Heathley Direct Medical Fund No.1
Transcription
Heathley Direct Medical Fund No.1
AUSTRALIAN A Property Investment Research Heathley Direct Medical Fund No.1 November 2014 A closed ended Fund investing in medical property Heathley Direct Medical Fund No. 1, November 2014 Contents Overview 3 2. Fund Overview 5 3. Property Portfolio 10 4. Investment Analytics 15 5. Management & Corporate Governance 19 6. Past performance 21 Appendix – Ratings Process 22 For Advisors Only 1. IMPORTANT NOTICE Independent Investment Research Administration Pty Limited, trading as Property Investment Research (PIR) has not been commissioned to produce this report. This means that PIR has not received a fee for reviewing and assessing this product. In compiling this report, PIR’s views remain fully independent of influence or conflicts of interest. Our team of analysts undertake an objective analysis of the offer and conclusions are presented to senior officers for review. Disclaimer & Disclosure of Interests This publication has been prepared by Independent Investment Research Administration Pty Limited (ABN 87 169 890 831), authorised under an Australian Financial Services Licensee (AFSL no. 293655), trading as Property Investment Research (PIR). PIR has not been commissioned to prepare this independent research report (the “Report”) and will not receive fees for its preparation. The company specified in the Report (the “Participant”) has provided PIR with information about its activities. Whilst the information contained in this publication has been prepared with all reasonable care from sources that PIR believes are reliable, no responsibility or liability is accepted by PIR for any errors, omissions or misstatements however caused. Any opinions, forecasts or recommendations reflects the judgement and assumptions of PIR as at the date of publication and may change without notice. PIR and the Participant, their officers, agents and employees exclude all liability whatsoever, in negligence or otherwise, for any loss or damage relating to this document to the full extent permitted by law. This publication is not and should not be construed as, an offer to sell or the solicitation of an offer to purchase or subscribe for any investment. Any opinion contained in the Report is unsolicited general information only. Neither PIR nor the Participant is aware that any recipient intends to rely on this Report or of the manner in which a recipient intends to use it. In preparing our information, it is not possible to take into consideration the investment objectives, financial situation or particular needs of any individual recipient. Investors should obtain individual financial advice from their investment advisor to determine whether opinions or recommendations (if any) contained in this publication are appropriate to their investment objectives, financial situation or particular needs before acting on such opinions or recommendations. This publication is not for public circulation or reproduction whether in whole or in part and is not to be disclosed to any person other than the intended recipient, without obtaining the prior written consent of PIR. This report is intended for the residents of Australia. It is not intended for any person(s) who is resident of any other country. PIR and/or the Participant, their officers, employees or its related bodies corporate may, from time to time hold positions in any securities included in this Report and may buy or sell such securities or engage in other transactions involving such securities. 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PIR discloses that from time to time it or its officers, employees and related bodies corporate may have an interest in the securities, directly or indirectly, which are the subject of these statements and/or recommendations (if any) and may buy or sell securities in the companies mentioned in this publication; may effect transactions which may not be consistent with the statements and/or recommendations (if any) in this publication; may have directorships in the companies mentioned in this publication; and/or may perform paid services for the companies that are the subject of such statements and/or recommendations (if any). However, under no circumstances has PIR been influenced, either directly or indirectly, in making any statements and/or recommendations (if any) contained in this Report. The information contained in this publication must be read in conjunction with the Legal Notice that can be located at http://www.pir.com.au/Public/Disclaimer.aspx For more information regarding our services please refer to our website www.pir.com.au page 2 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Note: This report is based on the Heathley PDS, valuation reports, together with other information provided by