAGE Address: Rodengo Saiano (BRESCIA) Valuation Date: 17/07/2013
TENANCY SCHEDULE SECOND MGR GROSS GROSS TYPE OF LEASE LEASE START FIRST LEASE MGR TURNOVER CW MARKET CW MARKET UNIT NO. TRADING NAME SECTOR GLA ISTAT DURATION LEASE EXPIRY 31/03/2013 HEADLINE HEADLINE MR/ER (%) CONTRACT DATE EXPIRY DATE 31/03/2013 RENT RENT 2013 RENT 2013 DATE (PROVIDED) RENT RENT SQ M % €€/SQM % €€/SQM €/SQM € LET UNITS 01.01 La Gardenia Healthcare & Beauty 303 Business Lease 2,5% 6 yrs 20/06/2008 19/06/2014 19/06/2014 109.063 360 10% 109.063 360 360 109.177 0,1% 01.02 Gaudì Fashion, shoes & accessories 138 Business Lease ind istat 8 yrs 20/12/2012 19/12/2020 19/12/2020 59.460 430 9% 59.460 430 430 59.460 0,0% 01.03 Parah Fashion, shoes & accessories 129 Business Lease 2,5% 10 yrs 22/07/2003 21/07/2013 21/07/2013 64.241 497 8% 64.241 497 420 54.323 -15,4% 01.04 Ixos Fashion, shoes & accessories 193 Business Lease ind istat 8 yrs 22/03/2012 21/03/2020 21/03/2020 73.275 380 9% 77.132 400 400 77.132 0,0% 01.05 John Barrit Fashion, shoes & accessories 257 Business Lease 2,5% 8 yrs 04/04/2012 03/04/2020 03/04/2020 100.059 390 9% 100.059 390 380 97.618 -2,4% 01.06 Pinko Fashion, shoes & accessories 210 Business Lease 2,5% 8 yrs 23/07/2009 22/07/2017 22/07/2017 105.742 503 10% 9% 105.742 503 510 107.120 1,3% 02.01 La Casa Italiana Household Goods 241 Business Lease 2,5% 8 yrs 15/08/2009 14/08/2017 14/08/2017 90.966 378 8% 90.966 378 350 84.259 -7,4% 02.02 Golden Lady Fashion, shoes & accessories 219 Business Lease 2,5% 8 yrs 22/07/2009 21/07/2017 21/07/2017 102.269 467 10% 102.269 467 420 92.022 -10,0% 2.03-2.04 From Fashion, shoes & accessories 403 Business Lease ind istat 8 yrs 10/09/2009 09/09/2017 09/09/2017 113.536 282 9% 113.536 282 280 112.742 -0,7% 02.05 Corso Roma Fashion, shoes & accessories 204 Business Lease ind istat 8 yrs 15/10/2010 14/10/2018 14/10/2018 86.076 423 8% 86.076 423 430 87.561 1,7% 02.06 Twin-set Fashion, shoes & accessories 219 Business Lease ind istat 8 yrs 18/09/2012 17/09/2020 17/09/2020 75.000 342 9% 10% 75.000 342 340 74.511 -0,7% 02.07 Artigli Fashion, shoes & accessories 241 Business Lease 2,5% 8 yrs 11/12/2010 10/12/2018 10/12/2018 103.664 431 11% 103.664 431 430 103.518 -0,1% 3.01-3.02 GuessDenim Fashion, shoes & accessories 511 Business Lease ind.istat 10 yrs 19/04/2013 18/04/2023 18/04/2023 161.000 315 8% 161.000 315 315 161.072 0,0% 03.03 Tucano Urbano Other goods 135 Business Lease ind istat 8 Yrs 25/10/2012 24/10/2020 24/10/2020 56.000 415 9% 60.000 445 430 57.981 -3,4% 3.04-3.05 Robe di Kappa Fashion, shoes & accessories 424 Business Lease ind istat 10 yrs 01/06/2010 31/05/2014 31/05/2014 134.606 318 8% 134.606 318 270 114.350 -15,0% 03.06 Tailor Marked Fashion, shoes & accessories 210 Business Lease 2,5% 8 yrs 12/09/2010 11/09/2018 11/09/2018 84.306 401 10% 84.306 401 400 84.060 -0,3% 03.07 Playlife Fashion, shoes & accessories 218 Business Lease ind istat End of Lease 3 02/12/2003 30/06/2014 30/06/2014 77.719 357 7% 8% 9% 77.719 357 360 78.386 0,9% 04.01 Carpisa Fashion, shoes & accessories 221 Business Lease 2,5% 8 yrs 30/04/2010 29/04/2018 29/04/2018 98.332 445 10% 98.332 445 450 99.540 1,2% 04.02 Angelico Fashion, shoes & accessories 214 Business Lease 2,5% 8 yrs 15/03/2010 14/03/2018 14/03/2018 92.677 434 8% 92.677 434 435 92.955 0,3% 04.03 Slam Fashion, shoes & accessories 236 Business Lease ind istat 8 yrs 29/09/2009 28/09/2017 28/09/2017 82.801 350 10% 82.801 350 350 82.716 -0,1% 04.04 HFN Fashion, shoes & accessories 182 Business Lease 2,5% 8 yrs 17/12/2010 16/12/2018 16/12/2018 69.482 381 8% 69.482 381 380 69.335 -0,2% 04.05 Puma Fashion, shoes & accessories 480 Business Lease 2,5% 10 yrs 13/05/2004 12/05/2014 12/05/2014 211.450 441 10% 9% 8% 211.450 441 440 211.200 -0,1% 05.01 Italian Home Factory Household Goods 295 Business Lease ind istat 8 yrs 01/04/2012 31/03/2020 31/03/2020 102.361 347 10% 102.361 347 350 103.166 0,8% 05.02 Adidas & Reebok temporary Store Temporary Store 130 Business Lease 0,0% 6 months 16/07/2013 15/01/2014 15/01/2014 0 0 7% 0 0 420 54.709 05.03 Loomier Household Goods 210 Business Lease 2,5% 8 yrs 16/10/2010 15/10/2018 15/10/2018 75.579 359 8% 75.579 359 300 63.090 -16,5% 05.04 Witor's Other goods 210 Business Lease ind istat 8 yrs 25/10/2012 24/10/2020 24/10/2020 75.564 360 8% 75.564 360 360 75.564 0,0% 05.05 Pompea Fashion, shoes & accessories 207 Business Lease 2,5% 6 yrs 22/07/2009 21/07/2015 21/07/2015 104.486 506 10% 104.486 506 500 103.315 -1,1% 05.06 Essenza Fashion, shoes & accessories 206 Business Lease 2,5% 8 yrs 28/08/2010 27/08/2018 27/08/2018 83.921 407 10% 83.921 407 410 84.624 0,8% 05.07 Asics Fashion, shoes & accessories 553 Business Lease 2,5% 8 yrs 01/09/2009 31/08/2017 31/08/2017 174.098 315 8% 174.098 315 315 174.293 0,1% 6.01a David Mayer Fashion, shoes & accessories 136 Business Lease ind istat 8 yrs 29/03/2013 28/03/2021 28/03/2021 54.208 400 9% 56.918 420 420 56.918 0,0% 6.01b Bottega Verde Healthcare & Beauty 93 Business Lease ind istat 8 yrs 21/06/2013 20/06/2021 20/06/2021 41.661 450 9% 41.661 450 450 41.661 0,0% 6.02/03 Del Mare 1911 Fashion, shoes & accessories 300 Business Lease 2,5% 8 yrs 20/09/2009 19/09/2017 19/09/2017 126.916 423 9% 126.916 423 420 126.059 -0,7% 6.04a C'è Bassetti Household Goods 191 Business Lease 2,5% 8 yrs 21/10/2009 21/10/2017 21/10/2017 77.456 407 8% 9% 10% 77.456 407 405 77.153 -0,4% 6.04b Bar Coffea Bars & Restaurants 120 Business Lease Fix 2,5% 8yrs 01/01/2011 31/12/2018 31/12/2018 53.582 448 8% 9% 53.582 448 450 53.784 0,4% 06.05 Geox Fashion, shoes & accessories 206 Business Lease ind istat - 20/07/2013 20/07/2021 20/07/2021 82.456 400 8% -9% 82.456 400 400 82.456 0,0% 06.06 Conte of Florence Fashion, shoes & accessories 235 Business Lease 2,5% 8 yrs 12/09/2009 11/09/2017 11/09/2017 101.793 434 13% 101.793 434 400 93.884 -7,8% 07.01 Boggi Fashion, shoes & accessories 288 Business Lease ind istat 8 yrs 29/09/2006 28/09/2014 28/09/2014 99.214 345 9% 10% 99.214 345 350 100.772 1,6% 07.02 Pupa Outlet Healthcare & Beauty 111 Business Lease ind istat 10 YRS 10/10/2009 09/10/2019 09/10/2019 53.996 488 10% 9% 8% 7% 53.996 488 500 55.345 2,5% 07.03 Sisley Fashion, shoes & accessories 172 Business Lease ind istat 8 22/07/2011 21/07/2019 21/07/2019 69.766 405 9% 10% 11% 69.766 405 405 69.741 0,0% 07.04 Glenfield Fashion, shoes & accessories 183 Business Lease 2,5% 8 yrs 01/10/2010 31/08/2017 31/08/2017 74.813 408 10% 74.813 408 350 64.201 -14,2% 07.05 Triumph Fashion, shoes & accessories 181 Business Lease 2,5% 8 yrs 22/07/2009 21/07/2017 21/07/2017 83.255 460 10% 83.255 460 460 83.306 0,1% 07.07 Docksteps Fashion, shoes & accessories 223 Business Lease 2,5% 8 yrs 22/10/2009 21/10/2017 21/10/2017 91.998 412 10% 91.998 412 410 91.549 -0,5% 08.01 Baldinini Fashion, shoes & accessories 219 Business Lease ind istat 8 yrs 29/06/2013 28/06/2021 28/06/2021 79.006 360 8% 79.006 360 360 79.006 0,0% 08.02 Kathy Van Zeeland Fashion, shoes & accessories 109 Business Lease 2,5% 8 yrs 12/02/2010 31/08/2013 31/08/2013 44.075 404 10% 44.075 404 400 43.640 -1,0% 08.03 Kiko Healthcare & Beauty 207 Business Lease Fix 2,5% 8 yrs 23/03/2010 22/03/2018 22/03/2018 80.767 390 7% 8% 9% 80.767 390 400 82.868 2,6% 08.04 Brooks Brothers Fashion, shoes & accessories 330 Business Lease ind istat 8 yrs 05/04/2013 29/11/2020 29/11/2020 105.555 320 8% 115.451 350 350 115.451 0,0% 09.01 GANT Fashion, shoes & accessories 220 Business Lease ind istat 2 yrs 11/12/2012 10/12/2018 10/12/2018 65.874 300 7% 65.874 300 300 65.874 0,0% 09.02 Frette Household Goods 247 Property Lease 75% ind.istat 8 yrs 06/12/2011 05/12/2019 05/12/2019 82.501 334 10% 82.501 334 280 69.250 -16,1% 09.03 Tommy Hilfiger Fashion, shoes & accessories 322 Business Lease ind istat 10 yrs 04/03/2010 03/03/2020 03/03/2020 109.575 340 8% 109.575 340 340 109.575 0,0% 09.04 ADD Fashion, shoes & accessories 105 Business Lease ind istat 8 yrs 23/11/2012 21/11/2020 21/11/2020 37.668 360 9% 41.876 400 400 41.876 0,0% 09.05 Billionaire Fashion, shoes & accessories 277 Business Lease 2,5% 8 yrs 19/11/2009 18/11/2017 18/11/2017 99.011 358 10% 99.011 358 360 99.619 0,6% 09.06 Nervesa Fashion, shoes & accessories 317 Business Lease 2,5% 8 yrs 08/03/2012 07/03/2020 07/03/2020 115.000 363 10% 119.000 376 370 117.238 -1,5% 09.07 Home & Cook