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Annual Report 2018 Arcapita 2 Annual Report 2018 ANNUAL REPORT 2018 ARCAPITA 2 ANNUAL REPORT 2018 OVERVIEW TABLE OF 4 Geographic Presence CONTENTS 5 Our Values 6 Directors’ Report 7 CEO’s Message 8 Financial Highlights OUR BUSINESS 10 Clients 10 Investment Focus 11 Investment Process 12 Real Estate 14 Private Equity CORPORATE GOVERNANCE FRAMEWORK 16 Board of Directors 16 Board Committees 17 Management Committees 18 Code of Business Conduct 18 Compliance 19 Organizational Structure and Business Divisions ARCAPITA GROUP HOLDINGS LIMITED 22 Shari’ah Supervisory Board’s Report to Shareholders 23 Auditors’ Report ARCAPITA INVESTMENT MANAGEMENT B.S.C.(C) 60 Shari’ah Supervisory Board’s Report to Shareholders 62 Auditors’ Report OUR PEOPLE 78 Board of Directors 80 Shari’ah Supervisory Board 81 Senior Management 84 Management Team ANNUAL REPORT 2018 3 ARCAPITA OVERVIEW Arcapita offers investors and shareholders diversified investment opportunities which adhere to Shari’ah principles. At the center of one of the fastest growing wealth markets in the world, Arcapita’s management team has been serving an exclusive group of investors in the GCC region and Southeast Asia for more than 20 years. With offices in Bahrain, Atlanta, London and Singapore, Arcapita’s senior management team has overseen over 80 transactions with a total transaction value in excess of $30 billion and possesses the footprint to invest on a global scale. ARCAPITA 4 ANNUAL REPORT 2018 Geographic Presence ATLANTA LONDON BAHRAIN SINGAPORE ARCAPITA OFFICES SELECTED COUNTRIES WHERE MANAGEMENT HAS OVERSEEN INVESTMENTS ANNUAL REPORT 2018 5 ARCAPITA Our Values Originality Integrity Arcapita aims to provide innovative Arcapita aims to attract and retain people with and proprietary alternative investment the fortitude to do the right thing at all times opportunities Prudent Risk Management Alignment of Interests Arcapita strives to achieve sustainable growth Arcapita aims to align its interest with through maintaining a robust capital base and investors and shareholders through retaining sound risk management processes a sizeable equity stake in all transactions offered to stakeholders Transparency Professionalism Arcapita is committed to accurate and timely Arcapita is committed to recruiting and disclosure of information to its stakeholders retaining the best talent in the field Ethical Investment Policy Arcapita aims to invest in morally and ethically sound companies and products, and does not invest in non Shari’ah-compliant activities ARCAPITA 6 ANNUAL REPORT 2018 Directors’ Report Fiscal year 2018 We are pleased to report that Fiscal Year To support our growth, we expanded (“FY”) 2018 was another successful our GCC and US investment teams, and year for Arcapita with revenues of added additional depth to our Investors ABDULAZIZ H. ALJOMAIH $37.9 million and net income of $12.4 Relationship Management team, which CHAIRMAN million, marking five years of continued maintains strong relationships with profitability, accelerating investment our investor base across the Gulf. We activity and strong fundraising across also continued to strengthen other the Gulf. Arcapita’s balance sheet departments in order to ensure that remains robust with total assets of our key functions grow in line with the $354.1 million, and total equity of needs of the overall business. $219.7 million, including $33.0 million in As always, our goal is to provide reserves. innovative alternative investment We have completed four investments opportunities for our investors and worth a total transaction value in deliver attractive returns to all excess of $400 million across the stakeholders. With a robust pipeline US and the GCC. These included the of investment opportunities, we acquisition of a $148 million portfolio have set ambitious investment and of senior living communities in Chicago, fundraising targets for FY 2019. On US; a $62 million investment in a behalf of Arcapita’s Board of Directors, portfolio of logistics assets in Dubai, I would like to thank our clients and UAE; a $143 million investment in shareholders for their continued support the leading provider of signage and and look forward to another successful lighting solutions in the US; and a $51 year ahead. million acquisition of a boutique female fitness chain in Saudi Arabia. With the completion of these transactions, Arcapita’s portfolio now comprises eleven investments with an aggregate transaction value of over $1 billion. Our global presence, lean investment teams, and deep industry relationships position us well to take advantage of the Abdulaziz H. Aljomaih changing global economic landscape, Chairman and we are confident in our ability to continue to provide our investors with distinctive investment opportunities. Arcapita’s management team has over two decades of experience in managing Shari’ah-compliant alternative investments across the globe, and we are excited about accelerating our investment activity in the geographies and sectors we know best. ANNUAL REPORT 2018 7 ARCAPITA CEO’s Message With over 20 years of experience, In FY 2018, Arcapita increased its equity Arcapita’s