Heathley Asset Management Limited. Unlisted Property Heathley Direct Medical Fund No.1 Offer Overview Investment Rating The Heathley Direct Medical Fund (the Fund) is a closed-ended Fund that will provide investors with access to a diversified portfolio of Australian medical properties. The Fund’s Responsible Entity and Manager is Heathley Asset Management Limited (RE or the Manager). The Product Disclosure Statement (PDS) comprises two parts – Part A, which covers all the disclosures on the Fund, and Part B, which provides details on the initial portfolio of assets. Future acquisitions and capital raisings will be subject to additional part PDSs being issued. The RE has considerable experience, a good track record with past syndicates, and will meet ASIC’s RG46 regulatory guidelines. For Advisors Only During the first two years of the initial 7-year Fund term, the RE intends to acquire a portfolio of up to $150M of medical property in accordance with pre-defined investment criteria. To begin with, the Fund intends to acquire four assets for $20.4M (the initial portfolio) and intends to raise $11.05M of equity at $1.00 per unit. The balance of the acquisition will be funded via debt. See the Appendix for a description of our ratings. The above rating must be viewed in the context of comparable core property funds and not across all products. Offer Details Offer Open November 2014 Offer Close November 2016 Min. Investment Period 7 years Min. Investment $25,000 1 The initial gearing of the Fund is 47.2% (calculated according to ASIC guidelines), slightly higher than the RE’s target gearing of 45%. Gearing may temporarily increase (up to 50%) to settle future acquisitions – subsequent equity inflows will be used to reduce gearing back within targeted limits. PIR’s analysis suggests that the initial portfolio will have sufficient headroom against bank loan-to-valuation ratio (LVR) and Interest Cover Ratio (ICR) covenants. Liquidity PIR has analysed the Fund based on the initial portfolio only, and makes no comment on the impact of future acquisitions. The initial portfolio has robust operating metrics: (1) 100% occupancy; (2) a WALE of 5 years; (3) rental growth between CPI and 4.0%; and (4) strong location-specific tenant demand. seven-year term. PIR has reviewed the RE’s assumptions, which are in line with the assumptions of the independent valuers. PIR estimates the initial portfolio will produce an internal rate of return (IRR) in the range of 9%-10%, net of fees and costs, over the Initial Term. Nil Distributions Initial NTA 3 Distribution (cents)2 Quarterly A$0.94 8.0% 1 The Fund will have no liquidity throughout the 2 Distribution of 8.0 cents payable represents the annualised first full year of distribution. 3 As per PDS and assumes stamp duty and fund establishment costs are capitalised. Excluding these would result in NTA of $0.85 at fund commencement. Fees (paid to advisors), The RE is forecasting an average distribution yield of 8.0% from the initial portfolio with a high level of deferred tax benefit in the initial years. However, this may change as new assets are acquired. Direct investors may elect to pay to advisors a professional fee for service, which will be deducted from application amounts. This may lead to fewer units being issued. Based on past performance measured by IPD, a reputable global firm that measures and publishes sector level returns, the healthcare property sector has provided relatively better risk-adjusted total returns when compared with core real estate asset classes. Risk/Return Profile Capital Return Income Return The Fund’s initial portfolio has robust metrics and PIR expects the income profile to be stable. Given the modest risk to income, total returns will ultimately depend on the sale prices the Fund can achieve for its assets. Capital Return Volatility Income Volatility In PIR’s opinion, the Fund would suit investors who seek a high, secure income yield. Investors must be comfortable with the risks associated with a geared vehicle backed by health care assets located across Australia. The Fund would be best suited as part of an overall diversified property portfolio. As it is closed-ended, investors must be prepared to remain fully invested for the Initial Term. Risk to Capital Tax Effectiveness Investor Suitability page 3 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Key Considerations Strong tenancy profile. (1) 100% occupancy; (2) contracted fixed rental increases of between CPI and 4.0%; and (3) a WALE of 5.0 years. Releasing risk is manageable, given the location of assets and the RE budgeting for tenant incentives in its income forecasts. Well regarded fund manager with a solid performance track record and specific expertise in managing property funds. Greater representation of non-executive directors