Household Goods 191 Business Lease ind istat 8 yrs 28/04/2011 27/04/2019 27/04/2019 68.655 359 9% 68.655 359 360 68.789 0,2% 10.01-10.02 Nike Factory Store Fashion, shoes & accessories 906 Business Lease ind istat 12 yrs 26/07/2003 22/07/2015 22/07/2015 258.991 286 4% 258.991 286 270 244.733 -5,5% 10.03 Delight Bars & Restaurants 81 Business Lease 2,5% 8 yrs 05/12/2011 05/12/2019 05/12/2019 37.154 461 8% 37.154 461 460 37.053 -0,3% 10.04 Ottica Avanzi Healthcare & Beauty 137 Business Lease 2,5% 8 yrs 12/09/2009 11/09/2017 11/09/2017 53.194 389 8% 53.194 389 390 53.297 0,2% 10.05 I Giochidi Malù Other goods 220 Business Lease 2,5% 8 yrs 11/09/2009 10/09/2017 10/09/2017 87.895 400 9% 87.895 400 400 87.876 0,0% 10.06 Bagatt Fashion, shoes & accessories 212 Business Lease 2,5% 8 yrs 20/10/2009 19/10/2017 19/10/2017 96.616 456 12% 96.616 456 390 82.637 -14,5% 11.01 Alcott Fashion, shoes & accessories 424 Business Lease ind istat 8 yrs 02/07/2011 01/07/2019 01/07/2019 144.360 340 9% 144.360 340 340 144.262 -0,1% 11.02 Esercito Italiano Fashion, shoes & accessories 212 Business Lease 2,5% 8 yrs 07/06/2011 06/06/2019 06/06/2019 71.944 340 9% 77.234 365 340 71.944 -6,8% 11.03 Cotonella Fashion, shoes & accessories 211 Business Lease 2,5% 8 yrs 13/04/2011 12/04/2019 12/04/2019 68.474 325 9% 71.635 340 320 67.421 -5,9% 11.04 RichardGinori Household Goods 164 Business Lease 2,5% 8 yrs 11/09/2009 10/09/2017 10/09/2017 63.967 390 10% 63.967 390 350 57.358 -10,3% 11.05 Bata Fashion, shoes & accessories 326 Business Lease ind istat 8 yrsuntil 29/0 30/09/2010 28/09/2018 28/09/2018 135.158 414 9% 135.158 414 410 133.771 -1,0% 11.06 Levi's DockstepFact ory Store Fashion, shoes & accessories 413 Business Lease 2,5% 10 yrs 23/07/2003 22/07/2013 22/07/2013 123.391 299 7% 8% 9% 123.391 299 300 123.813 0,3% 12.01 Fornarina Fashion, shoes & accessories 251 Business Lease ind istat 1 yrs 25/06/2013 24/06/2014 24/06/2014 89.041 355 9% 89.041 355 350 87.787 -1,4% 12.02 Harmont & Blaine Man Fashion, shoes & accessories 309 Business Lease ind istat 8 years 07/06/2013 05/12/2020 05/12/2020 104.890 340 8% 104.890 340 340 104.890 0,0% 12.03 Superga Fashion, shoes & accessories 432 Business Lease 2,5% 8 yrs 05/09/2009 04/09/2017 04/09/2017 110.149 255 9% 110.149 255 250 108.073 -1,9% 12.04 k-way Fashion, shoes & accessories 176 Business Lease 2,5% 8 yrs 05/09/2009 04/09/2017 04/09/2017 44.732 255 9% 44.732 255 250 43.893 -1,9% 12.05 Skecher Fashion, shoes & accessories 308 Business Lease ind istat 8 yrs 04/07/2010 03/07/2018 03/07/2018 116.000 376 8% 116.000 376 350 107.965 -6,9% 12.06 La Compagniadelle Pelli Fashion, shoes & accessories 205 Business Lease 2,5% 5 yrs 22/07/2009 21/07/2014 21/07/2014 98.047 478 10% 98.047 478 400 82.068 -16,3% 13.01 Maui Fashion, shoes & accessories 169 Business Lease ind istat 8 yrs 28/05/2009 27/05/2017 27/05/2017 64.424 381 9% 64.424 381 380 64.311 -0,2% 13.02 Calvin Klein Fashion, shoes & accessories 423 Business Lease 2,5% 10 yrs 29/09/2010 28/09/2020 28/09/2020 201.112 475 6% 7% 8% 201.112 475 480 203.146 1,0% 13.03 Désirée Fashion, shoes & accessories 195 Business Lease 2,5% 8 yrs 03/03/2011 02/03/2019 02/03/2019 103.389 529 9% 103.389 529 530 103.604 0,2% 13.04 Botticelli Fashion, shoes & accessories 171 Business Lease 2,5% 8 yrs 06/03/2010 05/03/2018 05/03/2018 66.879 390 10% 66.879 390 390 66.823 -0,1% 21.01 a/b Benetton Outlet Fashion, shoes & accessories 534 Business Lease 2,5% 8 yrs 01/10/2007 31/12/2015 31/12/2015 257.125 482 9% 257.125 482 480 256.262 -0,3% 21.02 Banca di Valle Camonica Cash Dispenser 82 Property Lease 75% ind.istat 6+6 yrs 01/09/2003 31/08/2015 31/08/2015 34.519 423 0% 34.519 423 400 32.628 -5,5% C-01b Ristornate Il Cascinale Bars & Restaurants 587 Business Lease ind istat 8+5 yrs 10/12/2010 09/12/2018 09/12/2018 84.541 144 7% 84.541 144 120 70.440 -16,7% C-01a Autogrill Bars & Restaurants 657 Property Lease 75% ind.istat 12 yrs 01/05/2005 30/04/2017 30/04/2017 159.838 243 5% 159.838 243 230 151.000 -5,5% TENANCY SCHEDULE SECOND MGR GROSS GROSS TYPE OF LEASE LEASE START FIRST LEASE MGR TURNOVER CW MARKET CW MARKET UNIT NO. TRADING NAME SECTOR GLA ISTAT DURATION LEASE EXPIRY 31/03/2013 HEADLINE HEADLINE MR/ER (%) CONTRACT DATE EXPIRY DATE 31/03/2013 RENT RENT 2013 RENT 2013 DATE (PROVIDED) RENT RENT SQ M % €€/SQM % €€/SQM €/SQM € C-02 Mc Donalds Bars & Restaurants 473 Business Lease 2,5% 12 yrs + 6 yrs 12/09/2003 11/09/2015 11/09/2015 92.242 195 4% 92.242 195 190 89.957 -2,5% C-03 Gelateria Cascina Vecchia Bars & Restaurants 86 Business Lease 2,5% 10 yrs 23/07/2003 22/07/2013 22/07/2013 30.962 360 7% 30.962 360 360 30.938 -0,1% C04a C04b C04c Illy Caffè Bars & Restaurants 138 Business Lease 2,5% 8 yrs 26/10/2011 25/10/2019 25/10/2019 59.555 431 8% 59.555 431 400 55.336 -7,1% SERRA LINDT Other goods 304 Business Lease ind istat 8 yrs 07/12/2010 06/12/2018 06/12/2018 96.377 317 10% 9% 7% 96.377 317 320 97.280 0,9% 21.03 Gamestop Electrical goods & Telecom 50 Business Lease 2,5% 8 yrs 30/11/2010 29/11/2018 29/11/2018 15.867 317 3% 15.867 317 320 16.000 0,8% A1 McKenzy Fashion, shoes & accessories 224 Business Lease ind istat 8 years 14/10/2012 13/10/2020 13/10/2020 83.162 372 9% 83.162 372 370 82.773 -0,5% A2 Malloy Fashion, shoes & accessories 224 Business Lease 1,5% 8 years 05/04/2007 04/04/2015 04/04/2015 80.000 357 9% 80.000 357 370 82.965 3,7% A3 Feni Uomo Fashion, shoes & accessories 229 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 89.160 389 9% 89.160 389 380 87.104 -2,3% A4 St.Diego/A-Style Fashion, shoes & accessories 237 Business Lease ind istat 6 years 08/12/2012 07/12/2020 07/12/2020 78.917 333 10% 78.917 333 330 78.098 -1,0% B1 Bialetti Household Goods 210 Business Lease 2,5% 8 years 31/07/2009 30/07/2017 30/07/2017 84.194 400 10% 84.194 400 400 84.176 0,0% B2 Napapjiri Fashion, shoes & accessories 207 Business Lease 2,5% 8 years 01/03/2011 28/02/2019 28/02/2019 85.793 415 8% 85.793 415 420 86.827 1,2% B3 Excelsa Household Goods 209 Business Lease ind istat - 01/08/2013 01/08/2021 01/08/2021 79.340 380 0% 79.340 380 380 79.340 0,0% B4 Rifle Fashion, shoes & accessories 206 Business Lease ind istat 8 years 10/06/2007 09/06/2015 09/06/2015 73.915 359 8% 73.915 359 360 74.138 0,3% B5 Bormioli Household Goods 190 Business Lease ind istat 6 years 30/11/2012 29/11/2018 29/11/2018 78.875 415 10% 78.875 415 360 68.422 -13,3% B6 Meltin Pot Fashion, shoes & accessories 130 Business Lease ind istat 8 years 18/06/2010 17/06/2018 17/06/2018 56.125 431 9% 56.125 431 430 56.029 -0,2% C1 Borgo Tessile Household Goods 189 Business Lease ind istat 6 years 30/11/2012 29/11/2020 29/11/2020 70.915 376 10% 70.915 376 340 64.104 -9,6% C2 Stefanel Fashion, shoes & accessories 170 Business Lease 1,5% 8 years 12/08/2009 11/08/2017 11/08/2017 77.144 453 10% 77.144 453 420 71.476 -7,3% C3 C'art Other goods 88 Business Lease 2,5% 8 years 01/06/2011 31/05/2019 31/05/2019 38.000 433 9% 44.000 501 470 41.252 -6,2% C4 Marina militare kids Fashion, shoes & accessories 98 Business Lease 2,5% 10 years 23/10/2008 22/10/2014 22/10/2014 45.636 467 9% 45.636 467 420 41.063 -10,0% C5 Luxe Lodge Household Goods 115 Business Lease 2,5% 8 years 04/07/2009 03/07/2017 03/07/2017 52.213 456 9% 52.213 456 450 51.566 -1,2% C6 Modus Beauty Store Healthcare & Beauty 195 Business Lease 2,5% 6 years 30/06/2007 29/07/2013 29/08/2013 71.416 367 9% 71.416 367 365 71.076 -0,5% C7 Bottega Del Sarto Fashion, shoes & accessories 127 Business Lease 2,5% 8 years 19/12/2009 18/12/2017 18/12/2017 51.250 404 9% 51.250 404 405 51.318 0,1% C9 Lanificio di Tollegno Fashion, shoes & accessories 161 Business Lease 2,5% 6 years 15/09/2007 14/09/2013 14/09/2013 64.382 399 10% 64.382 399 330 53.288 -17,2% C10 L'Arcolaio Fashion, shoes & accessories 161 Business Lease ind istat 6 years 15/09/2013 14/09/2021 14/09/2021 67.014 415 10% 67.014 415 415 67.014 0,0% C11 Gattinoni Fashion, shoes & accessories 148 Business Lease 2,5% 8 yrs 12/03/2010 11/03/2018 11/03/2018 55.943 379 8% 55.943 379 370 54.579 -2,4% C12 Living DeLonghi Household Goods 250 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 75.000 300 7% 75.000 300 300 75.000 0,0% D2 Docksteps Junior Fashion, shoes & accessories 107 Business Lease ind. Istat 8 years 24/04/2013 23/04/2021 23/04/2021 43.708 409 10% 43.708 409 410 