GAYRİMENKUL DEĞERLEME RAPORU
Transcription
GAYRİMENKUL DEĞERLEME RAPORU
REAL PROPERTY APPRAISAL REPORT SAF GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ BALÇIK VILLAGE, GEBZE DISTRICT, KOCAELİ PROVINCE MAP SECTION G22B14C4B, LOT 177, PARCEL 15 DECEMBER 2015 2015_400_176_04 REAL PROPERTY APPRAISAL TABLE OF CONTENTS 1. REPORT DETAILS 3 2. COMPANY - CUSTOMER DETAILS 3 3. LEGAL DEFINITION OF REAL PROPERTY AND EXAMINATIONS 4 3.1. TITLE DEED RECORD DETAILS OF REAL PROPERTY ................................................................ 4 3.2. ENCUMBRANCE DETAILS OF REAL PROPERTIES ...................................................................... 4 3.3. CHANGES IN OWNERSHIP RIGHT OF REAL PROPERTIES IN THE LAST THREE YEARS .... 5 3.4. ENCUMBRANCEDETAILS OF REAL PROPERTIES ....................................................................... 5 3.5. LEGAL PERMISSIONS AND DOCUMENTS OBTAINED FOR REAL PROPERTIES ................... 7 3.6. WHETHER LEGAL REQUIREMENTS ARE FULFILLED OR NOT .......................................7 3.7. CHANGES IN LEGAL STATUS OF REAL PROPERTIES IN THE LAST THREE YEARS (CHANGES IN ZONING PLAN, CONFISCATION PROCEDURES, ETC.) ............................................... 8 3.8. WHETHER ANY OBSTACLES EXIST THAT HINDER THE INCLUSION OF THE REAL PROPERTY/PROJECT IN AN PORTFOLIO OF REAL PROPERTY INVESTMENT PARTNERSHIP UNDER THE PROVISIONS OF THE CAPITAL MARKET LEGISLATION ................................................. 8 4. GENERAL DATA AND REGIONAL DATA 9 4.1 DEMOGRAPHIC DATA ......................................................................................... 9 4.1 ECONOMIC DATA .............................................................................................. 10 4.2 REAL PROPERTY INDUSTRY ............................................................................. 16 4.3 REGIONAL DATA............................................................................................... 18 5. APPRAISAL METHODS 19 6. LOCATION OF AND PHYSICAL SURVEY ON REAL PROPERTY 21 6.1. LOCATION, ACCESS AND ENVIRONMENTAL CHARACTERISTICS OF REAL PROPERTIES ... 21 6.2 7. DEFINITION OF REAL PROPERY ............................................................................................... 23 ANALYSIS OF DATA ABOUT REAL PROPERTY AND VALUATION CONCLUSIONS 28 7.1 FACTORS INFLUENCING VALUE OF REAL PROPERTY (SWOT ANALYSIS) ........................ 28 7.2 MOST EFFECTIVE AND EFFICIENT USE ANALYSIS ................................................................ 28 7.3 METHODS APPLIED IN THE APPRAISAL AND REASONS FOR THEM .................................. 28 8. ASSESSMENT OF THE RESULTS OF ANALYSIS ON REAL PROPERTY 33 8.1 HARMONISATION OF ANALYSIS RESULTS ................................................................................... 33 8.2 9. WHETHER OBSTACLES EXIST THAT HINDER INCLUSION IN REAL PROPERTY INVESTMENT PARTNERSHIP 34 FINAL VALUE APPRAISAL AND CONCLUSION 2 35 15_400_176_04 1 REPORT DETAILS REPORT TYPE : SCOPE OF REPORT : This report is a project appraisal report issued under the “Minimum Requirements For Contents of Appraisal Report” found in the Capital Market Board’s Resolution No. 27/781 dated 20.07.2007 pursuant to Article 34, Paragraph 1, Sub-clause A of Communiqué No III-48.1. The determination of sales value of the real property “Steel Framework Agricultural Storage and Manufacturing Storage” registered on Map Section G22B14C4B, Lot 177, Parcel 15, Balçıklı Village, Gebze District, Kocaeli Province under the Capital Market Legislation. DATE AND NUMBER OF SUPPORTING : AGREEMENT 11.11.2015 APPRAISAL DATE : 25.12.2015 REPORT DATE : 31.12.2015 REPORT NO : 2015_400_176_04 ADVERSE FACTORS ON APPRAISAL REPORT : No adverse factors have been identified that may negatively influence the appraisal work. DETAILS OF THE LAST THREE APPRAISALS CONDUCTED ON SUBJECT PROPERTY BEFORE THE DATE OF THIS APPRAISAL REPORT : In the real property appraisal report no. 14_400_125_02 dated 31.12.2014 issued previously by our company in relation with the subject property, a value of 44,000,000 TRY (excl. VAT) is assessed. In property appraisal report No. 15_400_123_05 dated 5/10/2015, the property is assessed to have a value of 47,800,000 TRY (exclusive of VAT). APPRAISAL METHODS USED : Cost analysis and direct income capitalisation methods are used in the value appraisal. The final value is appraised by harmonising values calculated with these methods in favour of the value calculated with cost analysis method. : Current Status: 38,500,000.00TRY (Excl. VAT) In case it is completed: 85,000,000.00TRY (Excl. VAT) LEASE VALUE APPRAISED : In case it is completed: 678,629 TRY/Month (Excl. VAT) AUTHOR(S) : Berkay OKÇUOĞLU Urban Planner Appraisal Expert CMB License No: 402578 SALES VALUE APPRAISED 2 Aysel AKTAN Urban Planner - Map Engineer Appraisal Expert In Charge CMB License No: 400241 COMPANY - CUSTOMER DETAILS COMPANY TITLE : HARMONİ GAYRİMENKUL DEĞERLEME VE DANIŞMANLIK A.Ş. COMPANY ADDRESS : İdealtepe Mah. Rıfkı Tongsir Cad. Demirhan Plaza No:93/4 -34841 Maltepe / ISTANBUL Phone: +90 (216) 388 05 09 Fax: +90 (212) 258 78 84 www.harmonigd.com.tre-mail: [email protected] CUSTOMER TITLE : Saf Gayrimenkul Yatırım Ortaklığı Anonim Şirketi CUSTOMER ADDRESS : Acıbadem Mahallesi, Ankara Devlet Yolu, Haydarpaşa Yönü 4.km, Çeçen Sokak, 34660, Üsküdar/İSTANBUL : Request of Customer; the determination of sales value of the real property “Steel Framework Agricultural Storage and Manufacturing Storage” registered on Map Section G22B14C4B, Lot 177, Parcel 15, Balçıklı Village, Gebze District, Kocaeli Province under the Capital Market Legislation and no limitation is applied. SCOPE OF CUSTOMER ORDER AND RESTRICTIONS APPLIED 3 15_400_176_04 3. LEGAL DEFINITION OF REAL PROPERTY AND EXAMINATIONS Title Deed Records of Real Properties, Zoning Status, and Details of the Last Three Years The subject property is the real property “Steel Framework Agricultural Storage and Manufacturing Storage” with an area of 69,907.47m2, registered at Map Section G22B14C4B, Lot 177, Parcel 15, Balçıklı Village, Gebze District, Kocaeli Province. Detailed information about the property will be defined in the sub-sections. 3.1. Details about Title Deed Records of the Property Details about title deed records of the subject property are provided in the following table. Table. 1 Title Deed Details about Subject Property MAIN PROPERTY TITLE DEED DETAILS PROVINCE : KOCAELİ DISTRICT : GEBZE NEIGHBOURHOOD/ VILLAGE : BALÇIK VİLLAGE LOCATION : - MAP SECTION NO. : G22B14C4B LOT NO. : 177 PARCEL NO. : 15 SURFACE AREA : 69,907.47m² FEATURE : STEEL FRAMEWORK AGRICULTURAL STORAGE AND MANUFACTURING STORAGE VOLUME/PAGE NO. : 29/2844 JOURNAL NO. : 11520 TITLE DEED DATE : 08.29.2012 OWNERS/SHARE RATIO : SAF GAYRİMENKUL YATIRIM ORTAKLIĞI ANONİM ŞİRKETİ / FULL 3.2 Encumbrance Details of Property On the basis of the TAKBIS (Title Deed Info System) document retrieved from the Title Deed Information System, the encumbrance details about the property are as follows. The encumbrance document dated 7/12/2015 is provided in the report annexes. Servitude Field: - H: Servitude Right in favour of ETİBANK General Directorate to the 5,488m2 part indicated in the plan: with the date of 11.02.1964 and journal no. 125. OWNER: Etibank A.Ş. - Servitude Right in favour of TEAŞ to the 3.946m² part indicated in the plan: with the date of 05.11.1997 and journal no. 5831. OWNER: Türkiye Elektrik İletim Üretim A.Ş. - Servitude Right in favour of TEAŞ to the 894m² part indicated in the plan: with the date of 18.02.1999 and journal no. 959. OWNER: Türkiye Elektrik İletim Üretim A.Ş. Statements: - Financial leasing in favour of Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş. with date 16.09.2008 and journal no. 13777. - A building under risk pursuant to Law No. 6306. Y.K. No.: 93270: Date 20/10/2015, journal no. 20216. - A building under risk pursuant to Law No. 6306. Y.K. No.: 93252: Date 20/10/2015, journal no. 20241. 4 15_400_176_04 3.3 Changes in Ownership Right of Real Property in the Last Three Years The subject property, which was registered to the name of FFK Fon Finansal Kiralama A.Ş. was registered to the name of Saf Gayrimenkul Yatırım Ortaklığı A.