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Subordinated, Commercial Property Backed Bond Issue COMPANY Subordinated, commercial property backed bond issue COMPANY DESCRIPTION SECURITIES NOTE May 2017 Important notice This document is not and should not be construed as an offer to sell or solicitation of an offer to buy any securities. The statements of fact, information, opinions and estimates contained in this document have been obtained, compiled or arrived at by United Partners Group, its founders and its associated companies from sources believed or to be reliable and in good faith, but no representation or warranty expressed or implied is made as to their accuracy, completeness or correctness. In particular any numbers, valuations and schedules contained in this document are preliminary and are for discussion purposes only. The information contained in this document is published for the assistance of recipients but is not to be relied upon as authoritative or taken in substitution for the exercise of judgement by any recipient. United Partners Group, its founders and its associated companies accept no liability whatsoever for any direct or consequential loss arising from the use of this document or its contents. Expressions of opinion herein are subject to change without notice. United Partners, its founders and its associated companies and/or their officers, directors or employees may or not have positions in any securities or investments mentioned herein, and may from time-to-time add to or dispose of any such securities or investments. This document should not be used for advertising, broadcast or as product endorsement purposes or exploit the information available in this document to any third parties in any manner without the written consent of United Partners. The Notes are subordinated to all unsubordinated claims against the Issuer. The subordination of the Notes means that upon the liquidation or bankruptcy of the Issuer, all the claims arising from the Notes shall fall due in accordance with the Terms and Conditions of the Notes and shall be satisfied only after the full satisfaction of all unsubordinated recognised claims against the Issuer in accordance with the applicable law. Consent of the bond-holders is not necessary for effecting bail-in measures by the resolution authority. The Notes may be redeemed prematurely by the Issuer on the grounds set forth in the Terms and Conditions of the Notes only if the Estonian Financial Supervision Authority has granted its consent to the early redemption. The decision on granting the consent involves certain amount of discretion by the competent authority and the early redemption is therefore beyond the control of the Issuer. Investing into bonds involves risks. While every care has been taken to ensure that this Project Description presents a fair and complete overview of the risks related to the Issuer, the operations of the Issuer and its subsidiaries, and to the Notes, the value of any investment in the Notes may be adversely affected by circumstances that are either not evident at the date hereof or not reflected in the Project Description. Executive summary Contents . Executive summary . Key terms of the notes and the project. Overview of the anchor tenant and its market position in the Baltics. Overview of the property . The property in figures, property location, tenant base, important markets, competitor analysis and future outlook of the Issuer. Organisation and legal structure . Introduction to United Partners Group and overview of property investments. Key members of the team, Issuer’s corporate structure and corporate governance. Financial performance . Group financials, project financial forecasts, assumptions, and revenue distribution. Bond issue . Bond terms, investor’s rights and certified adviser. Risk factors . Most significant risk factors related to the Notes and the Issuer. Contacts 2 Executive summary Executive summary . The issue has already been fully subscribed by investors. The proceeds of the Issue were used to acquire Rimi LC Property. The shareholders of the Issuer have decided to admit the Notes for trading on First North: . To improve existing and create new investor relationships; . To provide transparency for existing investors; . To create publicity for United Partners Group; . To contribute to creating activity in publicly traded securities in the Baltics. Key terms of the Notes: . Type: subordinated bonds . Collateral: secured notes (Before the Merger: guarantee, After the Merger: 2nd rank mortgage on the Property) . Legal advisors: Ellex Raidla Advokaadibüroo OÜ (EE); Law Firm Ellex Valiunas ir partneriai (LT) . Collateral agent: K53 Collateral Agent OÜ (subsidiary of Advokaadibüroo TGS Baltic AS, former VARUL Law Firm) . Maximum aggregate value of the Notes: EUR 4.7M . Issue date: April 