43.809 0,2% D3 Le Full Fashion, shoes & accessories 121 Business Lease 2,5% 6 years 16/05/2007 30/08/2013 30/08/2013 49.317 409 10% 49.317 409 410 49.430 0,2% D4 Camicissima Fashion, shoes & accessories 130 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 54.753 422 9% 54.753 422 420 54.453 -0,5% D5 Pablito Bar Bars & Restaurants 142 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 46.738 330 8% 46.738 330 330 46.738 0,0% D6 L'Oreal Healthcare & Beauty 127 Business Lease ind istat 8 years 05/06/2013 04/06/2021 04/06/2021 50.828 400 9% 50.828 400 400 50.828 0,0% D7 7 Camicie Fashion, shoes & accessories 129 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 58.845 456 10% 58.845 456 450 58.055 -1,3% D8 Enrico Coveri/Pierre Cardin Fashion, shoes & accessories 134 Business Lease 2,5% 6 years 30/11/2009 29/11/2012 29/08/2013 53.562 399 10% 9% 53.562 399 400 53.684 0,2% D9 Cinti Calzature Fashion, shoes & accessories 120 Business Lease 2,5% 6 years 30/11/2006 29/11/2012 29/08/2013 46.927 391 8% 9% 46.927 391 390 46.761 -0,4% D10 Caporiccio Fashion, shoes & accessories 114 Business Lease 2,5% 9 years 30/11/2006 29/11/2015 29/11/2015 47.953 421 10% 47.953 421 420 47.867 -0,2% D11 Colours e Beauty Fashion, shoes & accessories 105 Business Lease ind istat 8 years 01/04/2012 31/03/2020 31/03/2020 46.080 439 11% 46.080 439 350 36.750 -20,2% D12 Outly Healthcare & Beauty 65 Business Lease ind istat 8 yrs 20/12/2012 19/12/2020 19/12/2020 26.076 400 8% 27.380 420 420 27.380 0,0% D13 Beretta Household Goods 108 Business Lease 2,5% 6 years 01/06/2010 31/05/2016 31/05/2016 42.124 390 9% 42.124 390 390 42.089 -0,1% D14 Consorzio prodotti alimentari Valle Camonica Bars & Restaurants 90 Property Lease 75% ind.istat 6+6 years 01/10/2010 30/09/2016 30/09/2016 44.790 497 0% 44.790 497 450 40.559 -9,4% D15 Stoppini Household Goods 87 Business Lease ind istat 8 years 09/12/2012 08/12/2020 08/12/2020 40.075 460 9% 40.075 460 450 39.204 -2,2% D17 Harmont & Blaine Junior Fashion, shoes & accessories 112 Business Lease ind istat 8 years 31/01/2012 30/01/2020 30/01/2020 45.994 410 8% 45.994 410 410 46.039 0,1% D18 Goods Other goods 117 Property Lease 75% ind.istat 3 years 01/01/2010 31/12/2013 31/08/2013 46.739 399 0% 46.739 399 400 46.808 0,1% D19 Motorstore Other goods 126 Business Lease 2,5% 8 YEARS 18/07/2009 17/07/2017 17/07/2017 55.977 445 8% 55.977 445 440 55.405 -1,0% D20 Nucleo/ Campagnolo Fashion, shoes & accessories 128 Business Lease ind istat 8 years 19/12/2012 18/12/2020 18/12/2020 55.496 433 10% 55.496 433 400 51.232 -7,7% D21 Roncato Other goods 128 Business Lease 2,5% 8 years 30/11/2012 29/11/2020 29/11/2020 51.992 407 8% 51.992 407 405 51.678 -0,6% D22 Tosca Blu Fashion, shoes & accessories 91 Business Lease ind. istat 5 years 30/04/2013 29/04/2018 29/04/2018 40.327 444 10% 40.327 444 445 40.406 0,2% D23 Stonefly Fashion, shoes & accessories 77 Business Lease ind istat 8 years 01/07/2007 30/06/2015 30/06/2015 33.451 433 8% 9% 33.451 433 430 33.256 -0,6% E1a Timberland Fashion, shoes & accessories 267 Business Lease 2,5% 6 years 15/05/2008 14/05/2014 14/05/2014 101.353 379 8% 101.353 379 380 101.490 0,1% E1b Freddy Fashion, shoes & accessories 229 Business Lease ind istat 6 years 05/01/2008 04/01/2014 04/01/2014 78.753 345 8% 78.753 345 340 77.704 -1,3% E2 Pollini Fashion, shoes & accessories 221 Business Lease ind istat 8 years 26/03/2012 25/03/2020 25/03/2020 82.485 374 8% 8.5% 9% 82.485 374 375 82.759 0,3% E3 ManganoRegenerate jeans Fashion, shoes & accessories 155 Business Lease ind istat 6 years 15/12/2007 14/12/2013 14/12/2013 58.573 377 8% 58.573 377 375 58.279 -0,5% E4 Marina Militare Fashion, shoes & accessories 290 Business Lease ind istat 8 years 01/06/2010 31/05/2018 31/05/2018 112.244 388 8% 9% 112.244 388 390 112.921 0,6% E5 Mash Fashion, shoes & accessories 224 Business Lease ind istat 8 years 22/02/2013 21/02/2021 21/02/2021 84.979 380 9% 84.979 380 380 84.979 0,0% E6 Yamamay Fashion, shoes & accessories 214 Business Lease 2,5% 6 years 01/07/2007 30/07/2013 30/07/2013 84.863 397 10% 84.863 397 397 84.783 -0,1% E7 Zuiki Fashion, shoes & accessories 206 Business Lease 2,5% 6 years 28/04/2007 27/07/2013 30/07/2013 89.013 432 9% 10% 89.013 432 432 88.923 -0,1% E8 Adidas Fashion, shoes & accessories 320 Business Lease Istat 8 years 09/05/2009 08/05/2017 08/05/2017 120.813 378 8% 120.813 378 380 121.497 0,6% F1 Mandarina Duck Fashion, shoes & accessories 235 Business Lease ind istat 8 years 06/07/2013 05/07/2021 05/07/2021 70.635 300 10% 94.180 400 400 94.180 0,0% F2 Motivi Fashion, shoes & accessories 153 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 42.553 278 9% 42.553 278 280 42.876 0,8% F3 Acquafredda Fashion, shoes & accessories 146 Business Lease 2,5% 6 years 15/04/2007 14/08/2013 30/07/2013 60.286 412 10% 60.286 412 412 60.284 0,0% F4 Guardiani Temporary Store 143 Business Lease 0,0% 6 months 15/07/2013 31/01/2014 31/01/2014 0 0 10% 0 0 350 49.903 F6 John Ashfield Fashion, shoes & accessories 153 Business Lease ind istat 6 years 29/12/2012 28/12/2020 28/12/2020 64.184 420 8% 64.184 420 420 64.184 0,0% F7 Fiorella Rubino Fashion, shoes & accessories 167 Business Lease ind istat 8 years 30/11/2012 29/11/2020 29/11/2020 47.446 285 9% 47.446 285 280 46.690 -1,6% G1 Gabel Household Goods 188 Business Lease ind istat 8 years 01/01/2013 31/12/2021 31/12/2021 77.156 411 10% 77.156 411 400 75.128 -2,6% G2 Den Store Fashion, shoes & accessories 319 Business Lease ind istat 8 years 23/06/2011 22/06/2019 22/06/2019 111.479 350 8% 111.479 350 320 101.923 -8,6% G3 Coveri Fashion, shoes & accessories 240 Business Lease ind istat - 01/08/2013 01/08/2019 01/08/2019 84.119 350 8% 84.119 350 350 84.119 0,0% G4 Datch Fashion, shoes & accessories 253 Business Lease ind istat 8 years 06/10/2012 05/10/2014 05/10/2014 91.220 360 10% 9% 103.890 410 410 103.890 0,0% G5 Lumberjack Al exander Nicolette Fashion, shoes & accessories 367 Business Lease ind istat 8 years 01/12/2012 30/11/2020 30/11/2020 124.858 340 9% 124.858 340 340 124.902 0,0% SUBTOTAL LET 31.849 11.664.530 366 11.745.168 369 364 11.581.830 -1,39%
VACANT UNITS 07.06 Vacant 198 330 65.383 C8 Vacant 161 330 53.288 D1 Vacant 82 430 35.333 D16 Vacant 105 380 39.881 D25 Vacant 52 450 23.261 D24 Vacant 71 430 30.375 F5 Vacant 139 350 48.573 SUBTOTAL VACANT UNITS 808 - - 296.094
TOTAL RETAIL GALLERY 32.657 11.664.530 357 11.745.168 360 364 11.877.924 GOLDMANSACHS-FRANCIACORTAFOC-REPORT-130717-05-SC-FINAL.DOCX
ALLEGATO V
CALCULATIONS
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
Client: GOLDMAN SACHS Property: FRANCIACORTA OUTLET VILLAGE Address: Rodengo Saiano (BRESCIA) Valuation Date: 17/07/2013
ASSUMPTIONS ISTAT uplifts (p.a.) 2,00% Market rental growth (p.a.) 2,00% therefore = 0% real growth above inflation Business lease indexation (p.a.) 100,00% Property lease indexation (p.a.) 75,00% Turnover Income (€/yr) € 585.413 2012 Temporary Income (€/yr) € 70.905 2012 Estimated Temporary Income (€/yr) € 85.000 2013
General Vacancy & Collection Loss 1,00% Collection Loss 1,00% Management Fees 2,00% Management Fees on Turnover Income 5% - 15% Management Fees on Temporary Letting Income 15,00% IMU (€/yr) € 266.700 Insurance (€/yr) € 62.000 Lease Registration Tax (p.a.) 0,50% Service Charges on vacant units (€/sqm/yr) € 140 Leasing Commissions 10,00% Leasing Commissions on Temporary lettings 20,00% Capital Reserves 2,00%
Acquisition Costs 5,00% Sale Commissions 0,50%
Discount Rate / IRR 10,50% Net Exit Yield 8,00%
(Euro) CASH FLOW 1234567891011TOTAL For the Years Ending 17/07/2014 17/07/2015 17/07/2016 17/07/2017 17/07/2018 17/07/2019 17/07/2020 17/07/2021 17/07/2022 17/07/2023 17/07/2024
Inflation Rate 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% Market Growth 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% 2,00% Turnover Rent as a % of MGR 4,00% 4,00% 4,00% 4,00% 4,00% 4,00% 4,00% 4,00% 4,00% 4,00% 4,00%
REVENUE Gross Minimum Guaranteed Rent (MGR) 11.920.503 12.401.029 12.651.178 12.913.116 13.076.287 13.248.963 13.439.126 13.661.553 13.918.610 14.188.823 14.471.259 Turnover Rent 4,00% 476.820 496.041 506.047 516.525 523.051 529.959 537.565 546.462 556.744 567.553 578.850 Temporary Lettings Income 0,51% 60.600 61.812 63.048 64.309 65.595 66.907 68.245 69.610 71.003 72.423 73.871