Ş. on 29/08/2012 and no ownership changes have been recorded since said date. 3.4 Zoning Details of Property According to the document no. 303752 dated 9/12/2015 of Gebze Municipality Plan and Project Directorate, the subject property registered at Section G22B14C4B, lot 177, parcel 15 (the subject property’s parcel no. which was previously 4 was changed to 15) is located in “Industrial” zone with E:0,80 construction under the right of the Northern Gebze Highway Application Zoning Plan, scale 1/1000, (PIN:UIP-315) approved with decision no. 190 dated 13.3.2014 of Kocaeli Metropolitan Municipality Council. The zoning status document is provided in the annexes. Since a power transmission line passes above the parcel, the approval of TEİAŞ General Directorate must be taken in case a new construction is planned on the parcel. It is confirmed on the document in its file that the approval of said authorities has been obtained for the current buildings (document no. 3151 dated 15.12.2010 of TEİAŞ General Directorate). In the communication dated 24/11/2015 between SAF GYO and Gebze Municipality with regards to the project newly on the parcel, it was declared that construction activities would commence per its license after the completion of the power transmission line displacement application according to the displacement project of TEİAŞ No. 47126947-755.01-E.106734 dated 04/11/2015. According to TEİAŞ’ letter dated 04/11/2015, pursuant to SAF GYO AŞ’letter dated 15/07/2013, the project of displacement work between 36-38 poles of 154Kv (Kromançelik-Gebze) Brş. N-Ova Electricity P.T. Line was approved on 30/10/2013 and then reapproved by the displacement project authority due to the location of facilities newly built on the parcel as well as amendment in zoning. Therefore, it does not cause any construction on the subject parcel. Said document is provided in the annexes. According to verbal information from Gebze Municipality Plan and Project Directorate, a Zoning Application (partion- Article 18 Application) shall be conducted in the region of the subject parcel. Currently there is no issue of parcel abandonment, the net area may change after the zoning application planned to begin in the following months. Application of Article 18: “Municipalities are, without confirmation of owners and other right-holders of lands with or without buildings located within the zoning boundary, authorised to combine them with each other, with excess roads, with locations owned by public agencies or municipalities, re-divide them into islands or parcels appropriate to the zoning plan, distribute them to the right-holders on individual, shared, or flat ownership principles and register them ex-officio. In case said locations are outside the municipality and urban area, then said authorities shall be used by governors. During the distribution of lands subject to regulation by municipalities or governorship, the sufficient pieces of fields may be reduced in the form of “Regulation Partnership Share” in consideration of revaluations occurring due to regulations. However, regulation partnership shares to be determined as to this article shall not exceed 40% of the pre-regulation surface areas of lands subject to regulation. 5 15_400_176_04 TECHNICAL INFRASTRUCTURE AREA HEALTH FACILITY AREA WHOLESALE TRADE PARK INDUSTRY INDUSTRIAL AREA PRAYER AREA (Mosque) INDUSTRIAL AREA GK 30th REGION STORAGE AREA STORAGE AREA PARK Zoning Plan Copy 6 15_400_176_04 3.5 Legal Permissions and Documents Obtained for Real Property Information about whether all required permissions for the subject projects pursuant to the applicable legislation have been obtained or not; whether its project exists and is approved or not; whether all documents legally required for initiation of the construction are available or not; about audits conducted on the subject property by the construction audit firm (title, address, etc.) that conducted said audit pursuant to Construction Audit Code No. 4708 dated 6/29/2001; The archival file of the subject project in the Zoning Archive of Arnavutköy Municipality was examined on 04/12/2015. Current structures on the subject parcel were announced as buildings under risk pursuant to Law No. 6306 on 20/10/2015. New Building Licenses dated 27/11/2015 in Block A and B were issued for the subject parcel. There are available New Building Licenses dated 27/11/2015 and numbered 1005 for Block A, and dated 27/11/2015 and numbered 1006 for Block B and the approved architectural project with the same date was examined in the municipal archive file. As indicated in our report dated 15_400_123_05, among the current buildings on the parcel, Block A is without zoning and Block B is with zoning. The permission for demolishing Block A on the parcel has been obtained from the Capital Market Board with the deadline 19/02/2016 and the letter dated 02/03/2015 of the Capital Market Board Presidency is presented in the annexes section of the report. Two blocks will be demolished and refurbished as per the new factory project developed on the parcel, details of which are provided in Article 6.2 of the report and licenses of which are issued. Table. 2 New Building License Details of Subject Real Property BUILDING LICENSES BLOCK A ISSUED FOR NEW BUILDING LICENSE DATE 27/11/2015 LICENSE NO. 1005 FUNCTION BUILDING CLASS NUMBER OF FLOORS BELOW ROAD ELEVATION NUMBER OF FLOORS ABOVE ROAD ELEVATION TOTAL NUMBER OF FLOORS SURFACE AREA (m2) Industrial Buildings 4A 4 2 6 26,538.00 Garage Buildings - - - - 21,388.00 Common Area - - - - TOTAL 16,139.00 64,065.00 BUILDING LICENSES BLOCK B ISSUED FOR LICENSE DATE NEW BUILDING 27/11/2015 LICENSE NO. 1006 FUNCTION NUMBER OF BUILDING FLOORS BELOW CLASS ROAD ELEVATION SURFACE AREA (m2) Industrial Buildings 4A 4 2 6 47,598.00 Garage Buildings - - - - 8,182.00 Common Area - - - - TOTAL 3.6. NUMBER OF TOTAL FLOORS NUMBER ABOVE ROAD OF FLOORS ELEVATION 15,851.00 71,631.00 Whether Legal Requirements are Fulfilled or not Opinion about whether legal requirements are fulfilled or not and whether the legally mandatory license and documents are full and complete. With regards to the subject parcel “New Building Licenses” were issued for Block A with No. 1005 dated 27/11/2015 and for Block B with No. 1006, dated 27/11/2015. In the examination as of the appraisal date it is seen that the structures exist that are declared to be “under risk” pursuant to Law No. 6306 on 20/10/2015. In the letter dated 02/03/2015 of the Capital Market Board Presidency, it is stated that it resolved to grant one year for the evacuation of Rozi Factory Building, which currently does not have a building occupation permit for Block A, for obtaining its demolition license, for its demolition, and for the re-inclusion of it in the REIT portfolio with land quality and restoring its compliance with the legislation. 7 15_400_176_04 Following the completion of the new project construction after the demolishment of the current buildings in the period stated in the letter dated 02.03.2015 of the Capital Market Board Presidency, the legislative procedure will be completed after the building Occupation Permit Certificates are issued and type allocation is completed. 3.7 Changes in Legal Status of Real Property in the Last Three Years (Changes in Zoning Plan, Confiscation Procedures, Etc.) While according to the applicable zoning plan of Kocaeli Metropolitan Municipality Council approved with resolution no. 950 dated 12/7/2005, the subject property on parcel 15, lot 177, map section G22B14C4B, Balçık Village, Gebze District, Kocaeli Province remained in the “Industrial” zone with precedent:0.75 construction condition, it is regulated as an “industrial” zone with construction condition precedent:0.80 under the Northern Gebze Highway Application Zoning Plan with scale 1/1000 approved with the resolution of Kocaeli Metropolitan Municipality Council no. 190 and dated (PIN:UIP-351) 13/3/2014. 3.8 Whether any Obstacles Exist that Hinder Inclusion of Real Property/Project in a Portfolio of Real Property Investment Partnership under the Provisions of Capital Market Legislation Opinion about whether any encumbrances are imposed on the subject property (any limitations on its transferability), if so, then whether it prevents the subject property from being included in a Portfolio of Real Property Investment Partnerships under the provisions of the Capital Market Legislation In an examination of Title Deed Registry, it is seen that it has a financial leasing annotation in the title deed in favour of Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş. with the leasing agreement executed by FFK Fon Finansal Kiralama A.Ş. With the Management Resolution dated July 1, 2011 of Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş. a merger of Gayrimenkul Geliştirme İnşaat ve Ticaret A.Ş. through its take-over by Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş. as a whole together with its assets and liabilities was resolved upon. The company mergerwas approved on the Capital Market Board meeting no. 31/887 dated September 23, 2011. The merger resolution was then adopted in the Extraordinary General Assembly Meeting held on October 31, 2011 by Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş. and Saf Gayrimenkul Geliştirme İnşaat ve Ticaret. During the said merger process, Article 2 of the Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş. ’Articles of Association was amended and accordingly company the title was changed as Saf Gayrimenkul Yatırım Ortaklığı A.Ş. The financial leasing phrase “in favour of Sağlam Gayrimenkul Yatırım Ortaklığı A.Ş.” dated 16.09.2008 stated in the statements field of the encumbrance records for the subject property became null and void upon the transfer of the property into the ownership of Saf Gayrimenkul Yatırım Ortaklığı A.