RF-Corval-Montague-Trust-IM-Final
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P 2 Important information This Information Memorandum (IM) is dated on or about 30 April 2019 and has been issued by RF CorVal Partners Limited ACN 130 628 830 (Trustee or RF CorVal). RF CorVal is the holder of Australian Financial Services Licence No. 326118. This IM is not a prospectus or a product disclosure statement, and therefore does not have to comply with the relevant provisions of the Corporations Act 2001 dealing with disclosure documents. This IM is for the sole use of the recipient and may not be reproduced or distributed to any other person. If you have received this document from anyone other than RF CorVal, please return it to RF CorVal. This IM outlines some of the key points in relation to the investment. The matters included in this IM do not constitute a comprehensive statement of the costs, benefits, risks and other characteristics of the investment. Potential investors should read this IM in its entirety, obtain advice from a suitably qualified professional advisor and make their own assessment of the investment before deciding to invest. This IM does not constitute advice on legal, taxation and investment matters and does not take into account the investment objectives or the personal financial circumstances of any person to whom it is provided. Disclaimer Whilst this IM includes information about the nature of the investment, the Property and other matters, it is not exhaustive in its contents and should not be considered as such. All projections and forecasts in this IM are for illustrative purposes only. They are based on the opinions of, and the assumptions and qualifications made by the directors of RF CorVal as at the date of this IM. Actual results may be materially affected by changes in economic and other circumstances. Any reliance placed upon the accuracy of projections, forecasts and other information provided in this IM, and the appropriateness of opinions, assumptions and qualifications used, is a matter for your own commercial judgement. No representation or warranty is made that any projections, forecasts, values, assumptions or estimates contained in this IM can or will be achieved. RF CorVal and its directors, officers, employees, advisers and representatives give no warranty and make no representation in respect of the contents of this IM, nor do they accept any responsibility for the accuracy, reliability or completeness of the information provided in this IM. Investors Investment is only available to investors who are “wholesale clients” within the requirements of section 761G of the Corporations Act 2001 (Cth) or who are otherwise entitled to invest – see section 17 for more detail. P 4 1 Executive Summary 6 2 Offer Highlights 8 3 Property Overview 16 4 Horticulture Industry Overview 19 5 Montague 28 6 Comparable Investment Sales 39 7 Lease Summary 41 8 Investment Strategy 44 9 SWOT Analysis 49 10 RF CorVal 51 11 Investment Structure 54 12 Forecast Financial Information 56 13 Sensitivity Analysis 59 14 Gearing 60 15 Risk Factors 61 16 Fees 65 17 Investors and Minimum Investment 65 18 Additional Information 69 19 Conclusion and Transaction Timing 71 20 Steps to Invest 72 Application Form Accountant’s Certificate Adviser’s Certificate 1 EXECUTIVE SUMMARY RF CorVal is pleased to present to investors the opportunity to invest in the RF CorVal Montague Trust (Trust). The Trust is a single asset trust that, subject to the completion of due diligence to the satisfaction of RF CorVal and successful equity raising under this Information Memorandum (IM), will acquire a state of the art packing and distribution facility on a fund through basis from Montague Group (Montague). From the expected completion of the building in July 2020, the Property will be leased by Montague for an initial term of twenty years, together with three further options, including one ten year option plus two further five year options. The Property is located at 18 Horswood Road, Narre Warren North, Victoria (Property). As vendor of the site, this is a key strategic location for Montague, adjoining their existing facilities that comprises cold stores, fruit processing facilities, residents and its orchards. The total acquisition cost is $33m which reflects an initial yield of 8.0% and $1,758 per sqm over the improved lettable area. Under the fund through structure, the unimproved land is to be acquired upfront for $1.5m, with construction of the building to then be progressively funded by the Trust, from equity and debt sources, through until its projected completion in July 2020. The Property will replace Montague’s current packing facility, and will allow them to double their handling and packing capacity and significantly improve efficiency. The expansion is needed to support both Montague Orchards and external growers in the rapidly growing volumes of controlled variety fruit, whilst supporting the anticipated growth of Montague Retail sales, particularly in exports. The Trust