lends balance to decision making. Good track record on corporate governance. Key Qualitative Criteria Management Track record Investment process and philosophy Corporate Governance Product Structure Fee structure. In line with industry peers. The fees are paid as a Fees percentage of net assets rather than gross assets. This ensures the manager is not incentivised to increase the Fund’s gearing. Liquidity Illiquid investment. Investors must accept that by their very For Advisors Only nature, unlisted property trusts are illiquid. If any assets are sold, capital must be returned to investors and no part of the sale proceeds can be reinvested. Headroom to bank-imposed debt covenants. Asset pricing for the initial portfolio would need to fall by 23% to breach the LVR covenant. Alternately, net rental income would need to fall by 52% to breach the ICR covenant. PIR notes that future acquisitions may result in changes to these metrics. Initial NTA is $0.94 due to one-off costs and fund set-up costs. If stamp duty and certain upfront costs were written-off at fund commencement, the initial NTA would be $0.85 per unit. As our analysis in Figure 14 shows, 10 cents of the total 15 cents dilution to NTA can be attributed to stamp duty and DD costs. Refer to Investment Analytics section for more detail. Units issued in subsequent equity raising will be issued at a price being the greater of (a) $1.00 per Unit; and (b) the per unit Net Asset Value of the Fund plus transaction costs. The adjustments are made to equalise the impact of transaction costs across all investors. Expected return sensitivity. PIR estimates investor returns in the Leverage/Capital structure Portfolio Property Grade/Asset quality Property diversification1 Tenancy profile Tenant lease term 1 Initial portfolio only as PIR is unable to determing the extent of diversification that will eventually be achieved. Investment Profile Number of properties 4 Property locations VIC, QLD, NSW Medical Office Property sector Initial LVR/ Bank covenant 50%/ 65% ICR/ Bank covenant 3.1x/ 1.5x Source and Application of Funds range of 9.0%-10%, based around assumptions on terminal yield and interest rate movements. Refer to Investment Analytics section for more details. The expected return is in line with the long-term direct property return of 10%. Equity sought Subsequent acquisitions. The RE will acquire an additional Total uses of funds portfolio of medical properties in accordance with pre-defined investment criteria. However, investors will be exposed to the effects of property acquisitions and also changing market conditions during the two-year investment period. The initial portfolio represents only 13.6% of the $150M target. Financial Forecasts A$M 11.1 Debt 9.3 20.4 Please note Source and Application of funds assumes equity for initial portfolio is fully raised. IRR1 (pre-tax, %) 9%-10% 2 9.1% the Initial Term. The RE will need to refinance before the maturity date. The RE will also need to source new debt to fund acquisitions Performance fee hurdle (%) 10.5% IRR Diversification. The seed portfolio is well-diversified, with four Min. investment period 7 yrs properties across three states. Subsequent property acquisitions will provide further diversification (albeit unquantifiable at this stage). Tax advantage3 Refinance Risk. The Fund’s debt facility expires prior to the end of Capital Expenditure. PIR has adopted the capex assumptions made by the independent valuers, which equates to 10.5% of gross income over the Initial Term. Valuer’s disc. rate (%) Distribution frequency 1 96%/82%3 Quarterly IRR forecast range is based on PIR assumptions on terminal cap rate and unit prices of investments. IRR estimate is pre performance fee. For further details, please see Section 4, Investment Analytics. 2 Weighted average independent valuer’s discount rate assumptions. 3 Represents the expected average tax-deferred rate over first year and second years. page 4 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 2.Fund Overview Product Overview The Fund has been formed with the objective of providing investors with access to a diversified property portfolio of medical properties managed by Heathley Asset Management Limited. The Fund will initially invest in four seed medical properties, which are fully leased. The Manager is then seeking to progressively acquire a portfolio of up to $150M (including the seed properties) in medical property assets over the first two years (the Investment Period). The Fund will continue to raise capital to fund the acquisitions for the duration of the Investment Period. The initial term of the Fund is seven years (the Initial Term), which may be extended by a further two years. Additional units will be issued during the investment phase as new equity. For Advisors Only The Offer The RE