Ş. on 29.08.2012. The servitude rights on the property in favour of ETİBANK and TEAŞ do not restrict the purchase-sales transactions of the property, since it is related with the Power Transmission Line passing over the parcel. Construction can only be performed upon the receipt of the opinion of the relevant authority in terms of zoning legislation (by taking into account the Power Transmission Line approach distances). The issue is taken into account in the appraisal under the provisions stated in Article 22 (1) (c) and (j) of the Communiqué of Principles of Real Estate Investment Partnerships and it is concluded that there are no hindrances against the inclusion of the subject property in a portfolio of the Real Property Investment Partnership under the provisions of the Capital Market Legislation. 8 15_400_176_04 With the letter dated 02.03.2015 of the Capital Market Board Presidency issued for Block A located on the subject parcel being in conflict with zoning legislation, one year is allowed for restoring them to comply with the zoning legislation. The subject property is declared to be a building under risk pursuant to Law No. 6306 on 20/10/2015. The architectural project dated 27/11/2015 has been approved and two separate New Building Licenseshave been issued for Block A and B. It is considered that the current buildings on the subject property registered under the “Buildings” title of SAF Gayrimenkul Yatırım Ortaklığı pursuant to the provisions of Capital Market Legislation will be demolished construction works beginning pursuant to the New Building License dated 27/11/2015. It is concluded that there is no issue with the buildings included in the portfolio remaining under the “Buildings” title of the Portfolio of Real Estate Investment Partnership pursuant to the Capital Market Legislation provisions until 19.02.2016. 4 4.1 GENERAL DATA AND REGIONAL DATA Demographic Data As per the data retrieved from the Address-Based Population Registry System (ADNKS) updated as of December 31, 2014 by the Ministry of Internal Affairs Population and Citizenship Affairs General Directorate (NVİGM), the Turkish population is recorded as 77,695,904 people. The Turkish population grew in 2014 by 1,028,040 compared to the previous year. The male population makes up 50.2% of the population (38,984,302 people) and the female population constitutes 49.8% (38,711,602 people). The population growth rate of Turkey slowed down in 2014 to 13.3% compared with 13.7% in 2013. The rate of residents in cities and town centres rose to 91.8% in 2014 compared to 91.3% in 2013. The rate of village inhabitants is recorded as 8.2% as of 2014. Istanbul, which houses 18.5% of the Turkish Population is recorded as the city with the highest population with its 14,377,018 residents. This is followed by Ankara with 6.6% (5,150,072 residents), Izmir with 5.3% (4,113,072 residents), Bursa with 3.6% (2,787,589 residents) and Antalya with 2.9% (2,222,562 residents). With 80,607 residents, Bayburt is the city with the lowest population. Chart 1 Population Pyramid Population pyramid, 2014 Age group Male Female In Turkey, the rate of the population in the 15-64 age group (employment age) grew to 67.8% (52,640,512 people) in 2014, a growth of 0.1% when compared to 2013 (67.7%). While the infant population (0-4 years of age) reduced to 24.3% (18,862,430 people), the rate of the population in the 65+ age group rose to 8% (6,192,962 people). In Turkey the number of persons per kilometre, termed as Population Density, is recorded as 101 persons in 2014, a 1 person increase compared to 2013. Istanbul is the city with the highest population density with its 2,767 residents per kilometer, followed by Kocaeli with 477 residents, Izmir with 342 residents, Gaziantep with 277 residents, and Bursa and Yalova with 267 residents. The city with the lowest population density is Tunceli with 12 residents per kilometer. Konya, which has the largest area, has a population density of 54 residents per kilometer and Yalova, which has the smallest area, of 267 residents. (Source: TUIK 2014 year-end results) 9 15_400_176_04 4.1 Economic Data 4.1.1. Global Economic Outlook Global economic developments still remain important in terms of financial stability. While the USA demonstrates a stronger growth performance than other developed countries, poor levels of economic growth still remain in the Euro Zone. As the driver of global growth, developing countries are recording a slower growth rate. Inflation is still below the targets in developed countries and is moving upwards in developing countries. Uncertainties around the normalisation process in monetary policy, as well as the interest rate hike signals of the US result in a high level of sensitivity of global markets to data flow. In such a conjecture, the US Dollar demonstrated a build-up against other currencies and capital movements indicated fluctuating behaviour in developing countries. (CBRT, Financial Stability Report, May, 2015). The Global Economic Outlook Report issued in January 2015 by the International Monetary Fund (IMF) indicated that the global economy has grown by 3.5%. However, it highlighted the differences among the growth rates of advanced economies. In this respect, it is noted that while the United States of America (USA) achieved a growth figure over the odds, Japan could not reach the expected growth rates. Underperformance of developed countries such as Japan is associated with the lower levels of economic performance in the mid-term. Another factor affecting economic segregation among the developed countries is, as reported, the revaluation of the US Dollar at levels of 6% since September 2014 and the devaluation of the Euro, the common currency of the EU, to levels of 2%, and the devaluation of the Japanese Yen to levels of 8%. Likewise, in developing countries, their currencies are devalued due to decreases in their export figures. Interest rates and risk premiums are also increasing because of the economic uncertainties. Particularly, there are decreases in the investment tools that gained value dependant on oil. The recovery and growth rate of the US economy are predicted by the IMF to be 3% during 2015 and 2016. Economic expectations in 2014 are considered as positive thanks to the revaluation of the US Dollar and decreasing rates of unemployment. However, with the revaluation of the US Dollar, it is forecasted that the US’ export figures will decrease. Table. 3 IMF’s World Economy Growth Forecasts IMF (International Monetary Fund) 2014 Gross Domestic Product figures and 2015-2016 GDP Growth Forecasts 2014 (%) 2015 (%) 2016 (%) World Average 3.3 3.5 3.7 Developed Country Average 1.8 2.4 2.4 USA 2.4 3.6 3.3 Euro Zone Average 0.8 1.2 1.4 Japan 0.1 0.6 0.8 UK 2.7 2.6 2.4 Canada 2.4 2.3 2.1 Developing Country Average 4.4 4.3 4.7 Russia 0.6 -3 -1 Asia 6.5 6.4 6.2 China 7.4 6.8 6.3 India 5.8 6.3 6.5 South America and Caribbean 1.2 1.3 2.3 Brazil 0.1 0.3 1.5 Mexico 2.1 3.3 3.5 Middle East, North Africa, Afghanistan, and Pakistan 2.8 3.3 3.9 Sub-Saharan Africa 4.8 4.9 5.2 Nigeria 6.1 4.8 5.2 South Africa 1.4 2.1 2.5 Source: World Economic Outlook Report, IMF (October, 2014) 10 15_400_176_04 The global economy in 2014 was characterised by long-term economic stagnation after the 2008 crisis, increase in unemployment rates and limited growth. Political risks emerged in the Middle East and political tensions emerged between Russia and Ukraine. Similar risks are predicted to continue in 2015 and 2016, as well. In addition, declining oil prices also pose a risk to the global economy. It is highlighted that while declining oil prices may open the way for an increase in industrial production, significant global economic constrictions may occur in the event that OPEC countries restrict the supply in order to stop declining prices. This uncertainty faces producers and investors with a risk. Therefore, it causes macroeconomic uncertainties. Another consequence of uncertainties is the fluctuations in the global finance markets. The revalued US Dollar and devalued currencies of developing countries against the US Dollar also bring serious inflation risks for these countries. Moreover, the decision adopted by the USA to normalise its monetary policy signalled that it will shift towards a more strict financial and monetary policy. Therefore, the IMF predicts that revaluation of the US Dollar will continue during 2015 and 2016, and this has proven correct so far. Lower levels of inflation prevailing in the Euro Zone and Japan so far is also considered by the IMF as an indicator of economic stagnation. As a result, it is indicated that the Euro Zone and Japan have become more susceptible to external shocks. Lastly, IMF summarised the common problems for developed countries as production gaps (declining production figures after the 2008 crisis), inflation rates remaining below target, inflation rates remaining above target for developing countries, insufficient macroeconomic capacity for implementing the necessary macroeconomic policies, higher inflation risks due to declining oil producing countries, and as a result of all these, the vulnerability against external shocks. The general outlook of the economy indicates structural economic and financial problems. In this respect, it is necessary to implement structural reforms in order to eliminate the problems. 