TOTAL POTENTIAL GROSS REVENUE 12.457.923 12.958.882 13.220.273 13.493.950 13.664.933 13.845.829 14.044.936 14.277.625 14.546.357 14.828.799 15.123.980
General Vacancy 1,00% (124.579) (129.589) (132.203) (134.940) (136.649) (138.458) (140.449) (142.776) (145.464) (148.288) (151.240) Collection Loss 1,00% (124.579) (129.589) (132.203) (134.940) (136.649) (138.458) (140.449) (142.776) (145.464) (148.288) (151.240)
TOTAL EFFECTIVE GROSS REVENUE 12.208.765 12.699.704 12.955.867 13.224.070 13.391.635 13.568.913 13.764.038 13.992.073 14.255.429 14.532.223 14.821.500
OPERATING EXPENSES Management Fees 2,00% (238.410) (248.021) (253.024) (258.262) (261.526) (264.979) (268.783) (273.231) (278.372) (283.776) (289.425) Management Fees on Other Income 5% - 15% (32.931) (34.074) (34.760) (35.473) (35.992) (36.534) (37.115) (37.765) (38.488) (39.241) (40.023) IMU 2,17% (269.367) (274.754) (280.249) (285.854) (291.572) (297.403) (303.351) (309.418) (315.606) (321.918) (328.357) Insurance 0,50% (62.620) (63.872) (65.150) (66.453) (67.782) (69.138) (70.520) (71.931) (73.369) (74.837) (76.333) Lease Registration Tax 0,50% (1.860) (1.898) (1.936) (1.974) (2.014) (2.054) (2.095) (2.137) (2.180) (2.223) (2.268) Service Charges on Vacant Units € 140 (46.177) (47.101) (48.043) (49.004) (49.984) (50.984) (52.003) (53.043) (54.104) (55.186) (56.290) Non recoverable Service Charges ------Capital Reserves 2,00% (249.158) (259.178) (264.405) (269.879) (273.299) (276.917) (280.899) (285.553) (290.927) (296.576) (302.480)
TOTAL OPERATING EXPENSES 93% (900.523) (928.898) (947.567) (966.899) (982.169) (998.009) (1.014.766) (1.033.078) (1.053.046) (1.073.757) (1.095.176)
NET OPERATING INCOME (NOI) 11.308.242 11.770.806 12.008.300 12.257.171 12.409.466 12.570.904 12.749.272 12.958.995 13.202.383 13.458.466 13.726.324
LEASING AND CAPITAL COSTS Leasing Commissions 10,00% (178.758) (69.871) (96.393) (40.598) (280.336) (169.860) (154.203) (220.267) (101.894) (19.556) - Capex
TOTAL LEASING AND CAPITAL COSTS (178.758) (69.871) (96.393) (40.598) (280.336) (169.860) (154.203) (220.267) (101.894) (19.556) -
CASH FLOW Gross Proceeds from Sale 171.579.050 Sale Commissions 0,50% (857.895)
TOTAL NET CASH FLOW 11.129.484 11.700.935 11.911.907 12.216.573 12.129.130 12.401.044 12.595.069 12.738.728 13.100.489 13.438.910 170.721.155
Discount Rate 10,50% Period 0,50 1,50 2,50 3,50 4,50 5,50 6,50 7,50 8,50 9,50 10,00 Discount Factor 0,95 0,86 0,78 0,71 0,64 0,58 0,52 0,47 0,43 0,39 0,37
PRESENT VALUE 10.587.511 10.073.425 9.280.590 8.613.535 7.739.259 7.160.869 6.581.816 6.024.333 5.606.711 5.205.020 62.902.015 139.775.085
MARKET VALUE (Gross of acquisition costs) 139.775.085 Acquisition Costs (6.655.956)
MARKET VALUE (Net of acquisition costs) 133.119.128
Rounded MV 133.100.000 4.179
Net Initial Yield 8,36% Gross Initial Yield 9,36% Net Exit Yield 8,00% Gross Exit Yield 8,81% Triple Net Yield (Net Rent on Gross Price) 8,09%
Net Running Yield 8,36% 8,79% 8,95% 9,18% 9,11% 9,32% 9,46% 9,57% 9,84% 10,10%
Gross Running Yield 9,36% 9,74% 9,93% 10,14% 10,27% 10,40% 10,55% 10,73% 10,93% 11,14%
Source: Cushman & Wakefield LLP (Based on information supplied by the Client and analysed by Cushman & Wakefield LLP) GOLDMANSACHS-FRANCIACORTAFOC-REPORT-130717-05-SC-FINAL.DOCX
ATTACHMENT VI
GENERAL VALUATION PRINCIPLES AND PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)
1. PRELIMINARY 1.1 These general valuation principles (the "Valuation Principles") shall apply to all valuation instructions, other than agency services and other forms of professional services (to which separate terms will apply), provided by Cushman & Wakefield LLP, a limited liability partnership under the Limited Liability Partnerships Act 2000 with registered number OC328588 and having its registered office at 43-45 Portman Square, London, W1A 3BG, acting through its Italian branch registered at Milan, Via Filippo Turati 16/18 (“C&W”, “we” or “us”) to the client to whom an instruction confirmation letter (the “Letter”) is sent (“you”). They shall apply separately to each service subsequently provided to you. 1.2 The Valuation Principles are to be read in conjunction with the relevant Letter and the Terms of Business attached hereto. In the event of any ambiguity or conflict between the relevant Letter, the Terms of Business and these Valuation Principles, the provisions in the relevant Letter shall prevail. These Valuation Principles may only be varied in writing by agreement between the parties. It is our practice to review and upgrade our Valuation Principles frequently and new versions will be sent to you and agreed with you.
2. VALUATION BASES 2.1 Unless we have said otherwise within the Letter, the valuation date will be the date of our inspection. 2.2 Unless we have said otherwise in the relevant Letter, the valuation will be prepared in accordance with the RICS Valuation – Professional Standards current at the date of the Letter (the “Red Book”) by valuers conforming to its requirements, acting as external valuer. 2.3 Each property will be valued on a basis appropriate to the purpose of the valuation, in accordance with the Red Book. The basis of valuation that we will adopt for each property is specified in the relevant Letter. The definitions are as follows: (i) Market Value Market Value is “the estimated amount for which an asset or a liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” (ii) Market Rent Market Rent is “the estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” (iii) Existing Use Value Existing Use Value is “the estimated amount for which an asset should exchange on the valuation date between a willing buyer and a willing seller in an arms length transaction, after proper marketing and where the parties had acted knowledgeably, prudently, and without compulsion, assuming that the buyer is granted vacant possession of all parts of the asset required by the business and disregarding potential alternative uses and any other characteristics of the asset that would cause its Market Value to differ from that needed to replace the remaining service potential at least cost.”. (iv) Fair Value The Red Book contains two alternative definitions of Fair Value as follows: 1. the definition adopted by the International Valuation Standards Committee (IVSC): “the estimated price for the transfer of an asset or liability between identified knowledgeable and willing parties that reflects the respective interests of those parties”. 2. the definition adopted by the International Accounting Standards Board (IASB): “the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date”. Unless we have said otherwise within the Letter, we will adopt the IASB definition of Fair Value.
a
GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)
2.4 When assessing either Existing Use Value, Fair Value or Market Value for balance sheet purposes, we will not include directly attributable acquisition or disposal costs in our valuation. Where you have asked us to reflect costs (as required under FRS15), they will be stated separately. 2.5 In the case of specialised properties (where valuation methods such as market comparison or an income (profits) test cannot be reliably applied), we may use Depreciated Replacement Cost (“DRC”) as a method of estimating Value. The valuation using this method of a property in the private sector will include a statement that it is subject to the adequate profitability of the business, paying due regard to the value of the total assets employed. If the property is in the public sector, the valuation will include a statement that it is subject to the prospect and viability of the continued occupation and use. Any writing down of a valuation derived solely from the DRC method to reflect the profitability/viability of the entity in occupation is a matter for the occupier. If the valuation is being undertaken for inclusion in accounts prepared under International Financial Reporting Standards, our report will contain a statement that because of the specialised nature of the property, the value is estimated using a DRC method and is not based on the evidence of sales of similar assets in the market. If we consider that the value of the asset would be materially lower if the business ceased, the report will contain a statement to this effect.