is seeking to raise $11.1M (the Minimum Offer Amount) and $9.3M of debt to fund the acquisition of the four seed properties. Units under the Offer will be priced at $1.00 for initial investment and throughout the first year of the Investment Period. Thereafter, the unit price will increase or decrease based on changes in the value of the portfolio. If the Minimum Equity Amount is not raised, the RE may decide not to proceed with the offer. The minimum investment for investors is $25,000, increasing in multiples of $5,000 thereafter. Figure 1: Heathley Direct Medical Fund Structure Heathley Asset Management (Responsible Entity) Heathley Direct Medical Fund No.1 $11.05M investor equity 87-89 Langtree Avenue, Mildura VIC Seed Properties 547 Melton Highway, Sydenham VIC Lot 4,5 & 6 956 Gympie Road, Chermside QLD Additional equity raising Additional debt $9.3M borrowings 52 Pendlebury Road, Cardiff NSW Subsequent medical property acquisitions Source: PIR/ HAML The initial portfolio The four seed properties have been independently valued at $19M by reputable agencies. The four seed properties are geographically diversified with two in Victoria and one each in Queensland and New South Wales. The total NLA of all four properties is 4,048 sqm. Approximately 98% or 3,962 sqm of NLA is health/medical-related office use, with the remaining 2% or 86 sqm being retail. The initial portfolio metrics are robust: page 5 of 23 100% occupancy; The weighted average Lease Expiry (WALE) is 5.0 years (by income); and Rents are subject to contracted fixed increases of CPI and/or 4% per annum; Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Loan-to-Value Ratio (LVR) and Interest Cover Ratio (ICR) The Manager has a target gearing ratio for the Fund of 45%; however, this may be exceeded from time-to-time as additional properties are acquired. The PDS forecasts that the gearing ratio at the time the seed properties are settled will be 47.2% (calculated as per ASIC guidelines). PIR notes that the RE has opted to capitalise stamp duty and fund establishment costs, whereas the industry norm has been to write off the costs at commencement of the fund. On this basis, gearing would increase to 49.7%. The Fund has a credit-approved offer from the National Australia Bank for a three-year Term Facility of $9.3M to fund the acquisition of the seed properties. At the time the four seed properties are settled, the bank-imposed interest cover ratio covenant will be 1.5 times against a forecast of 3.1 times and the bank-imposed LVR covenant will be 65% against a forecast LVR of 50%. For Advisors Only Leverage and ICR Sensitivity For the Fund to breach its LVR covenants, the initial portfolio value would need to fall by 23% or more. Similarly, FY15 forecast net passing income would need to reduce by more than 52% for the Fund to breach its bank-imposed ICR covenant. PIR believes the Fund’s metrics provide a comfortable cushion against adverse market movements. Interest rate hedging The RE's stated objective is to maintain interest rate hedging of at least 50% of the Fund’s borrowings for a period of three to five years. PIR believes this would provide some certainty as to future interest expense. Investors must remember that geared investments are riskier than comparable un-geared funds. Gearing improves investor returns when conditions are favourable, but conversely, gearing detracts from returns when leverage and interest rates rise. Liquidity/ Exit strategy The term of the Fund is seven years. At the end of the Initial Term, investors will be asked to vote in favour of either extending the Fund for a further two-year period or winding up the Fund. Any further extensions beyond the additional two years will require unanimous approval from investors. Investors must view the illiquid nature of the Fund in the context of its direct property investments, which are illiquid by nature (i.e. exit is based on the sale of the asset). As such, any sale of an underlying investment to meet liquidity requirements may take several months. Figure 2: Initial portfolio debt metrics Asset value ($M) Loan facility limit ($M) Initial Portfolio 18.6 9.3 Implied LVR (%) 50% Loan covenant (%) 65% Headroom to covenant (%) Interest rate hedge All-in interest rate (%) ICR (rent/interest paid) ICR covenant Headroom to ICR covenant (%) >20% 50% 4.25% 3.1 times >1.5 times >50% Source: PIR/ HAML Sources and Application of Funds page 6 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 PIR notes that it is common for managers to charge an up-front fee, typically ranging from 1.5%-5% of equity sought. In the case of the Fund, a total transaction fee of 2.5% will be charged based on the purchase price of the properties. We discuss fees in more detail below. Figure 3. Sources and Applications of Funds ($'000) % of equity raising % of capital raising Sources of funds Proceeds from the offer Debt facility For Advisors Only Total Source of funds 11,050 9,300 20,350 Application of Funds Purchase price of properties 18,600 Stamp duty plus DD costs 1,114 10.1% 5.5% Acquisition fee paid to RE 465 4.2% 2.3% Debt establishment costs 46 0.4% 0.2% Fund establishment costs 69 0.6% 0.3% 57 0.5% 0.3% Working capital Total applications of funds 20,350 Source: HAML/PIR Costs over the Term of the Fund The components of fees and cost recovery charged by the RE over the term of the Fund are as follows: Ongoing management fee: 1.2% per annum of the NAV. Based on the NAV of the Fund as at the last day of each month and payable to the Manager at that time. Ongoing administration costs (accounting, audit, etc.): The RE estimates this will account for up to a maximum of 0.5% per annum of the NAV of the Fund. PIR excludes this expense from its all-in fee analysis below. As such, the total Management Expense Ratio (MER) is estimated to be 1.7% of NAV or approximately 0.9% of gross assets. This is in line with industry peers rated by PIR in recent years. PIR notes that the RE is rewarded with higher fees only if the net assets increase, as compared to fees calculated on gross assets, where the use of higher gearing would allow a manager to be compensated for taking on additional risk. Transaction Fee The RE is entitled to an acquisition fee of up to 2.5% of the acquisition price of the properties. The fee is payable within 10 business days after settlement of the acquisition. The total transaction fee is $0.47M for the four seed properties. Transaction fees will be payable following each subsequent acquisition for the duration of the Investment Period. Performance Fee PIR notes that it is normal practice in the industry to charge performance fees should the total returns of the Fund exceed a benchmark return. According to the PDS, the RE is entitled to 20% of the portion of outperformance above a 10.5% IRR hurdle (pre tax, net of fees). If applicable, the performance fee will be payable to the RE on sale of the properties or wind-up of the Fund. As such, PIR has not included any performance fee that may become payable in its estimation of returns. Removal of the RE The RE can be removed and replaced with another appropriately licensed responsible entity, page 7 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 if investors pass an extraordinary resolution to that effect at a properly convened meeting of investors. Should the RE be replaced, it will be entitled to recover any deferred fees, plus an amount equivalent to the performance fee that would have been payable if the investments were sold on that day. An extraordinary resolution requires at least 50% of the votes cast by investors entitled to vote on the resolution. Disposal Fee The Fund will pay a disposal fee equal to 2% of the gross sales price of the property to the Manager. The Manager will pay any selling costs payable to external real estate agents from its disposal fee. As a percentage of total Fund cash flow For Advisors Only In Figure 4, below, PIR analyses how much of the Fund’s cash goes to the RE in fees, and how much is left over for investors. Our key assumptions include: A term of seven years beginning in November 2014; A performance fee has not been calculated and based on the assumptions for cap rate expansion in the valuation reports, we forecast one will not be payable (due to the Fund not generating returns in excess of the benchmark); We exclude the disposal fee (2.0% of the sale price) and ongoing Trust expenses (0.5% pa of net assets) which we treat as costs that would be incurred anyway; We assume a weighted average terminal yield as per the valuation reports of 8.44%, implying cap rate expansion of 0.2% over the Initial Term; PIR has not forecast the impact of new property acquisitions on the fund, as we do not have definitive details other than investment criteria. We note that further acquisition fees will be charged by the Manager as properties are acquired. As such, we estimate that the RE is entitled to 6.9% of the total cash flow, which leaves 93.1% to unitholders. PIR views this to be in line with industry averages. PIR stresses again that these are estimates of how much investors will receive and not guaranteed amounts. For further details, please refer to the Investment Analytics section. All-in fee analysis Figure 4: Fees in Perspective – all numbers on a per-unit basis PIR estimates that for every $1.00 of equity invested, the Fund can return: Principal repayment to investors (a): $1.00 Income and capital gains to investors (b): $0.69 Total cash to investors (after fees and expenses) (c) = (a + b) $1.69 Base management fee (d) $0.08 Transaction fee (e) $0.04 Total cash generated by the Fund (f) = (c + d + e) $1.81 