4.1.2. Economic Outlook in Turkey Indicators of the first quarter of 2015 pointed to a certain amount of momentum loss due to the deceleration of foreign demand. Following the second quarter, it is estimated that economic activities will be restored to a moderately increasing trend with the partial recovery of European Union growth. In a close-up of the inflation outlook, it is observed that cautious monetary and financial policies, as well as macro preventive measurements have impacted the core inflation indicators positively and low levels of goods prices support the declining inflation rate. However, higher increasing levels of food prices and developments in the foreign exchange rate in the first quarter caused improvements in the inflation to be more limited than expected.In this framework, the CBRT retained its cautious stance on monetary policy. With current account balances improving, the on-going financial discipline contributes significantly to decreasing both risk premiums and inflation. While the CBRT retained its cautious stance on monetary policy, it aimed at decreasing macro financial risks with measurements that support the currency liquidity, core obligations, and long-term borrowing. Thanks to macro-preventive measurements adopted, an improvement in the ratio of household financial liabilities to assets continues. Households borrowing solely in Turkish Liras and fixed interest rates contribute to preserving the solvency of households in this period of increasing financial market volatility. In the loan demand of real industry, it is seen that the financing of Turkish Lira operating capital and the need for replenishment of current debts are determent. The heavy long-term nature of real industry currency debts, low levels of short-term open positions, and the fact that large companies can better manage the currency risk engage in foreign currency borrowing are found to be restrictive factors of currency risk. In addition, the tax incentive to the cash capital increase, which is provided by the new legal 11 15_400_176_04 regulations enacted in order to decrease high leverage caused by tax advantages of financing through borrowing, will encourage equity financing. While the loan growth rates of the banking industry fluctuate at reasonable levels, the higher increasing level of business loans than consumer loans thanks to adopted measures supports a balanced growth. While the rate of non-performing loans of banks are at constant levels, factors such as poor economic activity and currency volatility require monitoring of the loan risk. It is observed that current capital buffers are at levels allowing the mitigation of credit risk losses. The banking industry continues to have its solid liquidity outlook. As a result of evaluations, schematic implications of developments with regards to financial stability in Turkey are provided in the following macro table. Accordingly, in the last six months, global markets, domestic economy, and domestic financial market developments remain poorer than the previous six months. (CBRT, Financial Stability Report, May, 2015). Global Economy Global Markets Banking Household Domestic Economy Companies Domestic Markets Public Sector Balance of Payments Source: CBRT Financial Stability Report (May, 2015) Table. 4 Growth Forecasts of International Organisations for Some Country Groups ORGANISATION YEAR Growth Forecasts For Some Countries - Country Groups (%) World Turkey Euro Zone USA Brazil Russia India China 2015 3.3 3.1 1.5 2.5 -1.5 -3.4 7.5 6.8 2016 3.8 3.6 1.7 3.0 0.7 0.2 7.5 6.3 2015 3.1 3.1 1.4 2.0 -0.8 -3.1 6.9 6.8 2016 3.8 3.9 2.1 2.8 1.1 0.8 7.6 6.7 2015 2.8 3.0 1.5 2.7 -1.3 -2.9 7.5 7.1 2016 3.3 3.9 1.8 2.8 Source: Ministry of Economy Economic Outlook (July, 2015) 1.1 0.1 7.9 7.0 IMF OECD DB In the economic outlook report of the Ministry of Economy, International Organisations estimated the 2015 growth of Turkey as 3%. International projections still demonstrate cautious forecasts and predict a slowed down Turkish Economy. While the IMF and OECD forecast a GDP growth for Turkey at rates of 3.1% and 3.2%, the World Bank forecasts it to be at the rate of 3.5% (Ministry of Economy Economic Outlook May 2015). The economic outlook report of the IMF forecasts that Turkey’s GDP growth will result from declining energy imports and subsequently declining energy prices. 12 15_400_176_04 Table. 5 IMF Economic Outlook Report (April 2015) - Real GDP - Consumer Prices - Current Account Balance - Unemployment Source:World Economic Outlook Report, IMF (October, 2014) The IMF’s World Economic Outlook Report, April 2015, made forecasts on Real Gross Domestic Product, consumer prices, current account balances, and unemployment for the years 2015 and 2016 in European Countries. The IMF forecasts that Turkey’s economic growth will be 2.9% in 2014, 3.1% in 2015, and 3.6% in 2016. In the report, the IMF’s 6% forecast of current account/national income ratio for 2016 is revised as 4.8% due to the declining oil prices. The unemployment rate in Turkey is forecasted to rise up to 11.4% in 2015 and 11.6% in 2016. The report observed that the economic growth of Turkey and Eastern Europe was slowed down last year, but that Hungary and Poland sustained their current growth. The Current Account balance rate recorded in the World Bank database and indicated in the IMF’s report show parallels. (The World Bank’s Current Account balance rate forecasts, -5.6 in 2014; -4.5 in 2015; 4.9 in 2016). Likewise, the GDP forecasts published in the OECD database and those indicated in the IMF’s report show parallels. 13 15_400_176_04 Table. 5 Table 6 OECD Real Gross Domestic Product Forecasts Source: https://data.oecd.org/gdp/real-gdp-forecast.htm#indicator-chart 4.1.2.1. Growth Rates in Turkey Turkey is one of the countries that has rapidly recovered from the global economic crisis and was one of those relatively less affected by the global economic uncertainty of recent years. While the annual growth rate was recorded as 5.2% in the period 2002-2012, our country recorded a 4% growth rate in 2013. On the official website of the Turkish statistics agency’s 2014 Q4 GDP rates: GDP was calculated by production method as 126,070,000,000 TRY in fixed prices with an increase of 2.9% in 2014 compared to the previous year, and as 1,749,782,000,000 TRY in current prices with an increase of 11.6%. In fixed prices it reachedup to 30,089,000,000 TRY in the first quarter of 2015 with an increase of 2.3% compared to the same quarter of 2014. In current prices it reached 443,189,000,000 TRY in the first quarter of 2015 with an increase of 7.8% compared to the same quarter of previous year. The total added value of the agricultural industry was recorded as 1,390,000,000 TRY in fixed prices in the first quarter of 2015 with an increase of 2.7% in 2015 compared to the same quarter of the previous year and 17,458,000,000 TRY in current prices with an increase of 17%. The total added value of the industrial activities remained the same in the first quarter of 2015 compared to the same quarter of the previous year and reached 106,192,000,000 TRY in current prices with an increase of 3%. The total added value of the service industry was recorded as 18,873,000,000 TRY in fixed prices in the first quarter of 2015 with an increase of 4.1% in 2015 compared to the same quarter of the previous year and 268,473,000,000 TRY in current prices with an increase of 9%. While GDP estimates based on calendar adjusted fixed prices rose to 2.4% in the first quarter of 2015 compared to the same quarter of the previous year, the calendar and seasonally adjusted GDP value was recorded as 1.3% compared to the previous quarter. 