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Derby, Derby, DE1 2PL JLL Non-Reliance Disclosure Disclaimer Without prejudice to the right of any Addressee (as such term is defined on page [7] of the attached document) to rely on the attached valuation report prepared by Jones Lang LaSalle Limited ("JLL") dated 4 June 2019 (the "Property Valuation Report"), the copy of the Property Valuation Report attached hereto is provided for information only and, except as otherwise expressly agreed by JLL, you may not rely on it. It is for you to form your own view or take your own property and other professional advice independently of and without any reliance on, it. Without prejudice to the confirmations given by JLL in relation to the Property Valuation Report, details of which are provided in the Offering Circular in relation to the notes issued by DECO 2019-RAM Designated Activity Company, dated [•] 2019 under the heading, "—Initial Valuation Disclaimer", neither JLL, DECO 2019-RAM Designated Activity Company nor Deutsche Bank AG, London Branch assumes any responsibility or liability to you in connection therewith or gives any undertaking to provide any additional information or correct any inaccuracies in it. JLL's work in preparing the Property Valuation Report was undertaken, and such Property Valuation Report was produced, sole in accordance with the terms of JLL's engagement agreed with Deutsche Bank AG, London Branch and constitutes a report to the Addressees alone. You may not rely on the contents of this document unless you have received and countersigned a reliance letter from JLL, or such letter has been received and countersigned on your behalf by a party having the legal authority to do so. Jones Lang LaSalle Valuation Advisory Client: Deutsche Bank Property: Intu Derby, Derby, DE1 2PL June 2019 Property: Intu Derby, Derby, DE1 2PL June 2019 Intu Derby, Derby, DE1 2PL Executive Summary Key Property Facts Inspection Basis: Internal inspection Macro Location: Regional Micro Location: Prime Sector: Shopping Centre County: Derbyshire Total Property Area: 1,346,172 sq. ft. Tenure: Majority Freehold and part Leasehold (Riverside car park) Number of Tenants: circa. 200 (including Kiosks and car park). Percentage Vacant: 8.34% vacant by Market Rent Total Rent Reserved: £27,590,080 per annum on a topped up basis Net Income: £24,204,728 per annum on a topped up basis Income Stream: Reversionary by 9.6% (including vacancy). Reversionary by 0.48% (excluding vacancy). Covenant Strength: Good AWUT: 6.17 years to break. 7.24 years to expiry. Valuations as at: 4 June 2019 Market Rent of a 100% £30,244,855 per annum interest: Market Value of a 100% £351,000,000 (Three Hundred interest: and Fifty-One Million Pounds) IY: 6.51% EY: 7.23% RY: 7.65% Purchasers Costs: We have allowed for Stamp Duty Land Tax as follows: Market Value of up to £150,000, zero; next £100,000 (the portion from £150,001 to £250,000), 2.00%; remaining amount (the portion above £250,000), 5.00%. © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. Property: Intu Derby, Derby, DE1 2PL June 2019 We have also allowed for agents and legal fees plus VAT at lower than market rates, as is accepted in the market for properties within this price banding. These rates amount to 0.90% in total (0.5% agent’s fees and 0.25% legal fees plus VAT). Location ■ The property is located in Derby, a busy and popular city in Derbyshire, and the third largest city in the East Midlands. The city has an extensive primary catchment estimated by PROMIS to be 387,000 at the end of 2018. ■ Derby is a major regional retailing destination located off the M5 and M6 motorways. Nearby competition comes from Nottingham which is circa 15 miles east and provides an Intu shopping centre and Leicester which is circa 30 miles to the south and provides The Haymarket and Highcross shopping centres. ■ The property is a regionally dominant scheme; it provides the majority of Derby’s retail provision and forms the prime pitch. ■ Retailing competition from within Derby comes from the Cathedral Quarter to the north, with the strongest pitches being on Iron Gate and the pedestrianised Corn Market which are both south of the historic cathedral and link with the subject property to the south. St Peter’s Quarter was the primary retail location of Derby prior to the development of the subject property, and is still home to Waterstones, Footlocker, Poundland, Tesco, Burton and Primark amongst others. ■ The subject property remains the dominant retail destination within Derby with other areas being secondary or tertiary in nature. The footfall created by the St Peter’s retail quarter in particular can serve