17th 2017 . Maturity date: April 17th 2022 . Coupon rate: 8% p.a., quarterly payments . Collateral: Rimi LC (the Property) . Central Rimi logistics and distribution point in Lithuania. Colliers valuation report on 30/01/2017: EUR 15,350,000 . Net Operating Income EUR 1,196,000 (triple net) . Anchor tenant (i.e. 87% of income): RIMI Baltic part of ICA Gruppen . Land plot 4.18 hectares and 21,188m2 of storage and office area 3 Executive summary ICA Gruppen . Established in 1938, ICA Gruppen’s core business is grocery retail. The Group includes ICA Sweden and Rimi Baltic which mainly conduct grocery retail, ICA Real Estate which owns and manages properties, ICA Bank which offers financial services and Apotek Hjärtat which conducts pharmacy operations. Number of stores and pharmacies as at 31.12.2016: 2,103 Sales per Segment Sales 2016: EUR 10.9 billion Operating profit: EUR 494 million ICA Sweden Rimi Baltic Apotek Hjärtat The leading grocery retailer in Sweden Grocery retail operations in Estonia, Latvia and Sweden’s second largest pharmacy chain Lithuania Revenue 2016 EUR 7.77 billion Revenue 2016 EUR 1.43 billion Revenue 2016 EUR 1.32 billion Operating profit 368 million Operating profit 55 million Operating profit 46 million Stores 1,306 Stores 264 Pharmacies 390 ICA Real Estate Portfolio Companies ICA Bank One of the largest commercial real estate companies in Hemtex and inkClub Focused on mobile offering the Nordic region, focusing on retail properties Revenue 2016 EUR 249million Revenue 2016 EUR 138 million Revenue 2016 EUR 90 million Operating profit 52 million Operating profit 2,5 million Operating profit 5 million 4 Executive summary Rimi Baltic – parent of the anchor tenant . Established in 2004 when Finnish Kesko and Swedish ICA Gruppen agreed to merge their operations in the Baltics. Rimi Estonia Rimi Latvia Rimi Lithuania Competitive market with 5 equally big retailers Rimi currently market leader after gaining market Rimi current #2 in the market after acquiring IKI in shares in 2016 December 2016 Revenue 2016 EUR 313 million Revenue 2016 EUR 389 million Revenue 2016 EUR 722 million Estimated 2017 900 million Stores 88 Stores 119 Stores 57+230 BALTIC GROCERY RETAIL MARKET SHARE Norfa 11% Maxima Rimi Rimi Rimi 19% 16% Other 24% 31% 27% Other Selver 24% 16% Coop Top! Narvesen 22% 9% 1% Prisma Maxima Mego Prisma Prisma Maxima Other 9% 26% 5% 1% 18% 2% 39% Net sales (left) and Operating profit (right) in mEUR 1,600 50 1,200 40 30 800 20 400 10 0 0 2013 2014 2015 Net sales Operating profit 5 Executive summary Overview of the company Organisation and legal structure Financial performance Bond issue Risk factors Contacts Overview of the company Project in figures The Issuer UPP & CO KAUNO 53 OÜ, an Estonian SPV founded by United Partners Property. Its sole purpose is to be the holder of 100% of shares of Promalita UAB who is the owner of Rimi LC (logistics centre) at Kauno 53, Vievis, Lithuania (the Property) after the merger of Retmeta UAB and Promalita UAB. The Property: 2007 Year of construction 21,232m2 Gross building area 21,188m2 Gross leasable area 19,776m2 Storage area (93% of GLA) 1,412m2 Office and other area (7% of GLA) 4.18 ha Land plot 187 Total out-door parking spaces 38 Loading bays RIMI, CAT, Girteka Tenants 87% of income RIMI Baltic (UAB Hakonlita) 3% Vacancy* Indexed Lease conditions (triple-net cost coverage) €15,350,000 Colliers 30/01/2017 Valuation €1,235,841 Total property income €40,841 Operating expenses €1,195,000 Net Operating Income *NASDAQ Vilnius Services UAB will occupy 386m2 of office space, Girteka will rent additional 154m2 and Girteka Logistics additional 75m2 from June 1st, leading to 0% vacancy. 7 Overview of the company Targeted B2B segment . Currently the property has a 6-year binding lease term with anchor tenant Rimi. Should we fail to extend the current lease term the following market segment will be targeted: . Firmographics . Industry: Large retail grocery chains or (frozen) food processers; . These industries usually require large amounts of quality warehouse floor space . Location: Numerous stores located in Southern Lithuania (Vilnius, Kaunas, Klaipeda); . Multiple locations require distribution points which we achieve to create . Size: Very large companies with annual revenues > 100 mEUR; . The above mentioned industry companies with revenues above 100 mEUR need systemized logistics and large hubs in order to achieve such results . Status and structure: Subsidiaries or outlets of a larger organization; . Subsidiaries of large foreign companies need distribution points in their target countries . Performance: Steady growth in revenues; . Growing revenue means more units sold . Evidence of high loyalty. 8 Overview of the company Location of RIMI LC 9 6 7 5 4 8 1 2 3 1. RIMI LC 2. Finejas LC
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