14 15_400_176_04 Gross Domestic Product Results, First Quarter: January-March, 2015 In Current Prices Growth Rate In Current Prices GDP Growth Rate In Fixed Prices GDP Growth Rate GDP Year Quarter (Million TRY) (%) (Million $) (%) (Million TRY) (%) 2014 Annual 1 749 782 11.6 800107 -2.8 126070 2.9 2015 First 411 255 15.6 185 961 -6.6 29 413 4.9 Second 428 259 10.6 202 407 -4.0 30 907 2.3 Third 463 902 11.0 214 751 0.8 33 645 1.9 Fourth 446 366 9.8 196 989 -1.5 32 104 2.6 443 189 7.8 180 506 -2.9 30 089 2.3 Annual First Figures in the table may not produce exact sum due to rounding. Source: www.tuik.gov.tr Final consumptions of households were recorded as 316,311,000,00 TRY in current prices in the first quarter of 2015 by an increase of 11.1% compared to the same quarter of the previous year and 20,982,000,000 TRY in fixed prices with an increase of 4.5%. Final consumptions of the government were recorded as 66,891,000,000 TRY in current prices in the first quarter of 2015 by an increase of 7.9% compared to the same quarter of the previous year and 3,211,000,000 TRY in fixed prices with an increase of 2.5%. Gross fixed capital formation was recorded in current prices as 90,929,000,000 TRY in the first quarter of 2015 with an increase of 4.6% compared to the same quarter of previous year. Goods and service exports were recorded as 117,695,000,000 TRY in current prices in the first quarter of 2015 by an increase of 2.3% compared to the same quarter of the previous year and 7,858,000,000 TRY in fixed prices with a decrease of 0.3%. Goods and service imports were recorded as 136,795,000,000 TRY in current prices in the first quarter of 2015 by an increase of 1.8% compared to the same quarter of the previous year and 8,703,000,000 TRY in fixed prices with an increase of 4.1%. GDP Growth Rates with Expenditures Method. First Quarter: January-March, 2015 [1998 Prices] Final Final Gross Consumption Consumption Fixed Expenditures of Expenditures Capital Households of Government Formation (%) (%) (%) Gross Fixed Capital Formation (%) (less) Good and Service Import (%) -0.2 Year Quarter 2014 Annual 1.3 4.6 -1.3 6.8 2015 First 2.6 9.2 -0.3 11.1 0.7 Second 0.4 2.5 -3.5 5.5 -4.3 Third 0.1 6.6 -0.4 7.9 -1.6 Fourth 2.4 1.7 -1.0 3.4 4.6 4.5 2.5 0.0 -0.3 4.1 Annual First Source: www.tuik.gov.tr 15 15_400_176_04 4.2 Real Estate Industry The results of the 2015 thorough survey “Emerging Trends in Real Estate Europe” issued in collaboration with PwC and the Urban Land Institute state that residence and office markets in Turkey have been affected by the developments in Syria and Iraq, however, the political risks due to uncertainties related to the non-election of a Prime Minister and Cabinet declined after the Presidential Election in August. This survey report also stated that Turkey is experiencing a process of stagnation due to the political developments of its neighbour Syria, and a general slowdown in its economy. The same report also surveyed Turkish borrowing expectations for the year 2015, which resulted in 50% of respondents expecting that Turkey will remain stable, 33% expecting lesser amounts of borrowing, and 17% expecting higher amounts of borrowing. Chart 2 Europe 2015 Borrowing Expectations. Source: Emerging Trends Europe Survey 2015 Research Report According to the Turkish Real Estate Market Outlook Report published in February 2014 by American firm Jones Lang LaSalle, one of leading real estate services and financial management companies in the world; • One of the factors that determined the direction of the Turkish economy in 2014 was the heavy political agenda due to regional disturbances such as terrorist activities spreading over the Middle East and Europe, coupled with the Ukrainian crisis, in addition to Mayoral and Presidential Elections. • Exchange rates gained a more stable outlook from the Mayoral elections to the end of the third quarter, 2014. However in the fourth quarter, Turkish Liras (TRY) were devalued against the US Dollar (USD) and the Euro (EUR). • Declining import volumes coupled with the sharp decline in oil prices mainly lead to a decline in the current deficit in the final quarter of 2014. A more competitive exchange rate is expected to have a positive impact on Turkey’s export volume, which is adversely affected by regional conflicts. It is predicted that the political agenda will remain one of the primary risk factors for Turkey in 2015, which will be aggravated by the general elections and ongoing regional conflicts. 16 15_400_176_04 Table. 7 Exchange Rate Changes Jan 14 Feb - 14 Mar - 14 Apr14 May - 14 Jun 14 Jul 14 Aug14 Sep14 Oct14 Nov14 Dec14 Source: CBRT Source: Turkish Commercial Real Estate Market Outlook (February 2015) Political uncertainty arising from Presidential Elections restricted the interest of international investors in 2014. Nevertheless, local investors are observed to have a strong appetite for project development and investment. Office investments remained buoyant during the year, particularly investments towards current and developing office projects for use of owners remained strong. According to the “Emerging Trends in Real Estate Europe 2015 Report” published in collaboration of PwC and the Urban Land Institute (ULI), which reports the latest developments in the real estate industry, Istanbul with its current real property investments ranked 20 among 28 cities in Europe that attract investment in the real estate industry. The report stressed that student housing, particularly in Ortaköy and Büyükçekmece District, however small a market, gained importance. Table. 8 Investments in Istanbul Source: Emerging Trends in Real Estate Europe 2015 The report assumed Istanbul’s population to be 20 million and its employed population to be 7 million. The net income per capita is calculated as €35. The table shows the investments in Istanbul and an expectation for a decline in 2015. 17 15_400_176_04 4.3 Regional Data One of most important elements determining the value of subject properties are the characteristics of the region in which it is located. Therefore, geographical position, land structure, socio-economic features, the development direction of the region where the subject properties are situated are factors that affects the appraisal work and general information about the regional data are provided in sub-sections. 4.3.1. Kocaeli province Geographical Location: Kocaeli is situated to the south of the Sea of Marmara, interconnecting Asia and Europe and the Marmara Region. Sakarya is situated to the east and southeast of the province, Bursa to the south, Istanbul and Yalova to the west, and the Black Sea to the north. With an area of approximately 3,505 km2, Kocaeli is dominantly located along the Samanlı Mountains, İzmit, Sapanca, and Adapazarı depression site starting from the west bank of the River Sakarya through Pamukova and the north of Lake İznik to Bozburun. The main lowlands are plains stretching between Kocaeli Province, Lake Sapanca, and Dilovası plain. Being a pen plain, Kocaleli Peninsula’s section remaining in the city boundaries are undulating plains. Transportation: Kocaeli has been an important centre of attraction throughout history thanks its close proximity to the Metropolis of Istanbul, its natural harbour (the Gulf of İzmit), forests, as well as significant advantages in land, sea, and railway transportation. With its land, rail, sea, and air transportation, it is one of the most important transit points in Turkey. Kocaeli is 342km from thecapital city Ankara and 111 km from Istanbul. Its distance from Iğdır (Dilucu Border Gate), the easternmost city of Turkey, is 1,404 km and it is 341kmfrom Edirne (Kapıkule Border Gate) Turkey’s westernmost city. Population: According to the Address-Based Census System, in 2014, Kocaeli had a total population of 1,722,795. 4.3.2. Gebze District Geographical Location: Gebze is a district in Kocaeli. It is one of the largest industrialised districts of the Marmara Region. The oldest known part of the Bithynia Region, in which Gebze is located, dates back to the 12th century BC. As an important transit point between the continents of Asia and Europe, the Kocaeli Peninsula is known to have been a hometown or transit point for many nations or a place where they left their mark. Within the district now known as Gebze were the settlements of Dakibyza and Libyssa during the Bithynia Kingdom period, under the reign of King Nicomedes I from 281-246 BC. These settlements have attracted the attention of historians mostly because Hannibal the famous commander of Carthage settled there during his reign. Following his defeat in the Battle of Zama, Hannibal fell from grace and had to take refuge in the Bithynia Kingdom. The tomb of Hannibal lies in Tübitak Campus in Gebze. Turkey is categorized into five groups in terms of economic development levels. Level 1 Advanced cities are Istanbul, Ankara, Izmir, Bursa, and Kocaeli. In this respect, Gebze is located in one of the five most advanced cities of Turkey. According to the Address-Based Population Census System, in 2014, Gebze had a total population of 338,412. 18 15_400_176_04 5 APPRAISAL METHODS Information about appraisal methods used and the reasons why these methods were chosen Valuation is performed on the basis of market value or non-market values of an asset. The market, price, cost, and value concepts lie at the core of all valuations. Another factor that is equally important in terms of valuation is the clear description of how the valuation results are obtained. 5.1 Price, Cost and Value Price is a sum that is demanded, offered, or paid for a good. The paid-up price represents the point where supply and demand intersect. Value means the potential price on which a buyer and seller may agree for a good or service offered to the market for purchasing purposes. Cost, which is a production-related concept, is defined as the necessary sum required for creating or producing a good, merchandise, or service, other than the exchange transaction. While value is associated with the sale or barter of a good or service during a certain period of time, instead of being real, cost is a potential price assessment to be paid for the production expenses of goods and services. Owners, investors, insurers, value-assessors, grading experts, liquidation officers, trustees, bidders, or special purchasers above the normal may each attribute different values to the same property on the basis of rationally equal and valid reasons. 