will be funding the ‘base building’ component of the Property and Montague themselves will be funding the installation of state of the art packing and sorting equipment for a further $15m at the Property, using their own funds. The lease structure will be such that, in addition to Montague being responsible for the payment of the base rent and all property outgoings, they will also be responsible for the costs of operating and servicing the mechanical appliances at the Property. On account of this, the Trust is forecast to receive predictable net cash flows from the Property over the intended Trust term of seven years. Rent reviews occur annually from the third anniversary of the lease commencement date, with fixed increases to be applied on the greater of 2.50% or CPI. The immediate area is predominantly rural living in nature with favourable zoning and willingness by council to create low density residential within close proximity of the south eastern working centres (Dandenong and Yarra Valley region). The area is well serviced with facilities complementing residential occupation including access to major arterial roads, the Fountain Gate shopping centre and both primary and secondary schools. RF CorVal is cognisant of the growing population and urban sprawl occurring in South East Melbourne, and has therefore negotiated a Development Clause within the Montague lease to allow for a possible higher and better use for the underlying land in the future. P 6 The proposed gearing level for the Trust is 55%, which based upon the cost known to date, requires an equity raising of $16.5m. To maintain an alignment of interest with Trust investors, the senior executives, Directors and shareholders of RF CorVal will subscribe between 5% - 10% of the Trust equity raise. In addition, shareholders of the Montague business itself (being the Montague family members) will subscribe between 15% - 20% of the Trust equity raise. 2 OFFER HIGHLIGHTS Projected Trust 11.0% equity IRR (a) Projected Trust The projected Trust Earning Per Unit (EPU) is forecast to be 7.0% during the EPU and DPU (a) (b) fund through period from May 2019 to June 2020 and then average 9.0% over the investment term (from completion). Subject to the performance of the Trust over this period, Distributions Per Unit (DPU) will be paid in line with the EPU, thereby providing Investors with an attractive income yield in the current low interest rate environment. See page 14 for further information on the projected Trust EPU and DPU. Trust equity raise $16.5m RF CorVal Between 5% - 10% of the equity raise. co-investment Montague Between 15% - 20% of the equity raise. co-investment Montague’s Montague will be investing a substantial amount into the facility itself, investment into installing state of the art packing and sorting equipment at a cost of the facility approximately $15m. Substantial tax Indicative tax depreciation benefits provided by an independent consultant depreciation indicates 100% tax deferral from the projected lease commencement date of July 2020. FY21 FY22 FY23 100% 100% 100% P 8 Attractive purchase The agreed purchase price for the Property is $33.0m, which reflects an price metrics attractive purchase yield of 8.0% based upon the agreed commencing rent with Montague post completion of the Property. The Property purchase price of $33.0m has also been supported by an independent property valuation as prepared by Jones Lang LaSalle. The initial property yield of 8.0% is considered to be attractive in the current investment environment, considering the length of the initial lease term, tenant covenant, stamp duty efficient acquisition structure and the nature of the underlying improvements. Distribution during Included within the agreed purchase price of $33.0m is an allowance of $1m construction period to be paid to Trust investors by way of income distributions at a distribution rate of 6.5% during the construction period Montague tenant Montague is a well-established grower and distributor in the fresh fruit covenant industry, operating for over 70 years and currently employing over 300 staff. The business commands large market share of both the apples (18%) and stonefruit (15%) industries. Long standing relationships exist with both major supermarkets in Australia with 66% of Montague’s customer contracts relating to Coles (35%) and Woolworths (31%). Separately to this, RF CorVal engaged ShineWing Australia on behalf of the Trust to perform a financial review of the Montague business within the context of the proposed transaction. As the long-standing auditor of Montague’s financial accounts, ShineWing were well positioned to use their existing knowledge and insight to scrutinise Montague’s business and forecasts. Further information on the Montague’s financials and findings of ShineWing’s review are detailed in section 5. Long term lease The property will be leased back by Montague for an initial term of 20 years, with three further options, including one ten year option plus two further five year options.