3. GENERAL VALUATION ASSUMPTIONS 3.1 Unless otherwise agreed, we will provide the Services in relation to any property on the following assumptions: (i) the property and any existing buildings are free from any defect whatsoever; (ii) all buildings have been constructed having appropriate regard to existing ground conditions or that these would have no unusual effect on building costs, property values or viability of any development or existing buildings; (iii) all the building services (such as lifts, electrical, gas, plumbing, heating, drainage and air conditioning installations and security systems) and property services (such as incoming mains, waste, drains, utility supplies, etc) are in good working order without any defect whatsoever; (iv) roads and sewers serving the property have been adopted and that the property has all necessary rights of access over common estate roads, paths, corridors and stairways and to use common parking areas, loading areas and other facilities; (v) there are no environmental matters (including but not limited to actual or potential land, air or water contamination, or by asbestos or any other harmful or hazardous substance) that would affect the property, any development or any existing buildings on the property in respect of which the Services are provided or any adjoining property, and that we shall not be responsible for any investigations into the existence of the same and that you are responsible for making such investigations; (vi) any building, the building services and the property services comply with all applicable current regulations (including fire and health and safety regulations); (vii) the property and any existing building comply with all planning and building regulations, have the benefit of appropriate planning consents or other statutory authorisation for the current use and no adverse planning conditions or restrictions apply (which includes, but is not limited to, threat of or actual compulsory purchase order); (viii) appropriate insurance cover is, and will continue to be, available on commercially acceptable terms for any building incorporating types of construction or materials which may pose an increased fire or health and safety risk, or where there may be an increased risk of terrorism, flooding or a rising water table; (ix) items of plant and machinery that usually comprise part of the property on an assumed sale are included in the property but items of plant and machinery that are associated with the process being carried on in the property or tenants trade fixtures and fittings are excluded from the property; (x) in reflecting the development potential of any property, that all structures will be completed using good quality materials and first class workmanship;
b
GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)
(xi) any occupational leases are on full repairing and insuring terms, with no unusually onerous provisions or covenants that would affect value; (xii) in respect of any lease renewals or rent reviews, all notices have been served validly within any time limits; (xiii) vacant possession can be given of all accommodation which is unlet or occupied by the entity/borrower or its employees on service tenancies; and (xiv) any mineral rights are excluded from the property.
4. VALUATION ASSUMPTIONS FOR PROPERTY VALUED HAVING REGARD TO TRADING POTENTIAL 4.1 Unless we have agreed otherwise, for trading related property (such as self storage properties, hotels and marinas) where the property is trading and is expected to continue, we will value on the basis and assumption of a fully equipped operational entity, having regard to trading potential. 4.2 Where we are instructed to value a property having regard to its trading potential, we will take account of any trading information that either the operator has supplied to us or that we have obtained from our own enquiries. We will rely on this being correct and complete and on there being no undisclosed matters that could affect our valuation. The valuation will be based on our opinion as to future trading potential and the level of fair maintainable turnover and net operating income likely to be achieved by a reasonably efficient operator. 4.3 Unless we have said otherwise in the relevant Letter: (i) the valuation will be made on the basis that each property will be sold as a whole including all fixtures, fittings, furnishings, equipment, stock and goodwill required to continue trading; (ii) we will assume that the new owner will normally engage the existing staff and the new management will have the benefit of existing and future bookings or occupational agreements (which may be an important feature of the continuing operation), together with all existing statutory consents, operational permits and licences; (iii) we will assume that all assets and equipment are fully owned by the operator and are not subject to separate finance leases or charges; (iv) we will exclude any consumable items, stock in trade and working capital; and (v) we will assume that all goodwill for the properties is tied to the land and buildings and does not represent personal goodwill to the operator.
5. STRUCTURE 5.1 We will not carry out a structural survey of any property nor will we test services. Further, no inspection will be made of the woodwork and other parts of the structures which are covered, unexposed or inaccessible. In the absence of information to the contrary, the valuation will be on the basis that the property is free from defect. However, the value will reflect the apparent general state of repair of the property noted during inspection, but we do not give any warranty as to the condition of the structure, foundations, soil and services. Our report should not be taken or interpreted as giving any opinion or warranty as to the structural condition or state of repair of the property, nor should such an opinion be implied. 5.2 If we give the age of a building in our report, this will be an estimate and for guidance only.
6. MEASUREMENTS 6.1 Where we are required to measure a property we will specify the basis of measurement. However, you should specifically note that the floor areas contained in any report we may publish are approximate and if measured by us will be within a 3% tolerance either way. In cases where the configuration of the floor plate is unusually irregular or is obstructed, this tolerance may be exceeded. 6.2 We will not be able to measure areas that we are unable to access. In these cases we may estimate floor areas from plans or by extrapolation. Where we are required to measure land or site areas, the
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GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)
areas will be approximate and will be measured from plans supplied. They will not be physically checked on site. 6.3 The areas we report will be appropriate for the valuation purpose, but should not be relied upon for any other purpose.
7. PLANNING AND STATUTORY REGULATIONS 7.1 Unless specifically instructed in writing to make formal searches with local planning authorities, we shall rely in the provision of our Services on the information provided informally by the local planning authority or its officers. We recommend that your lawyers be instructed to confirm the planning position relating to the property and review our comments on planning in the light of their findings. 7.2 We may consider the possibility of alternative uses being permitted. Unless otherwise notified by you in writing, we shall assume that the property and any existing buildings comply with all planning and building regulations existing uses have the benefit of appropriate planning consent or other statutory authorisation, and that no adverse planning conditions or restrictions apply.
8. VALUATION EXCLUSIONS 8.1 We will not inspect title deeds and we will therefore rely on the information supplied as being correct and complete. In the absence of information to the contrary, we will assume the absence of unusually onerous restrictions, covenants or other encumbrances and that the property has a good and marketable title. Where supplied with legal documentation, we will consider it but we will not take responsibility for the legal interpretation of it. Unless agreed, we will not obtain information from public offices. 8.2 You should confirm to us in writing if you require us to read leases and if so, provide all the relevant documentation within a reasonable time for consideration bearing in mind the date for receipt of our report. You should not rely upon our interpretation of the leases without first obtaining the advice of your lawyers. 8.3 We will take into account any information that you provide concerning any tenants’ improvements. Otherwise, if the extent of tenants’ alterations or improvements cannot be confirmed, we will assume that the property was let with all alterations and improvements evident during our inspection (or, in the case of valuation without inspection, as described within the information that you provide). 8.4 Our valuation will take into account potential purchasers’ likely opinion of the financial strength of tenants. However, we will not undertake any detailed investigations on the covenant strength of the tenants. Unless informed to the contrary by you, we will assume that there are no significant arrears and that the tenants are able to meet their obligations under their leases or agreements. 8.5 Any plans we provide to you indicating the site of a property are for identification only. We will rely on our inspection and information that you provide in outlining the extent of each property, but you should not rely upon our plans to define boundaries. 8.6 Where comparable evidence information is included in our report, this information is often based upon our oral enquiries and its accuracy cannot always be assured, or may be subject to undertakings as to confidentiality. However, such information would only be referred to where we had reason to believe its general accuracy or where it was in accordance with expectation. In addition, we have not inspected comparable properties. 8.7 For a recently completed development property, we will not take account of any retentions or outstanding development costs. For a property in the course of development, we will reflect your advice on the stage of construction, the costs already incurred and those still to be spent at the valuation date, and will have regard to any contractual liabilities. 8.8 We will not make any allowance in our Services for the existence of any mortgage or other financial encumbrance on or over the property nor take account of any leases between subsidiaries. 8.9 Any valuation figures provided will be exclusive of VAT whether or not the building has been elected. 8.10 We will not make any allowance in any valuation advice provided for the expenses of realisation or any taxation liability arising from the sale or development of the property.
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GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)
8.11 Unless we have said otherwise in the Letter, each property will be valued individually; in the case of a portfolio, we will assume that the properties would be marketed in an orderly way and not placed on the market at the same time. 8.12 The components of our valuation calculations (such as future rental values, cost allowances, or void periods) may only be appropriate as part of the valuation calculation. They should not be taken as a forecast or prediction of a future outcome. You should not rely on any component of the valuation calculation for any other purpose. 8.13 We will value in the local currency. If we are to report to you in another currency, unless we have agreed otherwise we will adopt a conversion rate equivalent to the closing rate (“spot rate”) on the valuation date. 8.14 Our valuation does not make allowance either for the cost of transferring sale proceeds to another state, or for any restrictions on doing so. 8.15 In instances where we are instructed to provide an indication of current reinstatement costs for insurance purposes, this will be given solely as a guide without warranty. Formal estimates for insurance purposes can only be given by a building surveyor or other person with sufficient current experience of replacement costs. The property will not be inspected by a building surveyor or qualified building cost estimator and the guide will be based on costs obtained from generic building cost tables. You should not rely on it as the basis for insurance cover.
9. REGULATED PURPOSE VALUATIONS AND MONITORING 9.1 In circumstances where a valuation, although provided for a client, may also be of use to third parties, for instance the shareholders in a company (otherwise defined as a “Regulated Purpose Valuation” by the Red Book), we are required to state our policy on the rotation of the surveyor who prepares the valuation and the quality control procedures that are in place. 9.2 Irrespective of the purpose of the valuation, we will select the most appropriate surveyor for the valuation having regard to his/her expertise and the possible perception that independence and objectivity could be compromised where a valuer has held the responsibility for a particular client for a number of years. This may result in us rotating the surveyor responsible for repeat valuations for the same client although we will not do so without prior discussion with the client. 9.3 For all Regulated Purpose Valuations we are required by the Red Book to state all of the following in our report: (i) the length of time the valuer continuously has been the signatory to valuations provided to you for the same purpose as the report, together with the length of time we have continuously been carrying out that valuation instruction for you; (ii) the extent and duration of the relationship between you and us; (iii) in relation to our preceding financial year the proportion of the total fees, if any, payable by you to our total fee income expressed as one of the following: less than 5%; or if more than 5%, an indication of the proportion within a range of 5 percentage points; (iv) where, since the end of the last financial year, it is anticipated that there will be a material increase in the proportion of the fees payable, or likely to be payable, we shall include a further statement to that effect in addition to (iii) above. 9.4 The valuation may be subject to monitoring under the RICS’s conduct and disciplinary regulations.
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
1. PRELIMINARY 1.1 These terms and conditions (the "Terms of Business") shall apply to all valuation services (excluding agency services and other forms of professional services, to which separate terms will apply) provided by Cushman & Wakefield LLP, a limited liability partnership under the Limited Liability Partnerships Act 2000 with registered number OC328588 and having its registered office at 43-45 Portman Square, London, W1A 3BG, acting through its Italian branch registered at Milan, Via Filippo Turati 16/18 (“C&W”, “we” or “us”) to the client to whom an instruction confirmation letter (the “Letter”) is sent (“you”). They shall apply separately to each service subsequently provided to you. 1.2 The Terms of Business are to be read in conjunction with the relevant Letter and general valuation principles (“Valuation Principles”) attached thereto. In the event of any ambiguity or conflict between the relevant Letter, the Valuation Principles and these Terms of Business, the provisions in the relevant Letter shall prevail. These Terms of Business and the relevant Letter may only be varied in writing by agreement between the parties. It is our practice to review and upgrade our Terms of Business frequently and new versions will be sent to you and agreed with you.
2. PERFORMANCE OF THE SERVICES 2.1 We undertake to use all reasonable skill and care in providing the services and advice described in the relevant Letter, based on the instructions given by you (the "Services"). We will inform you if it becomes apparent that the Services need to be varied or external third party advice is required. Any variation is to be confirmed in writing and agreed between the parties. 2.2 We may need to appoint third party providers to perform all or part of the Services and we shall agree this with you in advance.