5.2. Market and Non-Market Based Value Basically, a value is created and maintained on the basis of the interaction of four factors related to any product, service, or good. These factors are benefit, shortage, want, and purchasing power. • Market value is an estimated amount of real estate that must be transferred on the date of valuation under an agreement in which parties act as informed, prudently, and in a good manner, under conditions in which parties will not be affected due to any kind of relations and without any coercion between the willing buyer and the willing seller who are independent of each other after an appropriate negotiation. • Market Value is the estimated value of a property without taking into account its sales or purchasing costs or any tax assessments. • In order to estimate market value, an appraisal expert must firstly determine the most efficient and the best use or most likely use. This use may be the current use of property as well as other alternative uses on the basis of market findings. Among the most applied approaches for market value estimations are the benchmarking approach, income discounting approach, which also include discounted cast flow, and cost approach. 5.2.1. Benchmarking approach This benchmarking approach assesses value on the basis of comparison by taking into account sales and market data of similar or substitute properties. In general, the property being appraised is compared with the sales of similar properties transacted in the free market and also by considering offered prices and offered proposals. 19 15_400_176_04 5.2.2. Income discounting approach In this approach, value estimation is calculated through the discounting method by taking into account the income and expenditure data pertaining to the property being appraised. Discounting is associated with income (generally net income) and value, which converts income amount to value estimation. In this action, the proceeds or discount rate, or both are taken into account. In the substitute principle, it is deemed that the value will be calculated through income flow providing the maximum return of investment. 5.2.3. Cost Approach Cost approach takes into possibility the construction of another property that will provide the same or similar benefit of the current property, instead of the purchase of the property. In this practice, the estimated value includes depreciation for older or less-functional properties in cases where the likely price to be payable for the new one being appraised excessively exceeds the current one. As a result; All market value assessment methods, technics, and procedures form common market value definitions on the basis of criteria derived from the market and their correct application. • Benchmarking or other market comparisons must be based on market observations. • The income discounting approach, which also includes discounted cash analysis, must be based on cash flows determined by the market and return rates derived from the market. • Construction costs and depreciation must be determined by an analysis conducted on the basis of marketbased estimations of costs and accumulated depreciation. How the property will normally be transacted in the market determines what approach or procedures will be deployed for market value estimation. Each of these approaches are comparative when they are based on market data. In each appraisal case using one or more methods is generally the most representative of market activities. The appraisal expert will identify which method or methods are viable for the market value determination by considering all the methods specified. 20 15_400_176_04 6 6.1. LOCATION OF AND PHYSICAL SURVEY ON REAL PROPERTY Location, Access, and Environmental Characteristics of Real Property The subject property is located at the address Pelitli Road, No: 138, Balçık Village, Gebze District, Kocaeli Province. The property is close to the TEM Highway, the main transportation arterial of the city, located on the northern route, in the direction of Tuzla-Istanbul. Tuzla MarbleMasons and Union OIZ Tuzla OIZ Gebze OIZ Tuzla Leather OIZ and Free Zone SUBJECT PROPERTY D-100 TEM The close vicinity of the subject property is surrounded with innumerable industrial facilities and Organized Industrial Zones (OIZ). The Chemical Industrialists OIZ, Marble-Masons OIZ and Association OIZ are located to the northeast, Tuzla OIZ to the northwest, Honda, Isuzu, Migros central warehouses and Bilmo Small Industrial Zone to the south, and Istanbul Free Zone, Tuzla Leather OIZ and GebzeOIZ to the west. Table. 9 Distance by Air of Subject Property from Some Centres Centre Distance* TEM Highway 2.3km D-100 Road 7.7km Tuzla Centre 11.5km Gebze Centre 6.0km Sabiha Gökçen Airport 11.5km Tuzla Train Station 11.0km Balçik Village 2.0km Pelitli Village * Distances are measured via Google Earth. 2.5km 21 15_400_176_04 Subject Project Area TEM HIGHWAY 22 15_400_176_04 6.2 Description of Property Structural, Construction, and Technical Specifications of Property, Details About Project, if the Subject of Appraisal is a Project. View of Lot 177, Parcel 15 from the South Direction The license/project and current status details of the current structures on the parcel were provided in our report No. 15_400_123_05. As of this report date, the new building license has been issued and a new project has been approved for the parcel. In order to demolish the current buildings, permission must be obtained before February; these structures are excluded from the appraisal and the new approved project is being appraised. Under the approved new project, two blocks are designed, consisting of Block A and B, which have adjacent designs. BLOCK BLOCK A A BLOCK B BLOCK B 23 15_400_176_04 BLOCK A: Block A is designed in its project with a total of six floors consisting of fourbasements + ground floor + oneregular floor. The fourth basement has a gross construction area of 22,175.69m2 consisting of garage and shelter areas. The second basement has a gross construction area of 20,696.05m2 consisting of storage, technical rooms, and garage areas. The first basement has a total gross construction area of 1,143.45m² consisting of technical room, and office areas. The ground floor has a total gross construction area of 15,269.10m² consisting of storage areas. The first regular floor has a total gross construction area of 4,780.49m² consisting of prayer room, toilets, child care unit and electrical room. The total construction area of Block A is designed in its project with an area of 64,064.78m². BLOCK B: Block B is designed in its project with a total of five floors consisting of four basements + ground floor. The fourth basement has a gross construction area of 22,796.63m² consisting of storage, technical room, and garage areas. The third basement has a gross construction area of 5,127.03m² consisting of office units, prayer room, toilets and child care unit. The second basement has a gross construction area of 19,352.62m² consisting of storage, technical room, and garage areas. The first basement has a total gross construction area of 3,866.34m² consisting of prayer room, toilets, and child care unit. The ground floor has a total gross construction area of 20,488.65 m² consisting of storage areas. The total construction area of Block A is designed in its project with an area of 71,631.27m². Its project also has a water tank + water booster area on 325m2, a transformer building on 25m2, three security booths, each 9m2 in size, a reinforcement wall, a sewerage area, and weighing areas. Table. 10 Subject Project Area ROZİ FACTORY Block A Gross Construction Block A, Purpose of Use Area, m2 Block A, Leasable Area, m2 Block B, Gross Construction Block B, Purpose of Use Area, m2 Block B, Leasable Area, m2 4th BASEMENT FLOOR 22,175.69 Garage + Shelter - 22,796.63 Storage+TechnicalRoom+G 12,012.83 arage 3RD BASEMENT - - - 5,127.03 Office Units/Administration Area 5,127.03 2ND BASEMENT 20,696.05 Storage+TechnicalRoom+ Garage 4,433.32 19,352.62 Storage+TechnicalRoom+G arage 4,577.80 1ST BASEMENT 1,143.45 Office Units/Administration Area 1,143.45 3,866.34 Office Units/Administration Area 3,866.34 GROUND FLOOR 15,269.10 Storage 15,269.10 20,488.65 Storage 20,488.65 1ST REGULAR FLOOR 4,780.49 Office Units/Administration Area 4,780.49 - - - TOTAL 64,064.78 - 25,626.36 71,631.27 - 46,072.65 Total Gross Construction Area, m2 135,696.05 Total Leasable Area, m2* 71,699.01 * Garage, shelter, and technical volume sections are not included in the calculation of leasable area. 24 15_400_176_04 BLOCK A BLOCK B 4th BASEMENT FLOOR PLAN BLOCK B 3rd BASEMENT FLOOR PLAN 25 15_400_176_04 BLOCK A BLOCK B 2nd BASEMENT FLOOR PLAN BLOCK A BLOCK B BLOCK B 1st BASEMENT FLOOR PLAN 26 15_400_176_04 BLOCK A BLOCK B GROUND FLOOR PLAN BLOCK A BLOCK A 1st REGULAR FLOOR PLAN 27 15_400_176_04 7 ANALYSIS OF DATA ABOUT REAL PROPERTY AND VALUATION CONCLUSIONS 7.1 Factors Influencing Value of Real Property (SWOT Analysis) STRENGTHS • Large parcel area • Indoor area of new factory building to be constructed according to its licenses and project will be larger than other benchmark factories in the region. • New factory to be constructed will have three different elevations thanks to its slope advantage. WEAKNESSES • Income loss during demolishment of current structures and new project construction. 