VALUATION REPORT Project Maroon Shopping Centre Portfolio For: Goldman Sachs International Bank Valuation Date: 3 November 2017 2 CONTENTS 1. VALUATION REPORT 3 SCHEDULE OF MARKET VALUES 9 SCOPE OF WORK & SOURCES OF INFORMATION 10 VALUATION ASSUMPTIONS 13 2. MARKET COMMENTARY 18 3. PROPERTY REPORTS 25 THE RUSHES, LOUGHBOROUGH THE VANCOUVER CENTRE, KINGS LYNN THE KINGSGATE CENTRE, DUNFERMLINE 4. APPENDIX A ENGAGEMENT LETTER The contents of this Report may only be relied upon by: (i) Addressees of the Report; or (ii) Parties who have received prior written consent from CBRE in the form of a reliance letter. This Report is to be read and construed in its entirety and reliance on this Report is strictly subject to the disclaimers and limitations on liability on page 17. Please review this information prior to acting in reliance on the contents of this Report. If you do not understand this information, we recommend you seek independent legal counsel. 3 PART I VALUATION REPORT 4 VALUATION REPORT CBRE Limited Henrietta House Henrietta Place London W1G 0NB Fax +44 (0)20 7182 2001 Switchboard +44 (0)20 7182 2000 Report Date 29th November 2017 Addressee The Directors Goldman Sachs International Bank Investment Banking Division 133 Fleet Street London EC4 2BB For the attention of: Alessandro Luca The Properties Shopping Centre Portfolio. Property Description Please see individual property reports attached in Section 3 Ownership Purpose Investment Instruction To value the unencumbered freehold and leasehold interest in the properties on the basis of Market Value as at the valuation date in accordance with the terms of engagement entered into between CBRE and the addressee dated 22 November 2017. Valuation Date 3 November 2017 Capacity of Valuer External Valuer, as defined in the RICS Valuation – Global Standards 2017 Purpose Loan Security only. Market Value £104,700,000 (ONE HUNDRED AND FOUR MILLION SEVEN HUNDRED THOUSAND POUNDS) excluding VAT, as shown in the Schedule of Capital Values set out below. Where a property is owned by way of a joint tenancy 5 in a trust for sale, or through an indirect investment structure, our valuation represents the relevant apportioned percentage of ownership of the value of the whole property, assuming full management control. Our valuation does not necessarily represent the 'Market Value' of the interests in the indirect investment structure through which the property is held. Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached, and has been primarily derived using comparable recent market transactions on arm’s length terms. We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole. Suitability of the We have not been provided with details of the loan properties as security amount and loan terms proposed and therefore for mortgage cannot comment on the suitability of the property for purposes the proposed loan. We recommend that the Bank provides us with these details for our comment. We consider that the properties are suitable for use as loan collateral, although only at a suitable Loan to Value Ratio and with ongoing asset management. Should the assets not be positively managed, and vacancy rates or shortfall costs increase, the value will be negatively affected. The Dunfermline car park requires maintenance and repair work (outlined in the appended report). We recommend this is completed as quickly as possible to avoid further damage being caused during use, and potential for increased costs. We refer you to the individual property reports appended to this document which outline salient points regarding the individual properties and their suitability for loan security. Compliance with The valuation has been prepared in accordance with Valuation Standards the RICS Valuation – Global Standards 2017 including the International Valuation Standards and the RICS Valuation – Professional Standards UK January 2014 (revised April 2015) (“the Red Book”). 6 We confirm that we have sufficient current local and national knowledge of the particular property market involved, and have the skills and understanding to undertake the valuation competently. Where the knowledge and skill requirements of The Red Book have been met in aggregate by more than one valuer within CBRE, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of The Red Book. This Valuation is a professional opinion and is expressly not intended to serve as a warranty, assurance or guarantee of any particular value of the subject property. Other valuers may reach different conclusions as to the value of the subject property. This Valuation is for the sole purpose of providing the intended user with the Valuer’s independent professional opinion of the value of the subject property as at the valuation date. Assumptions The property details on which each valuation is based are as set out in this report. We have made various