3. BASIS OF FEES 3.1 The basis of our fees for our Services is set out in the relevant Letter. 3.2 You shall pay all applicable VAT in addition to any fees and disbursements at the applicable rate. 3.3 You shall pay our fees on completion of our Services (whether or not additional work is still to be carried out by third parties) or, where the fees are in relation to an ongoing instruction or an instruction of a duration of more than three months, at least quarterly in arrears upon submission by us of quarterly invoices. Payment is due within 15 days of the invoice date. 3.4 Where valuations are undertaken for a lender for loan security purposes and it is agreed that a borrower will pay our fee, you shall remain primarily liable to pay our fee should such borrower fail to meet its liabilities to us in full. Payment of our fees is not conditional upon the loan being drawn down or any of the conditions of the loan being met. 3.5 If you do not dispute with us an invoice or any part thereof within 15 days of the date of such invoice, you shall be deemed to have accepted the invoice in its entirety. 3.6 If we are required by you to undertake any additional work in relation to an instruction, you shall pay additional fees based upon our usual rates. We will notify you of the amount of such additional fees. This also applies where we are asked to review a legal report or Certificate of Title provided to us more than 8 weeks after we have submitted our Report (either draft or final). 3.7 Where there is a change to the stated purpose for which our valuation is being commissioned and in our sole opinion we deem this to result in an increase in our liability (for example a valuation for annual accounts being used for loan security purposes), we reserve the right to charge an additional fee. 3.8 If you subsequently request our invoice to be re-addressed to a party other than that originally agreed, we reserve the right to make an administration charge of €100. Payment will still be due within 15 days of the original invoice date. 3.9 In the event that you withdraw our instructions prior to completion of a valuation, you shall be liable to pay us for a fair and reasonable proportion of our fees and any agreed disbursements ("the Termination Fee"). If we have sent you draft valuation figures, the Termination Fee shall be subject to
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
a minimum of 50% of the fee originally agreed between us and if we have sent you a draft valuation report, such fees shall be subject to a minimum of 80% of the fee originally agreed between us. 3.10 We will advise you in advance if it is necessary or convenient to instruct a third party to provide advice or to act as an expert or arbitrator and provide an estimate of the likely cost. If you approve, either verbally or in writing, that the third party be instructed, we will instruct the party as agent on your behalf and request that all the third party's invoices be addressed to you care of us. If we are requested by you to advance payment of the third party invoices, you shall be obliged to reimburse the advance payment made and pay a handling charge. We may request that you put us in funds in respect of any third party’s costs before or at the time of formally instructing them on your behalf and you will comply with this request. 3.11 Where we are instructed to provide Services to one of your subsidiaries or associated / related entities or should you subsequently request that another entity be substituted for you at a later stage and we are unable to seek or obtain payment of any outstanding monies for whatever reason, you shall remain primarily liable to pay those outstanding monies if the subsidiary, associated / related or other entity does not meet its liabilities in relation to payment for the Services provided by us.
4. INTEREST You shall pay interest on the amount of any invoice for fees or other disbursements that remains unpaid for 15 days after the date of the invoice. Interest shall be payable at the rate of 4% above the base rate of Barclays Bank PLC from the date of the invoice until payment is made whether after or before judgement.
5. DISBURSEMENTS You shall pay all disbursements incurred by us in the provision of the Services at least quarterly in arrears from the date they were incurred. Disbursements include, but are not limited to: maps, plans, research, photography, copying of documents or plans, messenger delivery, costs of obtaining external information on companies, properties, demographic or other similar information, any reproduction, copying or other royalties incurred, additional bound copy reports, costs of external information / references obtained and key cutting, travel and subsistence expenses at their actual cost and car mileage at the standard ACI scales.
6. INFORMATION RECEIVED FROM THE CLIENT We will take all reasonable steps to ensure that property information is accurate where we are responsible for its preparation. Where you provide us with any information on a property that is necessary or convenient to enable us to provide the Services properly, you acknowledge that we will rely on the accuracy, completeness and consistency of any information supplied by you or on your behalf and, unless specifically instructed otherwise in writing, we will not carry out any investigation to verify such information. We accept no liability for any inaccuracy or omission contained in information disclosed by you or on your behalf, whether prepared directly by you or by a third party, and whether or not supplied directly to us by that third party and you shall indemnify us should any such liability arise. If our valuation is required for the purpose of purchase or loan security, you accept that full investigation of the legal title and any leases is the responsibility of your lawyers.
7. CONFLICTS OF INTEREST AND ANTI-CORRUPTION 7.1 We have conflict management procedures designed to prevent us acting for one client in a matter where there is or could be a conflict with the interest of another client for whom we are acting. If you are aware or become aware of a possible conflict of this type, please raise it immediately with us. If a conflict of this nature arises, then we will decide, taking account of legal constraints, relevant regulatory body rules and your and the other client’s interests and wishes, whether we can continue to act for both parties (e.g. through the use of separate teams with appropriate Chinese Walls), for one only or for neither. Where we do not believe that any potential or actual conflict of interest can be managed appropriately, we will inform you and consult with you as soon as reasonably practicable.
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
7.2 You acknowledge that we may earn commissions, referral fees and may charge handling fees connected to the services that we perform and agree that we shall be entitled to retain them without specific disclosure to you. We will not accept any commissions or referral fees in circumstances where we are of the reasonable belief that they would compromise the independence of any advice that we provide to you. 7.3 We confirm that we will not, and will procure that our employees will not, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that we have in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010.
8. MANAGEMENT OF THE PROPERTY We shall not be responsible for the management of the property nor have any other responsibility (such as maintenance or repair) in relation to the property. We shall not be liable for any damage that may occur while the property is unoccupied. The property shall be your sole responsibility.
9. TERMINATION BY NOTICE 9.1 Unless a fixed period has been agreed, either party may terminate the instruction by giving 14 days’ notice in writing to the other party. 9.2 In the event of termination by notice, you shall be obliged to pay forthwith all fees accrued in relation to the Services and work performed up to the date of termination (and any abort fee) plus any expenses or disbursements incurred by us or to which we are committed at the date of termination.
10. PROFESSIONAL LIABILITY 10.1 With the exclusion of our fraud and/or gross negligence, we shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services in respect of: (i) any direct loss of profit; (ii) any indirect, special or consequential loss whatsoever howsoever caused including without limitation (a) indirect loss of profit; (b) loss of business; (c) loss of goodwill; (d) loss of use of money; (e) loss of opportunity, and the parties agree that the sub-clauses of this clause shall be severable. 10.2 We shall not be liable to you in negligence for pure economic loss arising in connection with the performance or contemplated performance of the Services. 10.3 You acknowledge and agree that the exclusions contained in this clause 10 are reasonable in all the circumstances and that you have had the opportunity to take independent legal advice. 10.4 Where a third party has contributed to the losses, damages, costs, claims or expenses, we shall not be liable to make any contribution in respect of the liability of such third party. 10.5 Save in respect of third parties directly instructed by us and not on your behalf, we shall not be liable for the services or products provided by other third parties, nor shall we be required to inspect or supervise such third parties, irrespective of the third party services or products being incidental to or necessary for the provision of our Services to you. 10.6 With the exclusion of our fraud and/or gross negligence, our total aggregate liability (including that of our members and employees) to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to an aggregate sum not exceeding twenty times the fee paid. Nothing in these Terms of Business excludes or limits our liability: (i) for death or personal injury caused by our negligence; (ii) for any matter which it would be illegal for us to exclude or attempt to exclude our liability and (iii) for fraud or fraudulent misrepresentation. 10.7 We shall be released from our obligations to the extent that performance thereof is delayed, hindered or prevented by any circumstances beyond our reasonable control (examples being a strike, act of God or act of terrorism). On becoming aware of any circumstance which gives rise, or which is likely
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
to give rise, to any failure or delay in the performance of our obligations, we will notify you by the most expeditious method then available. 10.8 To cover any liability that might be incurred by us, we confirm that we will maintain professional indemnity insurance through the Lloyds and company insurance market, so long as such insurance is available at commercially acceptable rates and terms, with insurers of good standing and repute of not less than £20 million on an each and every claim basis. 10.9 Responsibility for our valuation extends only to the party(ies) to whom it is addressed. However in the event of us being asked by you to readdress our report to another party or other parties or permit reliance upon it by another party or other parties, we will give consideration to doing so, to named parties, subject to the following minimum fees:
First Extended Party Second & Subsequent Extended Parties
For the first €1m of reported value 0.075% 0.025% per party Thereafter 0.035% 0.015% per party
These fees are exclusive of VAT and expenses (including the cost of readdressing the report) and are subject to a minimum fee of €750. Should additional work be involved, over and above that undertaken to provide the initial report, we may make a further charge although we will agree this with you before commencing the work. 10.10 Where we consent in writing to reliance on our report by another party or other parties, we do so on the basis that (i) the other party or parties agree in writing to be bound by the Letter and these Terms of Business as if it / they had been a party to the original Letter between us, with such written agreement being provided to us, (ii) such other party pay the fees demanded as set out in clause 10.9 above (unless agreed otherwise in writing) and (iii) where you act on behalf of a syndicate or in relation to a securitisation, you agree that you are not entitled to pursue any greater claim on behalf of any other party than you would have been entitled to pursue on your own behalf had there been no syndication or securitisation. 10.11 Where you provide a copy of and / or permit another party or parties to rely upon our valuation report without obtaining our express written consent and fail to provide us with the written consent of any other party or parties who have received our report to be bound by the Letter and Terms of Business (in accordance with clause 10.10 above), you agree to indemnify us for any and all liability which arises from the use of or reliance upon our report by such unauthorised party. 10.12 Notwithstanding clause 10.11, where a valuation report is prepared or where we consent to a valuation report being used for the purpose of a prospectus, offering (either directly or indirectly), or a circular to shareholders, you agree to indemnify us for any liability whatsoever that we may have to any parties that have not agreed with us in writing to be bound by these Terms of Business which exceeds our aggregate cap on liability (referred to at clause 10.6) arising from their use and / or reliance on the valuation report.
11. QUALITY OF SERVICE AND COMPLAINTS 11.1 Our UK valuation procedures are certified as ISO9001:2000 compliant. 11.2 All our valuation reports are signed by a Member of C&W whose responsibility it is to ensure that all relevant quality control procedures have been complied with. In particular, for valuations of properties with an individual value of €20m or over, the valuer is required to present and explain his methodology to another member of the Valuation Advisory Team unconnected with the instruction and who is a Member of C&W. 11.3 If you wish to complain about the level or our service to you, in accordance with the requirements of the Royal Institution of Chartered Surveyors, we have a standard complaints procedure, a copy of which is available on request.