7.2. The Most Effective and Efficient Use Analysis “The most possible use of a property is that which is physically possible, financially feasible, allowed by laws and enables the subject property to reach its highest value.” (UDS Article 6.3) "A use that is not allowed by law and is physically impossible, cannot be deemed as the best use that has the highest efficiency. Both legally allowable and physically possible uses may require appraisal experts to explain why such use is logically possible. In case one of more of these uses turns out to be possible, analyses are put to test for their financial feasibility. Along with other tests, the use resulting in the highest value is the most efficient and best use. (UDS Article 6.4) The concept “the most efficient and best use” is the basic and integral part of market value assessments. The most effective and efficient uses must fulfil four indirect criteria. These criteria are prioritised as follows: • Physically possible • Legally permissible • Financially feasible • Maximum efficiency No different survey/improvement has been conducted by us for the most effective and efficient use analysis purposes, as the project of the subject property on the parcel is approved in compliance of its function, which is determined as “Industrial” in the application zoning plan, scale 1/1000. 7.3. Methods Applied in the Appraisal and their Reasons In the appraisal work, the investment cost of the newly-approved project is computed with the cost analysis method, the data that will constitute land value, and the benchmarking analysis and these values are summed to calculate the total value and current status value of the property by imagining that the property is now completed. As the second method in the appraisal of property, the direct income capitalisation method is used and detailed information about the calculations is provided in subheadings. 28 15_400_176_04 7.3.1. Benchmarking Method Analysis Inspections and results of the similar lands on sale and factory/warehouse for rent located close to the subject project are provided in the following sub-section "Market Research and Results". Market Research and Results: Table. 11 LAND ON SALE BENCHMARKS BENCHMARKS LOCATION AND ITS PROPERTIES AREA (m2) SALES VALUE (USD) UNIT VALUE (USD/m2) CONTACTS 78,320 14,097,600 180.00 Medya The land with a gross area of 78,380 m2 located approximately 1.5km north to the subject property, registered at lot 19, parcel 1653 having the same zoning BENCHMARK 1 rights as the subject property was purchased by Botosan Building Cooperative with a m2 unit price of 180.00USD as specified in the sales agreement dated 24.11.2014. The industrial parcel, precedent: 0,80 zoned, with an area of 21,500m2 located in the same region as the BENCHMARK 2 subject property and which again will be subject to the enforcement of Article 18 was purchased with a m2 unit Yılbay 21,500 3,870,000 180.00 Gayrimenkul: 0532 5911994 price of USD 180.00 around five months ago (When USD exchange rate was$1=2.55 TRY). An industrial parcel (Parcel 371), precedent: 0.80 zoned, with an area of 4,940m2 located around 1.5km north of BENCHMARK 3 the subject property in the same region as the subject 4,940 1,165,000 235.83 7,500 1,500,000 200.00 property and which again will subject to the enforcement Remax Yapı: 532 570 15 03 of Article 18 is up for sale with a negotiable asking price. An industrial parcel, precedent: 0.80 zoned, with an area BENCHMARK 4 of 7,500m2 located in the same region as the subject property and which again will subject to the enforcement Century 21: 0533 2115890 of Article 18is up for sale with a negotiable asking price. OTHERS According to information acquired from realtors active in the region and regional researches, the sales realised in the region are around 175-220 USD over the gross (gross area before the enforcement) parcel area. On the basis of exchange rates of T.C.M.B. on 25.12.2015, 1 USD =2.9123 (Buy), 1 USD =2.9175 TRY (Sell), 1 Euro =3.1904 TRY (Buy), 1 Euro = 3.1962 TRY (Sell). LAND MARKET RESEARCH RESULTS A survey was made on the parcels located in the close vicinity to the subject property and having a similar position, similar property rights, and harmonisation was provided by taking into consideration the recent sales, the current discount shares, as well as the location and surface areas of the advertisements in the market. As a result of research, it is concluded that the unit value per m2 of the subject parcel may be approximately 177 USD/m2 = ~ 515TRY/m2 by taking into account the extraordinary revaluation of the US Dollar against the Turkish Lira prevailing in the market. With the benchmarking analysis method the property’s land value is assessed as; 69,907.47 m² x TRY 515 /m2 = 36,002,347.00TRY 29 15_400_176_04 Table. 12 RENTAL FACTORY/WAREHOUSE BENCHMARKS BENCHMARKS LOCATION AND ITS PROPERTIES LEASABLE AREA (m2) LEASE VALUE (USD/Month) UNIT VALUE (USD/Month /m2) 7,300 26,000 3.57 CONTACTS The facility occupied with a land area of 6,000m2, factory/storage BENCHMARK 1 area 7,300m2, of administration area of 1,000m 2 and located in the close vicinity of the subject property was put on Ataşehir Ticari Gayrimenkul: 0533 3257955 lease fora negotiable 26,000USD/month. The factory with a total indoor area of 700m2 BENCHMARK 2 Efendioğlu located in the close vicinity of the subject property is on lease for a negotiable 2,400 700 2,400 3.42 Gayrimenkul: 0532 7487736 USD/month. A facility with a storage/factory area of 3000m2 BENCHMARK 3 located in the close vicinity of the subject property is on lease for a negotiable 19,500 3,000 19,500 6.50 1,000 4,800 4.80 USD/month. Remax Kobi: 0532 2822898 The facility with a land area of 2,500 m2 and total BENCHMARK 4 indoor area of 1,000m2 located in the close vicinity of the subject property is on lease fora Ataşehir Ticari Gayrimenkul: 0533 3257955 negotiable 4,800 USD/month. The facility with a land area of 1,250m2 and total BENCHMARK 5 indoor area of 250m2 located in the close vicinity of the subject property is on lease for a 250 1,400 5.60 negotiable 1,400 USD/month. Çınar Paşa Emlak: 0530 3499721 According to storage/factory benchmarks surveyed in the region, the unit lease values demanded vary between 3.0OTHERS 6.5USD/month/m2 (~10-20TRY/month/m2). It is concluded that the unit lease value of the subject project may be 3.25TRY/month/m2 by taking into account all the conditions, theindoor area use and negotiation margins. On the basis of exchange rates of T.C.M.B. on 25.12.2015, 1 USD =2.9123 (Buy), 1 USD =2.9175 TRY (Sell), 1 Euro =3.1904 TRY (Buy), 1 Euro = 3.1962 TRY (Sell). RESULTS OF RENTAL FACTORY/WAREHOUSE MARKET RESEARCH A survey was made on the rental factory/warehouse benchmarks located in the close vicinity of the subject project and having a similar position, similar property rights, and harmonisation was provided by taking into consideration the recent sales, the current discount shares, as well as the location and surface areas of the advertisements in the market.As a result of surveys, it is concluded that the m2 unit lease price may be around 3.25USD/m2/month by also taking into account the size of the indoor occupation area for the new factory project to be constructed on the subject parcel. 30 15_400_176_04 7.3.2. Cost Analysis Cost approach is used in the calculation of the total value of the subject project. The following is the cost analysis table. Table. 13 Cost Analysis - Based on values if it were completed today 13 Cost Analysis - Based on values if it were completedtoday APPROVED PROJECT BUILDING VALUE Area, m2 Building Group Unit Value, TRY/m2 Administration Building 5,923.94 3-B 700 4,146,758 Factory building 58,140.84 2-C 430 25,000,561 Administration Building 8,993.37 3-B 700 6,295,359 Factory building 62,637.90 2-C 430 26,934,297 3,872.14 2-A 270 1,045,478 Security Booths 27.00 2-B 370 9,990 Transformer 25.00 2-B 370 9,250 Water Tank + Water Booster 325.00 1-B 170 55,250 Type of Property Total Value, TRY BLOCK A BLOCK B GENERAL COSTS Reinforcement Wall OTHER COSTS Project and Consultancy Cost 1.5% 952,454 Legal Permission and Charges 3.5% 2,222,393 External and Misc. Works (Lump Sum)- Concrete Site Flooring/Wall/Landscaping TOTAL BUILDING VALUE, TRY 6,349,694 73,021,484 VALUE OF LAND LOT 177 PARCEL 15 Subject Property Area, m2 Unit Value, TRY/m2 Total Value, TRY Lot 177, Parcel 15 69,907.47 515 36,002,347 SUBJECT PROJECT TOTAL VALUE (If it were completed today), TRY 109,023,832 With the cost analysis method, the total value of the subject project would be 109,023,832 TRY if the project were completed today. 