assumptions as to tenure, letting, town planning, and the condition and repair of buildings and sites – including ground and groundwater contamination – as set out below. If any of the information or assumptions on which the valuation is based are subsequently found to be incorrect, the valuation figures may also be incorrect and should be reconsidered. Variation from None. Standard Assumptions Verification We recommend that before any financial transaction is entered into based upon these valuations, you obtain verification of any third-party information contained within our report and the validity of the assumptions we have adopted. We would advise you that whilst we have valued the Properties reflecting current market conditions, there are certain risks which may be, or may become, uninsurable. Before undertaking any financial 7 transaction based upon this valuation, you should satisfy yourselves as to the current insurance cover and the risks that may be involved should an uninsured loss occur. Valuer The Property has been valued by a valuer who is qualified for the purpose of the valuation in accordance with the Red Book. Conflicts of Interest We confirm that we carried out the valuation of these properties on behalf of the previous lender last in October 2016 for Loan Monitoring purposes. Notwithstanding this, you have agreed that we should carry out this valuation on your behalf. Copies of our conflict of interest checks have been retained within the working papers. CBRE provide agency services to a wide range of retail occupiers and as such, CBRE may represent tenants within the subject properties. An information barrier exists between the Agency and Valuation teams and therefore we consider any conflict to be managed. CBRE have carried out Building Surveys on each of the properties, most recently in 2017 for Loughborough and Kings Lynn. CBRE also provided a report relating to the Dunfermline car park in 2015. 8 Reliance This report is for the use only of the party to whom it is addressed for the specific purpose set out herein and no responsibility is accepted to any third party for the whole or any part of its contents. Publication Neither the whole nor any part of our report nor any references thereto may be included in any published document, circular or statement nor published in any way without our prior written approval of the form and context in which it will appear. Such publication of, or reference to this report will not be permitted unless it contains a sufficient contemporaneous reference to any departure from the Royal Institution of Chartered Surveyors Valuation – Professional Standards or the incorporation of the special assumptions referred to herein. Yours faithfully Yours faithfully Peter Stoughton-Harris MRICS Max Field MRICS Executive Director Director RICS Registered Valuer RICS Registered Valuer For and on behalf of CBRE Ltd For and on behalf of CBRE Ltd T: +44 020 7182 2675 T: +44 020 7182 2684 E: [email protected] E: [email protected] 9 SCHEDULE OF MARKET VALUES Properties Held for Investment Address Freehold Part Freehold/ Part Leasehold Market Value Leasehold The Rushes Shopping Centre, Loughborough £30,300,000 £30,300,000 Vancouver Centre, Kings Lynn £34,100,000 £34,100,000 Kingsgate Centre, Dunfermline £40,300,000 £40,300,000 £104,700,000 NOTE: All Leaseholds are over 50 years unexpired. 10 SCOPE OF WORK & SOURCES OF INFORMATION Sources of We have carried out our work based upon information Information supplied to us within a dataroom populated by London & Associated Properties and Sabal, as set out within this report, which we have assumed to be correct and comprehensive. The Property Our report contains a summary of the property details on which our valuation has been based. Inspection We have inspected the properties on an external basis and retain a schedule of the dates of our inspections within our working papers. Areas We have not measured the Properties but have relied upon the floor areas provided to us in the dataroom, which we have assumed to be correct and comprehensive, and which you have advised us have been calculated using the relevant basis from measurement methodology as set out in (the RICS Code of measuring practice (6th edition) / RICS property measurement (1st edition, May 2015). 11 Environmental We have not undertaken any environmental audit or Matters other environmental investigation or soil survey which may have been carried out on the properties. We have had regard to Environmental Review reports completed by Ambient Environmental and have commented on the individual reports in the reports appended to this document. We have not carried out any investigation into the past or present uses of the Property, nor of any neighbouring land, in order to establish whether there is any potential for contamination and have therefore assumed that none exists.