to aid visitations to the retail offering within the Intu centre. Description ■ Intu Derby, previously Westfield Derby, was completed in 2007 following a major redevelopment and extension of the Eagle Shopping Centre. ■ The property comprises over 200 stores, including a food court and a 12 screen Showcase Cinema de Lux which is arranged over two floors. There are four car parks which provide a total of 3,587 parking spaces. The Riverside car park is located to the north of the centre and provides 932 spaces over three levels, the Centre car park is in the core of the property and provides 1,941 spaces over three upper floor levels and the Basement car park provides 647 spaces over the basement level. There is a short stay car park to the south of the property off Bradshaw Way which provides 99 spaces over ground floor level. ■ The subject property is anchored by Marks & Spencer, Sainsbury’s, Showcase Cinema, Debenhams and a Market Hall and provides a mixed offering from convenience to upper fashion. Tenants include Next, H&M, Sports Direct, The Works, Poundland, Holland & Barrett, H Samuel and Boots. ■ The subject property produces a gross topped-up income of £27,590,080 per annum and a net topped-up income of £24,204,728 per annum. ■ The gross Market Rent is £30,244,855 per annum, reflecting a 9.62% reversion against the gross income. ■ When car park, mall, market and turnover income are removed, the centre benefits from a slightly above average WAULT to break of 6.17 years and WAULT to expiry of 7.24 years. ■ The below table outlines the income contribution of the top ten tenants, excluding the Car Park and Mall Income, which account for 16.35% and 5.5% of the income respectively. © 2019 Jones Lang LaSalle IP, Inc. All rights reserved. Property: Intu Derby, Derby, DE1 2PL June 2019 Tenant Name Rent % AWULT Natl Amusements (Showcase Cinema De Lux) £1,230,290 5.6% 8.96 yrs Debenhams Properties Ltd (t/a Debenhams) £1,209,873 5.6% 13.36 yrs Marks and Spencer plc (t/a Marks and Spencer) £1,150,000 5.3% 22.66 yrs Next Group plc (t/a Next) £832,037 3.8% 2.81 yrs Boots Properties Ltd (t/a Boots) £585,000 2.7% 18.57 yrs Sainsbury's Supermarkets Ltd (t/a Sainsbury's) £499,000 2.3% 7.06 yrs H&M Hennes Ltd (t/a H&M) £482,205 2.2% 3.32 yrs Matalan Retail Ltd (t/a Matalan) £434,700 2.0% 6.37 yrs Top Shop Topman Properties Ltd (t/a Top Shop) £350,000 1.6% 3.06 yrs SportsDirect (DER113) - To Be Surrendered £350,000 1.6% 0.33 yrs ■ The lease to Debenhams falls within category A in the CVA, reflecting no reduction in passing rent. We also understand there is interest in the unit from Primark, leisure operators and serviced office providers in the event of a potential downsize. ■ The lease to Topshop falls within category B5 in the CVA, reflecting a 50% reduction in passing rent. Consequently, the tenant’s contribution to total income has fallen from circa. 2.5% to 1.6%. ■ Sports Direct are due to surrender their lease to unit SU113 (which is currently holding over and accounts for 1.6% of total income) and re-locate to 59-61 St Peters Street Analysis Strengths Weaknesses ■ The property is held freehold with the exception of the ■ The vacancy level is at 8.34% by Market Rent and 5.37% Riverside car park held on a long lease from the Council. by area which is slightly higher than is typical for a scheme of this size. It does highlight a slight ■ Intu Derby is ranked as 24th in the UK by CACI based on supply/demand imbalance which is of benefit to retailers total spend, putting it in the top 1% of centres in the UK. when negotiating on renewals or lettings. ■ The property is the dominant shopping destination in its ■ The Arcadia unit is categorised as a B5 within its CVA catchment and benefits from below average competition which results in a reduction in rent of 50% which has from within Derby itself and from centres outside. been reflected in our valuation. ■ The property was extensively redeveloped by Westfield in ■ A large volume of retailers are assessing their options for 2007, one of the most dominant and reputable shopping store rationalisation or property cost reduction. Some of centre asset managers in Europe. these options include CVA’s but others are relying on ■ Footfall levels have risen steadily over the past three strong negotiating tactics on lease renewals or new years from 20,605,968 to 22,307,912 in 2018. lettings. Tenants that have expressed nationally an interest to rationalise or reduce costs include Marks and ■ The car parking income accounts for 16.35% of income Spencer, Monsoon and Accessorize, Carphone and is the main parking provision in the city centre.
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