Valuation Report

Valuation Report

VALUATION REPORT Polar Portfolio Two investment properties and one development site located in Finland Bank of America Merrill Lynch International Limited Date of Valuation: 31 July 2019 Legal Notice and Disclaimer This valuation report (the “Report”) has been prepared by CBRE Limited (“CBRE”) exclusively for Bank of America Merill Lynch International Limited (the “Client”) in accordance with the original terms of engagement entered into between CBRE and the client dated 18 September 2018 (“the Instruction” and subsequent terms of engagement dated 11 July 2019. The Report is confidential to the Client and any other Addressees named herein and the Client and the Addressees may not disclose the Report unless expressly permitted to do so under the Instruction. Where CBRE has expressly agreed (by way of a reliance letter) that persons other than the Client or the Addressees can rely upon the Report (a “Relying Party” or “Relying Parties”) then CBRE shall have no greater liability to any Relying Party than it would have if such party had been named as a joint client under the Instruction. CBRE’s maximum aggregate liability to the Client, Addressees and to any Relying Parties howsoever arising under, in connection with or pursuant to this Report and/or the Instruction together, whether in contract, tort, negligence or otherwise shall not exceed the lower of: (i) 25% of the value of the properties to which the Instruction relates (as at the valuation date); or (ii) €60 million euros. Subject to the terms of the Instruction, CBRE shall not be liable for any indirect, special or consequential loss or damage howsoever caused, whether in contract, tort, negligence or otherwise, arising from or in connection with this Report. Nothing in this Report shall exclude liability which cannot be excluded by law. If you are neither the Client, an Addressee nor a Relying Party then you are viewing this Report on a non-reliance basis and for informational purposes only. You may not rely on the Report for any purpose whatsoever and CBRE shall not be liable for any loss or damage you may suffer (whether direct, indirect or consequential) as a result of unauthorised use of or reliance on this Report. CBRE gives no undertaking to provide any additional information or correct any inaccuracies in the Report. None of the information in this Report constitutes advice as to the merits of entering into any form of transaction. If you do not understand this legal notice then it is recommended that you seek independent legal advice. C CONTENTS PART I EXECUTIVE SUMMARY 1 PART II VALUATION REPORT 4 PART III PROPERTY REPORTS 16 PART IV APPENDICES ENGAGEMENT LETTER MARKET REPORT TENANCY SCHEDULE VALUATION SCHEDULE INDICATIVE REINSTATEMENT COST SCHEDULE VALUATION INPUTS 3 C PART I EXECUTIVE SUMMARY C BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED ADDRESS DATE OF VALUATION: 31 JULY 2019 EXECUTIVE SUMMARY THE PROPERTIES Addresses: Ratina Shopping Centre: Vuolteenkatu 1, 33100 Tampere, Finland Ratina Office Development (under construction): Hatanpään Valtatie 9, 33100 Tampere, Finland Tikkurila Office, väritehtaankatu 8, 01300 Vantaa, Finland VALUATION DATE 31 July 2019 TENURE Freehold TENANCY/LICENCE/MANAGEMENT AGREEMENT In accordance with the tenancy schedule provided, the properties are leased to a number of tenants on varying lease terms. We have calculated the gross passing rent of the shopping centre to be €17,083,362 p.a. and a net rent of €12,873,580 p.a. after the deduction of operational expenses. We have calculated the gross passing rent of the Tikkurila Office to be €2,131,012 p.a. and a net rent of €1,641,512 p.a. after the deduction of operational expenses. The total estimate of the market rental (ERV) of the shopping centre is €20,977,580 p.a., the Tikkurila Office €2,775,895 p.a and the completed office development is €3,701,280 p.a. OPINION OF VALUE Market Value We have valued each property 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. The Aggregate Market Value above is provided for information purposes only and you should refer to the main report for the individual property valuations. 