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
12. DATA PROTECTION 12.1 According to the Legislative Decree n. 196/2003 “Data Protection Code”, (“D.lgs. 196/2003”), We hereby inform you of the following: a) data processing purposes Your personal data provided under these Terms of Business shall be processed for purposes relating to: i. the collection of contractual or pre-contractual information, including financial and economic evaluation and the products/services; ii. the management and the performance of these Terms and Conditions, the Letter and management of the related obligations and services; iii. performance of our legal, accounting and fiscal duties, compliance with EU regulation and law as well as provisions provided by the relevant regulatory or governmental authority and any other kind of duties related to the previous subclauses (i) and (ii), including other clients/suppliers requests of related references; iv. statistical, commercial, marketing, customer services concerning the services of “CUSHMAN & WAKEFIELD LLP”. b) data processing modalities The data processing shall be carried out by means of collection, recording, organization, keeping, interrogation, elaboration, modification, selection, retrieval, comparison, utilization, interconnection, blocking, communication, dissemination, erasure and destruction of data, whether the latter are contained or not in a data bank. Such operations shall be carried out with or without the help of electronic or automated means by the data controller. c) the obligatory or voluntary nature of providing the requested data The personal data provision shall be necessary for performing the services listed under letter a). d) the consequences of failing to reply Your denial to provide personal data with reference to letter c) shall cause the impossibility to perform the activities listed under letter a). e) the entities or categories of entity to whom or which the data may be communicated The personal data provided shall be communicated, exclusively for the purposes listed under letter a), to any of our international partnerships, group companies and affiliated organisations. f) data transfer to foreign countries The personal data may be transferred in other EU Member States or in other foreign countries within exclusively the purposes listed under letter a). g) rights provided under article 7 of D.lgs. 196/2003 You are entitled to obtain confirmation as to whether or not personal data concerning you exists, regardless of whether it is already being recorded, and you shall be provided with such data in an intelligible form. Moreover, you shall have also the rights specifically provided for by article 7 of D.lgs. 196/2003 h) the identification of the data controller and the data processor The data controller is CUSHMAN & WAKEFIELD LLP acting through its Italian Branch, with its local registered office in Milan, Via Filippo Turati 16/18 and has appointed Mr. Joachim Sandberg. 12.2 Therefore, having acquired the necessary information with regards to the D.lgs. 196/2003, you assent to the processing of your personal data, also outside the EU, as well as to their diffusion and communication.
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
13. MONEY LAUNDERING REGULATIONS In order to comply with all applicable money laundering legislation and regulation, we may be required to verify certain of your details and may ask you to assist us in complying with such requirements. Where such information is requested, you will provide such information promptly to enable us to provide our Services. We shall not be liable to you or any other parties for any delay in the performance or any failure to perform the Services which may be caused by our duty to comply with any such legal and regulatory requirements.
14. FREEDOM OF INFORMATION Where you are a public authority for the purposes of the Freedom of Information Act 2000 (the "Act"), you shall notify us within five business days of receiving a request pursuant to the Act requesting information which relates to the business arrangements between us and you and/or any information we have provided to you at any time. In recognition of the fact that we may be providing you with genuinely confidential or commercially sensitive information, you agree to consult us and seek our views on all such requests prior to making a decision on whether any information should be publicly disclosed.
15. ELECTRONIC COMMUNICATIONS We may communicate with each other by electronic mail, sometimes attaching electronic data. By consenting to this method of communication, we and you accept the inherent risks (including the security risks of interception of, or unauthorised access to, such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). In the event of a dispute, neither of us will challenge the legal evidential standing of an electronic document and our system shall be deemed to be the definitive record of electronic communications and documentation.
16. CONFIDENTIALITY 16.1 We owe you a duty of confidentiality. You agree that we may, when required by our insurers or other advisers, provide details to them of any engagement on which we act or have acted for you, and that we may also disclose confidential information relating to your affairs if required to do so for legal, regulatory or insurance purposes only. 16.2 Subject to clause 16.1, we both agree never to disclose sensitive details of transactions or our advice without the other’s consent. Unless we are expressly bound by a duty of confidentiality which otherwise overrides this, we both shall be entitled to mention to third parties (e.g. in the course of presentations, speeches or pitches) and/or publish (e.g. in brochures, marketing or other written material) that we provide our services to you. 16.3 We shall provide the Services to you only for your sole use and for the stated purpose. We shall not be liable to any third party in respect of our Services. You shall not mention nor refer to our advice, in whole or in part, to any third party orally or in annual accounts or other document, circular or statement without our prior written approval. The giving of an approval shall be at our sole discretion. 16.4 We will not approve any mention of our advice unless it contains sufficient reference to all the special assumptions and/or limitations (if any) to which our advice is subject. Our approval is required whether or not we are referred to by name and whether or not our advice is combined with others.
17. INTELLECTUAL PROPERTY All intellectual property rights (including copyrights) in the documents, materials, records, data and information in any form developed or provided to you by us or otherwise generated in the provision of our Services shall belong to us solely. You are granted an irrevocable, non-exclusive, royalty-free licence to use or copy such intellectual property rights for any purpose connected with the property.
18. ASSIGNMENT Neither party shall be entitled to assign this contract or any rights and obligations arising from it without the prior written consent of the other, such consent not to be unreasonably withheld.
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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)
19. GENERAL 19.1 If any provision of these Terms of Business is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms of Business and the remainder of such provision shall continue in full force and effect. 19.2 Failure or delay by us in enforcing or partially enforcing any provision of these Terms of Business shall not be construed as a waiver of any of our rights under these Terms of Business. 19.3 No term of the relevant Letter or these Terms of Business is intended to confer a benefit on or to be enforceable by any person who is not a party to the same. 19.4 All Letters and these Terms of Business shall be governed by and be construed in accordance with Italian law. Any dispute arising out of or in connection with the interpretation and/or enforcement of this contract, will be submitted to mediation in the first instance to be performed by Bridge Mediation Italia under its relevant proceedings and regulations. Mediation shall be performed in Milano. If the mediation is not successful within 4 months from its commencement, the matter will be submitted to the exclusive jurisdiction of the courts of Milan. 19.5 References to partners of Cushman & Wakefield LLP are used to refer to a member of Cushman & Wakefield LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Cushman & Wakefield LLP and of the non-members who are designated as “partners” is open to inspection at our registered office, 43-45 Portman Square, London, W1A 3BG.
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GOLDMANSACHS-FRANCIACORTAFOC-REPORT-130717-05-SC-FINAL.DOCX
ATTACHMENT VII
INSTRUCTION AND CONFIRMATION LETTER
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
CONFIRMATION LETTER FOR VALUATION SERVICES PREPARED FOR GOLDMAN SACHS INTERNATIONAL
12 JULY 2013
GOLDMANSACHS-BS-FRANCIACORTAFOC-CONFLETT-130712-01-MCL.DOCX
GOLDMAN SACHS INTERNATIONAL Peterborough Court Cushman & Wakefield LLP Via Filippo Turati, 16/18 133 Fleet Street 20121 Milano London EC4A 2BB Tel. +39 02 63799.1 For the attention of Ms Antonella Bifulco, Mr Alessandro Luca Fax +39 02 63799.250 www.cushmanwakefield.com By e-mail: [email protected], [email protected], [email protected]
Milan, 12 July 2013
Our Ref: VAL/CLI/GoldmanSachs-BS-FranciacortaFOC-ConfLett-130712-01-mcl.docx
Dear Sirs,
CONFIRMATION LETTER FOR PROPERTY VALUATION
FRANCIACORTA FACTORY OUTLET CENTRE, RODENGO SAIANO, (BS), ITALY (“THE PROPERTY”) GOLDMAN SACHS INTERNATIONAL (“THE CLIENT”)
Further to recent conversation, we confirm that we would be delighted to value the Property on your behalf and set out below the basis upon which we will undertake this assignment.
I. THE CLIENT The valuation will be carried out on behalf of Goldman Sachs International in connection with its potential financing and subsequent securitisation related to the Property (the “Financing”).
II. THE PROPERTY The Property consists of an outlet village that comprises 150 units, as well as restaurants and ancillary services, for a total GLA of 32,657 sq m. The centre is served by 3,000 parking spaces.
III. TENURE AND TENANCIES We understand that the Property is held freehold and is currently leased to multiple tenants on the basis of property and business leases.
IV. THE INTEREST TO BE VALUED The freehold interest in the Property.
V. PURPOSE OF THE VALUATION The valuation is required for financing purposes in connection with the Financing.
Iscritta nel ruolo degli agenti d’affari in mediazione al N. 14936 del 8/5/2008 C.C.I.A.A. di Milano – Registro Imprese di Milano N. 06159600961 - R.E.A. N. 1873621. Sede legale e amministrativa: Via Filippo Turati 16/18, 20121 Milano - Codice Fiscale e Partita IVA N. 06159600961. Cushman & Wakefield LLP è una società personale a responsabilità limitata (Limited Liability Partnership) registrata in Inghilterra e Galles con il N. OC328588. Il termine partnership può essere riferito ad un membro di Cushman & Wakefield LLP o ad un impiegato o consulente con ruolo e qualifiche equivalenti. La lista dei membri di Cushman & Wakefield LLP è disponibile presso la sede di Londra, W1A 3BG, 43/45 Portman Square
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VI. BASIS OF VALUATION The Property will be valued on the basis of Market Value as defined by the RICS Valuation - Professional Standards current at the date of the Letter (the Red Book):
“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.
As per your request, we will provide you with an Indication of the current Reinstatement Cost of the subject Property in its present form. This estimate will be given solely as a guide and without warranty, as a formal estimate for insurance purposes should be given only by a Quantity Surveyor, Building Surveyor or other person with sufficient current experience of replacement costs.
VII. VALUATION SCENARIOS As required, we will provide the Market Value of the Property as is at the date of valuation.
VIII. VALUATION DATE The valuation date will be the date of the site inspection.
IX. THE STATUS OF THE VALUER AND DISCLOSURE OF ANY OTHER CURRENT INVOLVEMENT External Valuer.
As Valuation & Advisory, we do not have any current involvement with the Property.
We confirm that we will act with independency and integrity.
X. THE CURRENCY TO BE ADOPTED Euros.
XI. GENERAL ASSUMPTIONS TO WHICH THE VALUATIONS ARE SUBJECT Please see our General Valuation Principles as attached to this letter at Attachment II. These principles outline the Assumptions on which any estimate of Market Value will be based, other than as agreed specifically and in writing.
They form an important part of this proposal document.
XII. ANY ASSUMPTIONS, SPECIAL ASSUMPTIONS, RESERVATIONS, ANY SPECIAL INSTRUCTIONS OR DEPARTURES No Special Assumptions are defined or known at this time.
XIII. INFORMATION REQUIREMENTS AND THE NATURE AND SOURCE OF INFORMATION TO BE RELIED UPON BY THE VALUER In preparing our valuation, we will rely upon information provided to us. We attach, as Attachment I, the information which we would expect to receive from you or your property managers in respect of the Property. This is very comprehensive but also serves as a check list.
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Given the current volatility of the financial markets and uncertainty affecting the real estate sector, it is increasingly important that we are supplied with updated, detailed and accurate information on the Property we shall value on your behalf.
Our instruction excludes any type of due diligence (i.e. legal, technical, environmental, etc). If any due diligence report is provided to us before commencing the work, we would read and rely on the executive summaries in these reports and include the conclusions in our analysis.
We would not make independent searches or checks and would rely on the information supplied as being correct and complete.