management team has built an base to over $200 million through a investment platform with the capability capital raise that received substantial ATIF A. ABDULMALIK to source proprietary investment support from our existing shareholder CEO opportunities across the globe. We base while simultaneously attracting have a diversified business model and a new investors as Arcapita shareholders. veteran management team that brings We believe that our expanded balance decades of deal sourcing, structuring sheet will allow us to accelerate our and portfolio management expertise. investment activity and deliver on our long-term business plan targets. Our team is focused on several thematically driven sectors that are As we look towards FY 2019 and poised to experience significant growth beyond, we remain confident that we over the medium to long term. In the US, have built the key attributes to support a rapidly aging population is sustaining a diversified, flexible, and sustainable our interest in the senior living business model, which will allow us to sector, where we have a strong and deliver consistent results as we grow our established track record, while growing franchise in the region. college enrollment and supportive demographics are increasing our appetite for student housing transactions. In the US and MENA, increased supply chain sophistication and penetration of e-commerce are driving significant demand for industrial and logistics services, a sector where we are exploring Atif A. Abdulmalik several private equity and real estate CEO opportunities. As a firm, we believe in the importance and value of long-term relationships with our shareholders, investors and investment partners. We utilize these partnerships to bring a range of different dimensions to our services and investments, resulting in access to high-quality transactions and efficient execution. ARCAPITA 8 ANNUAL REPORT 2018 Financial Highlights Figures in US$ million unless FY FY FY FY FY otherwise noted 2014 2015 2016 2017 2018 Total Income 29.3 35.5 36.2 33.5 37.9 Net Income 10.1 11.4 12.2 8.1 12.4 Net Income Margin (%) 35% 32% 34% 24% 33% Total Equity 50.5 86.1 130.2 132.3 219.7 Dividend as a Percentage of 5% 7% 7% 7% 7% Paid-up Capital (%) TOTAL INCOME NET INCOME $37.9 million $12.4 million 37.9 14 40 35.5 36.2 12.2 12.4 33.5 12 11.4 35 29.3 10.1 30 10 8.1 25 8 20 6 15 4 10 2 5 0 0 FY FY FY FY FY FY FY FY FY FY 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 TOTAL EQUITY DIVIDEND (as a percentage of paid-up capital) $219.7 million 7% 8% 250 219.7 7% 7% 7% 7% 7% 200 6% 5% 132.3 5% 150 130.2 4% 86.1 100 3% 50.5 2% 50 1% 0 0% FY FY FY FY FY FY FY FY FY FY 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 ANNUAL REPORT 2018 9 ARCAPITA OUR BUSINESS Arcapita’s core business is offering its clients real estate and private equity transactions on a deal-by-deal basis. After a transaction is completed, Arcapita syndicates a portion of the underwritten equity with its investor base while maintaining a sizable equity position in each transaction, thus aligning its interests with investors. ARCAPITA 10 ANNUAL REPORT 2018 Our Business CLIENTS Industrial and Logistics Arcapita maintains a network of over Growth in e-commerce and increased 1,300 valuable investors from across sophistication of supply chains is the GCC and Southeast Asia. Arcapita’s creating significant demand for more investor base is primarily comprised efficient logistics and warehousing of investors from the following four services. As a result, companies are categories: increasingly outsourcing complex supply chain activities to specialized operators. • High Net Worth Individuals Given senior management’s track record (“HNWI”): individuals with in this sector and the positive investor investable assets in excess of $1 returns generated by investments such million; as PODS and 3PD, the team will continue to seek opportunities in the freight- • Family Offices: professional entities forwarding, last-mile delivery and set up to manage the investments, contract logistics subsectors. business affairs and philanthropic interests of high net worth families; Healthcare and Wellness • Institutions: large, sophisticated In addition to the significant growth in investment groups that include the global senior population, the 65 and pension funds, university over age demographic is also increasingly endowments, asset managers and wealthy. In the US, the baby boomer insurance companies; and population is estimated to control 70% of the population’s disposable • Sovereign Wealth Funds (“SWFs”): income and by 2022, this demographic state-owned investments funds that is projected to inherit approximately invest in real and financial assets on a $15 trillion from parents and spouses. global scale. Capitalizing on these demographic tailwinds, Arcapita’s core management INVESTMENT FOCUS team has an established track record in the senior living real estate sector with Arcapita’s core business model will eight transactions completed, worth a continue to revolve around offering total transaction value of approximately its investors real estate and private $1.8 billion.
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