31 15_400_176_04 Table. 14 Cost Analysis - Based on values of current construction level COST ANALYSIS - BASED ON VALUES OF CURRENT CONSTRUCTION LEVEL APPROVED PROJECT BUILDING VALUE Area, m2 Building Group Unit Value, TRY/m2 Completion Percent Total Value, TRY Administration Building 5,923.94 3-B 700 0% 0 Factory building 58,140.84 2-C 430 0% 0 Administration Building 8,993.37 3-B 700 0% 0 Factory building 62,637.90 2-C 430 0% 0 Type of Property BLOCK A BLOCK B GENERAL COSTS Reinforcement Wall 3,872.14 2-A 270 0% 0 Security Booths 27.00 2-B 370 0% 0 Transformer 25.00 2-B 370 0% 0 Water Tank + Water Booster 325.00 1-B 170 0% 0 OTHER COSTS Project and Consultancy Cost 1.50% 80% 761,963 Legal Permission and Charges 3.50% 80% 1,777,914 0 External and Misc. Works (Lump Sum)- Concrete Site Flooring/Wall/Landscaping TOTAL BUILDING VALUE, TRY 2,539,878 VALUE OF LAND LOT 177 PARCEL 15 Subject Property Area, m2 Unit Value, TRY/m2 Total Value, TRY Lot 177, Parcel 15 69,907.47 515 36,002,347 SUBJECT PROJECT TOTAL VALUE (Current Status), TRY 38,542,225 With the cost analysis method, the total value of the subject project is calculated to be TRY 38,542,225 based on its current completion level. 7.3.3. Income Discounting Approach In practice, the income discounting analysis is applied as two different methods; direct income capitalisation and cash/income flow analysis. 7.3.3.1. Direct Capitalisation Method With this method, the capitalisation ratio is determined by associating incomes earned by and the market value of similar properties in the market. In the market analysis conducted for rental and on sale properties located in the region of approved new factory project registered on lot 177, parcel 15, the value relations are analysed and as a result the capitalisation ratio for the region is computed as 0.095 (9.5%). 32 15_400_176_04 Value with Income Analysis Method - If it were completed today: Project’s Total Leasable Area (Blocks A and B): 71,699.01m² Monthly Lease Value: 71,699.01 m² x 3.25.-USD/m² = 233,022.00 USD/Month Annual Lease Value: 233,022.00 USD x 12 Months = 2,796,261.00 USD/Year Annual Net Income (Lease) 29,434,330.00 USD 2,796,261.00 USD = = Capitalisation Rate 85,721,600.00 TRY 0.095 SUBJECT PROPERTY LEASABLE AREA (m2) MONTHLY UNIT LEASE VALUE (USD/m2) Map Section G22B14C4B, Lot 177, Parcel 15 71,699.01 3.25 ANNUAL LEASE VALUE (USD/m2) CAPITALISATION RATE SALES VALUE (USD) SALES VALUE (TRY) 2,796,261 0.095 29,434,330 85,721,600 Value with Income Analysis Method - Based on Current Construction Level: Value with Income Analysis Method - Based on Current Construction Level Total Value, TRY 85,721,600 Total Project Cost, TRY 73,021,484 Expended Project Cost, TRY 2,539,878 Project Current Status Value, TRY 7.3.3.2. 15,239,994 Cash Flow Analysis Method In the cash/income flow analysis, the most effective and efficient uses for the real property are developed theoretically and long-term cash flows are computed. Net operating incomes calculated are discounted from the discount resulting in the net today value of the subject properties. In the appraisal work, income/cash flows analysis is not used. 8 8.1 ASSESSMENT OF THE RESULTS OF ANALYSIS ON REAL PROPERTY Harmonisation of Analysis Results With the benchmark analysis method for the land of the subject property only the land value is assessed, and with the cost analysis method based on values if it were completed today, the total value of the property is assessed as 109,023,832.-TRY. With the cost analysis method, the current status value of the property is assessed as 38,542,225.-TRY. As another method, the direct capitalisation analysis methodwas used and the rental factory/warehouse benchmarks existing in the market was analysed and associated with the capitalisation rate found appropriate for the region, resulting in a total value of property as 85,721,600TRYbased on “if it were completed today”. With the direct capitalisation analysis method, the current status value of the property is assessed as 15,239,994TRY. The resulting value is reached by harmonising the values calculated with two different appraisal methods. As the project is not yet constructedit is therefore difficult to currently work outthe exact construction 33 15_400_176_04 quality and project risks and these values are assumed as minimum values. Therefore, this report must be revised after completion of the project. The total value of the subject project based on “if it were completed today” is assessed as 85,000,000TRY and the current status value is 38,500,000TRY. Table. 15 Harmonisation Table HARMONISATION TABLE BASED ON “IF IT WERE COMPLETED TODAY” SUBJECT PROPERTY COST ANALYSIS SALES VALUE (TRY) DIRECT INCOME CAPITALISATION SALES VALUE (TRY) HARMONISED SALES VALUE (TRY) Map Section G22B14C4B, Lot 177, Parcel 15 109,023,832 85,721,600 85,000,000 HARMONISATION TABLE BASED ON CURRENT CONSTRUCTION LEVEL SUBJECT PROPERTY COST ANALYSIS SALES VALUE (TRY) Map Section G22B14C4B, Lot 177, Parcel 15 38,542,225 DIRECT INCOME HARMONISED SALES VALUE CAPITALISATION SALES VALUE (TRY) (TRY) 15,239,994 38,500,000 8.2 Whether Obstacles Exist against Inclusion in the Real Property Investment Partnership Opinion about whether any obstacles exist that hinder the subject property, property project, or property rights and benefits to be included in the Portfolio of Real Property Investment Partnerships under the Capital Market Legislation Due to the fact that Block A located on the subject parcel was in conflict with the zoning legislation,the letter dated 02.03.2015 of the Capital Market Board Presidency was issued, and with this letter one year is given for restoring them to comply with the zoning legislation.The subject property was declared to be a building under risk pursuant to Law No. 6306 on 20/10/2015 and the architectural project dated 27/11/2015 has been approved with two separate New Building License have been issued for Block A and B. It is considered that the current buildings on the subject property registered under SAF Gayrimenkul Yatırım Ortaklığı’s title “Buildings” pursuant to the provisions of the Capital Market Legislation will be demolished and that construction work will begin pursuant to the New Building License dated 27/11/2015. It is concluded that there is no issueas regardsthe buildings in the portfolio remaining under the “Buildings” title of the Portfolio of Real Estate Investment Partnership until 19.02.2016, pursuant to the Capital Market Legislation provisions. 34 15_400_176_04 9 FINAL VALUE APPRAISAL AND CONCLUSION The benchmark properties that may compete with the subject property in its region and the legal value of the subject property were assessed by considering the transportation access and surrounding structures. However, since they have not yet been constructed, these values must be re-calculated by determining the quality of the construction materials onsite. The net present value based on current construction level and the net present-based value based on “If it were been constructed today” of the factory project to be constructed on map section G22B14C4B, lot 177, parcel 15, Balçık Village, Gebze District, Kocaeli Province are provided in the following tables. Table. 16 Final Value Table; SUBJECT PROPERTY MARKET VALUE EXCL. VAT (TRY) MARKET VALUE INCL. 18% VAT (TRY) MARKET VALUE EXCL. VAT (USD) Map section G22B14C4B, lot 177, parcel 15, Balçık Village, Gebze District, Kocaeli Province 38,500,000 45,430,000 13,219,791 On the basis of exchange rates of T.C.M.B. on 25.12.2015, 1 USD =2.9123 (Buy), 1 USD =2.9175 TRY (Sell), 1 Euro =3.1904 TRY (Buy), 1 Euro = 3.1962 TRY (Sell). All the values expressed in the report are exclusive of VAT. As a result; The total value, excluding VAT as of the appraisal date of map section G22B14C4B, lot 177, parcel 15, Balçık Village, Gebze District, Kocaeli Province is assessed as 38,500,000 TRY (Thirty-eight million five-thousand hundred Turkish Liras). The total value, excluding VAT as of the appraisal date of map section G22B14C4B, lot 177, parcel 15, Balçık Village, Gebze District, Kocaeli Province is assessed as 85,000,000 TRY (Eighty-five million Turkish Liras) if the project were completed today. The total value, excluding VAT as of the appraisal date of map section G22B14C4B, lot 177, parcel 15, Balçık Village, Gebze District, Kocaeli Province is assessed as 678,629 TRY (Six-hundred and seventy-eight thousand, six-hundred and twenty-nine Turkish Liras) Berkay OKÇUOĞLU Urban Planner CMB LICENSE NO: 402578 REAL PROPERTY APPRAISAL EXPERT Didem ÖZTÜRK Map Engineer Msc CMB LICENSE NO: 402394 REAL PROPERTY APPRAISAL EXPERT Aysel AKTAN Urban Planner - Map Engineer CMB LICENSE NO: 400241 APPRAISAL EXPERT IN CHARGE 35 15_400_176_04