As concerns zoning, trade and building licenses, we shall not carry out independent searches but rely on the information you shall supply. In the absence of relevant information, our valuation will be on the basis that the Property have been constructed in accordance with appropriate approvals and that it meets relevant planning and other regulations, including those relating to the issue of the retail trade licenses.
We shall rely on the areas supplied.
We will not measure floor areas on site or against Autocad plans. We have not allowed for this in our fee proposal or in the timeframe estimated to undertake this assignment.
XIV. EXTENT OF VALUER’S INVESTIGATIONS AND INSPECTIONS Please see our General Valuation Principles attached.
We shall inspect the Property internally and externally.
XV. METHODOLOGY We shall arrive at our opinion of Market Value by using two complementary approaches, namely by reference to the initial and early year yield profile, and by constructing a DCF over a 10 year holding period. We acknowledge that the DCF approach is dependent on the selection of a large number of subjective inputs in addition to the estimates for Market Rent, including the assumptions for rental growth, the exit rate and the discount rate. For this reason our preference is to place higher importance on the initial and subsequent yield pattern, which we shall compare with recent transactions in the market, using the DCF analysis as support.
XVI. OUTLINE OF REPORT CONTENT We will provide you with a Full Valuation report, which will include the following sections:
Summary Instructions Assumptions & Special Assumptions Date of Valuation Inspection Information Supplied Location Catchment Area Description General State of Repair and Maintenance
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Areas Merchandising Mix Site and Environmental Considerations Town Planning and Cadastral Use Commercial Regulations – Trade Licenses Tenure Tenancies, Expiry Profile and Rental Income Centre Management, Service Charges and Maintenance Costs Performance Market Commentary Competition Analysis Market Rent Valuation Methodology And Rationale Valuation Certainty Market Value Valuation Considerations and Final Comments Confidentiality Disclosure and Publication
The Report will also include: SWOT analysis
Commentary around affordability of leases
With regard to your request of: Comparisons of (i) sales per sqm and (ii) effort ratios within other relevant outlet villages
Comparable lettings
Comparable transactions
We highlight that no transactions of FOC have occurred in Italy in the last 3 / 4 years and that there is very limited information on comparable rental levels. Where possible, we will do our best to include this.
The Appendices will include: Location Plans, Representative Photographs, Floor Plans and Site Plan, Tenancy Schedule, Valuation calculations and the Instruction Letter or the Terms of Engagement.
XVII. TIMETABLE We will provide you with the draft value by Wednesday 24 July 2013 COB. The Draft Full Valuation Report will be provided by 2 August 2013. We will submit our Final Report upon your approval of the draft.
The extent to which we are able to adhere to these deadlines is dependent upon the early receipt of the information requested.
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XVIII. FEES The fee agreed to undertake this assignment is as follows:
€50,000.00 (Euro Fifty Thousand/00);
Our fee is inclusive of all expenses, but exclusive of VAT (currently 21%) which will be charged at the prevailing rate when the invoice is issued.
Fee becomes payable upon receipt of our invoices.
XIX. PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS We attach the Principal Terms and Conditions of Appointment as Valuers (September 2012) and the General Valuation Principles (September 2012) to which, together with this letter, our instruction will be subject (the “Terms of Engagement”), other than as agreed specifically in writing.
We have agreed to make the following amendments to our Principal Terms and Conditions of Appointment as Valuers:
Clause 3.3: the last sentence is deleted and replaced with the following ‘Payment is due within 30 days of the invoice date’. Clause 4: the reference to 15 days shall be deleted and replaced with 45 days and the penalty interest rate shall be deleted and replaced with 1%. Clause 8: the last sentence ‘The property shall be your sole responsibility.’ is deleted. Clause 10.3: is deleted. Clause 10.9: shall be deleted and replaced with the following: “Responsibility for our valuation extends only to the party(ies) to whom it is addressed. However, in the event of us being asked by you to readdress our report to another party or other parties or permit reliance upon it by another party or other parties, we will do so provided that we are able to agree the terms on which such reliance is given. We reserve the right to charge an additional fee for this, which shall be inclusive in the price outlined in section XVIII headed “Fees” in the engagement letter.”
Clause 10.10: shall be deleted and replaced with the following: “You have told us that you might syndicate or securitise the loan. Subject to the provisions relating to permitted disclosure to potential providers of finance, ratings agencies, issuers of commercial backed security and notes trustees as set out in clause 16.3 below, you may only make our report available to third parties participating in the syndication or securitisation on a reliance basis on the express condition and understanding that the report is provided by you in its entirety and any such party does so on the same basis as laid out in these Terms of Engagement (as defined below), unless otherwise agreed in writing, including, but not limited to, in any reliance letter which may be signed by an agent acting on behalf of such parties (provided that such agent is properly authorised to act on behalf of such party) , with such party deemed to be the client. In the event that a reliance letter is either not agreed and duly executed, or , where it is signed by an agent, is found by law not to bind the underlying principals, reliance by a third party in such circumstances on the report shall be deemed acceptance of the Terms of Engagement. Our report will be addressed to you and will be for your exclusive use save to the extent that we have permitted third parties to rely on the report.”
Clause 10.11: shall be deleted. Clause 10.12: shall be deleted. Clause 14: shall be deleted.
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Clause 16.2: is deleted and replaced with the following ‘Subject to clause 16.1, we all agree never to disclose sensitive details of transactions or our advice without the others’ consent except that you may disclose the report prepared pursuant to this engagement (i) in accordance with applicable law, regulatory requirement or order of a court of competent jurisdiction and (ii) to your directors, officers, employees and professional advisors, your affiliates and their directors, officers, employees and professional advisors, any potential providers of finance, to rating agencies, any issuer of a commercial mortgage backed security in an issue related to the Financing (‘the Issue’) and any notes trustee related to the Issue in each case on a non-reliance basis and provided that they are bound by obligations of confidentiality. Clause 16.3: shall be deleted and replaced with the following: “You shall not mention nor refer to our advice, in whole or in part, in annual accounts, circular or statement or any other document (“Document”) without our prior written approval. We will not approve any mention of our advice in any such Document unless it contains sufficient reference to all the special assumptions and / or limitations (if any) to which our advice is subject. Our approval is required whether or not we are referred to by name and whether or not our advice is combined with others. The foregoing shall not apply to regulatory announcements. Notwithstanding the foregoing, we confirm that we consent to any issuer of a commercial mortgage backed security publishing our advice or the report prepared pursuant to this engagement in any offering document or related documentation for any securitisation in relation to the Financing (as defined in the engagement letter).”.
Clause 16.4 shall be deleted.
XX. PROFESSIONAL LIABILITY, LIMITS OR EXCLUSION OF LIABILITY TO PARTIES OTHER THAN THE CLIENT Please see paragraph 10 of our Principal Terms and Conditions of Appointment attached at Attachment II, as amended in this letter.
In accordance with standard practice, the Valuation Report to be provided will be confidential to the Client and will be provided to the Client for the purposes stated in paragraph V above only and for the sole use of the Lender. To the extent that you ask us to permit third parties to rely on the valuation, we shall consider this provided that such third parties sign a reliance letter in which they agree to be bound by the Terms of Engagement, amongst other things.
XXI. FINAL NOTE We trust that this is an accurate understanding of your requirements and we request that you formally confirm our agreement in writing using the attached fax prior to the commencement of our work. Should you wish to discuss any aspect of our proposal, or require more general information about any of our service lines, please do not hesitate to contact Mariacristina Laria at +39 02 63799 283, or by email at [email protected].
Yours faithfully
CUSHMAN & WAKEFIELD LLP
Francesca Prandi MRICS Mariacristina Laria MRICS Partner Partner
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ATTACHMENTS:
ATTACHMENT I: INFORMATION REQUIREMENTS / CHECKLIST
ATTACHMENT II: GENERAL VALUATION PRINCIPLES AND PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS
ATTACHMENT III: CONFIRMATION FAX
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ATTACHMENT VIII
TEMPLATE RELIANCE LETTER
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD
TO WHOM IT MAY CONCERN Cushman & Wakefield LLP Via Filippo Turati, 16/18 20121 Milano (“the Addressee”) Tel. +39 02 63799.1 Fax +39 02 63799.250 www.cushmanwakefield.com DATE
Dear Sirs
Company XYZ (“the Borrower”) Property ABC (“Property”) Reliance Letter
We refer to our valuation dated ……… addressed to GOLDMAN SACHS INTERNATIONAL (“the Client”) in respect of the Property (“Valuation”). Cushman & Wakefield LLP prepared the Valuation report for contribution to a Fund and we understand that you, the Addressee, are otherwise involved in the financing of this transaction and wish to rely on the Valuation for that purpose (“the Purpose”).
We agree that the Addressee may rely upon the Valuation as if it was originally commissioned by the Addressee for the Purpose at the date when the Valuation was produced (subject to the terms contained herein). This is on the basis that the Addressee acknowledges and accepts:
a. that the same terms and conditions of our appointment for the Valuation (as agreed with the Client) will apply to the Addressee as if it had originally been a party to the letter of instruction. We have attached those terms and conditions for your convenience.
b. that the Valuation is produced as at the date of issue but that circumstances and conditions may change over time and affect the accuracy and reliability of the views and information contained therein.
c. that we will not have any duty, obligation or liability, whether in terms of amount, nature or scope, to the Addressee which is greater than that which we have to the Client if the Addressee had been the Client. However, our aggregate liability to you in relation to the Valuation shall not exceed 20 times the fee paid.
d. that the contents of the Valuation are intended to be confidential to the original Client and to yourself and for the purpose stated in this letter. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of its contents.
e. that before the Valuation or any part of its contents are reproduced or referred to in any document, circular or statement or disclosed orally to a third party, our written approval as to the form and context of such publication or disclosure must first be obtained. Such publication or disclosure will not be permitted unless, where relevant, it incorporates the
Iscritta nel ruolo degli agenti d’affari in mediazione al N. 14936 del 8/5/2008 C.C.I.A.A. di Milano – Registro Imprese di Milano N. 06159600961 - R.E.A. N. 1873621. Sede legale e amministrativa: Via Filippo Turati 16/18, 20121 Milano - Codice Fiscale e Partita IVA N. 06159600961. Cushman & Wakefield LLP è una società personale a responsabilità limitata (Limited Liability Partnership) registrata in Inghilterra e Galles con il N. OC328588. Il termine partnership può essere riferito ad un membro di Cushman & Wakefield LLP o ad un impiegato o consulente con ruolo e qualifiche equivalenti. La lista dei membri di Cushman & Wakefield LLP è disponibile presso la sede di Londra, W1A 3BG, 43/45 Portman Square
special assumptions referred to herein. For the avoidance of doubt, such approval is required whether or not this firm is referred to by name and whether or not our Valuation Report is combined with others.
Yours faithfully
CUSHMAN & WAKEFIELD LLP
______Joachim Sandberg FRICS
______Francesca Prandi MRICS Mariacristina Laria MRICS
Agreed and accepted:
______
Date:
Encl
.
GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD LLP 2