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, where available. We are of the opinion that the Market Value of the Freehold interest in the Ratina Shopping Centre as at 31 July 2019 is: €257,000,000 (TWO HUNDRED FIFTY-SEVEN MILLION EUROS) exclusive of VAT. We are of the opinion that the Market Value of the Freehold interest in the Ratina Office Development as at 31 July 2019 is: €14,480,000 (FOURTEEN MILLION FOUR HUNDRED EIGHTY THOUSAND EUROS) exclusive of VAT. We are of the opinion that the Market Value of the Freehold interest in the Tikkurila Office Development as at 31 July 2019 is: €34,400,000 (THIRTY-FOUR MILLION FOUR HUNDRED THOUSAND EUROS) exclusive of VAT. EXECUTIVE SUMMARY 2 C BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED ADDRESS DATE OF VALUATION: 31 JULY 2019 Vacant Possession Value We are of the opinion that the Vacant Possession Value of the Freehold interest in the Ratina Shopping Centre as at 31July 2019 is: €178,000,000 (ONE HUNDRED SEVENTY-EIGHT MILLION EUROS) exclusive of VAT. (Excluding the Ratina Office). We are of the opinion that the Vacant Possession Value of the Freehold interest in the Tikkurila Office as at 31July 2019 is: €24,700,000 (TWENTY-FOUR MILLION SEVEN HUNDRED THOUSAND EUROS) exclusive of VAT. CONFIRMATION OF SUITABILITY FOR LENDING PURPOSES Summary of Loan Terms We have not been provided with details of the loan amount and loan terms proposed and therefore cannot comment on the suitability of the properties for the proposed loan. We recommend that the Bank provides us with these details for our comment. EXECUTIVE SUMMARY 3 C PART II VALUATION REPORT C C CBRE Limited Henrietta House Henrietta Place London W1G 0NB Switchboard +44 20 7182 2000 Fax +44 20 7182 2273 VALUATION REPORT Report Date 19 November 2019 Addressee Bank of America Merrill Lynch International Limited 2 King Edward Street London EC1A 1HQ For the attention of: Wayne R. Miller, FRICS, MAI, AI-GRS Senior Vice President This report may be relied upon by Bank of America Merrill Lynch International Limited and its affiliates, successors and/or assigns; the selected Facility Agent, its successors and/or assigns; and the selected Security Agent, its successors and/or assigns, in connection with their respective consideration of the extension of credit related to the properties and/or the beneficial ownership thereof (the "Loan Financing"). This information also may be relied upon by any actual or prospective purchaser, co-lender, participant, investor, transferee, assignee and servicer of the Loan Financing, any arranger of the Loan Financing and their assigns, any actual or prospective investor (including agents and advisors) in any securities evidencing a beneficial interest in, or backed by, the Loan Financing, any rating agencies actually or prospectively rating any such securities, any indenture trustee and any institutional provider(s) from time to time of any liquidity facility or credit support for such Loan Financing (together the "Beneficiaries"). A Beneficiary shall be permitted to rely on the report only on the condition that it acknowledges that the valuers shall not be liable to the Beneficiary for any special, indirect or consequential, damages and that the valuers' total aggregate liability to all lenders, agents, Beneficiaries and any other third party who seeks to rely on the report (the "Aggregate Cap") shall be limited to a sum not to exceed the lesser of 25% of the market value or sixty million euros (60,000,000 EUR). Reliance by the Beneficiaries and any other third parties on the report shall constitute deemed acceptance of the above provisions in this paragraph and that any matters or disputes arising as a result shall be governed by English law and subject to the exclusive jurisdiction of the English courts. This report may be disclosed, without reliance, to any rating agency in connection with a Securitization. We certify that, to the best of our knowledge and belief: www.cbre.co.uk Registered in England No 3536032 Registered Office St Martin’s Court 10 Paternoster Row London EC4M 7HP CBRE Limited is regulated by the RICS - The statements of fact contained in this report are true and correct. - The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions. - We have no present or prospective interest in the properties that is the subject of this report and no personal interest with respect to the parties involved. - We highlight, we have previously valued the portfolio on two occasions, most recently in March 2019. This was disclosed to you at the outset of the instruction and it is not considered a conflict of interest which would prevent us from undertaking this instruction. - We have no bias with respect to the properties that is the subject of this report or to the parties involved with this assignment. - Our engagement in this assignment was not contingent upon developing or reporting predetermined results. - Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this valuation report.

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