Fees = % of total cash generated (before fees) Calculated as( d + e) /f 6.9% Source: PIR page 8 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Fund Structure Responsible Entity (RE) Heathley Asset Management Limited Investment Term: Seven years from November 2014. This may be extended if 50% or more of all units eligible to vote in favour . Issue Size/LVR: Equity issuance of $11.1M would result in an initial LVR of 50%. Security: The bank loan is to be secured by a first mortgage and a fixed and floating charge over the Fund’s proportionate share of investment in the underlying unit trusts (the initial portfolio), with no recourse to investors. Fund Profile Geographic/ Sector Exposure: The initial portfolio will be exposed to the Victorian, Queensland and New South Wales medical office sector. As subsequent properties are acquired, the geographic reach will expand. For Advisors Only Tax Disclaimer: Tax consequences depend on individual circumstances. Investors should seek their own taxation advice. The following comments show PIR’s expectation of tax for ordinary Australian taxpayers, but cannot be considered tax advice. Capital gains: Capital gains tax (CGT) is likely to apply upon the winding up of the Fund as capital is returned to investors. As the investment term is in excess of 12 months, certain investors will likely be eligible for the 50% CGT discount upon receipt of sale proceeds as per the current CGT ruling. Distributions: Distributions will be treated as income in the year they are earned. Distributions may contain some tax deferred amount, which decreases the cost base and may give rise to a capital gain should the investment be sold. Distributions may not be reinvested. Legal Structure Wrapper: Unlisted Unit Fund Custodian The Trust Company (Australia) Limited Offer Document: The Product Disclosure Statement, dated November 2014. Returns Capital vs. Income: The final breakdown of the total return is largely unknown; however, it is generally a function of distributions or dividends received from a fund’s underlying investments and any capital gains achieved from its portfolio of investments. PIR expects income returns to be least 70-75% of the total return. Income Frequency: Quarterly, in arrears. Risks For a more detailed list of the key risks, refer to the Risks section (Section A10) of the PDS. Property/Market Risk: The portfolio of investments predominantly comprises suburban medical office properties with strong operating metrics. However, the sale prices achieved at maturity will be subject to prevailing market conditions. Any deterioration in market conditions, over-renting (above market rents), and potentially a thin investor pool may affect sale prices and consequently Fund returns. Capital structure: A mix of bank debt and investor equity will be used to fund the acquisition of the four seed properties. Additional funding will be required for subsequent acquisitions. The RE has a target gearing ratio of 45%. Any changes in the cost of debt could affect the interest expense and hence, distributable income. Property specific risks The Fund has a diversified exposure to property investments. As such, anything that reduces the market value of these investments would reduce an investor's returns. The use of gearing exacerbates the risks associated with a potential decline in investment values. Fees/Expenses Base Management Fee: A base management fee of 1.2% of NAV is payable to the Manager. In addition to the management fee, the RE estimates administration expenses required for the day-to-day operation of the Fund will account for up to another 0.5% of the NAV. Property Acquisition Fee: Acquisition fee of up to 2.5% of the value of the properties acquired. Performance Fee: page 9 of 23 The RE is entitled to 20% of the portion of outperformance an IRR of 10.5%. Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 3.Property Portfolio The Fund’s initial portfolio comprises four assets, detailed in Figure 5. The assets are geographically diversified across Victoria, Queensland and New South Wales. The initial portfolio mainly comprises medical centres. The RE intends on acquiring additional properties over the Investment Period up to a value of $150M. For Advisers Only The Manager has identified medical property as an attractive asset class, given: The health sector is not closely correlated to other property asset classes, which provides portfolio diversification; A growing level of non-discretionary demand for health services, given the ageing population; Fragmented property ownership represents an opportunity to consolidate; and The potential to form a partnership with an experienced and skilled operator or developer who could provide a pipeline of properties. PIR’s own assessment of the property sector concurs that the healthcare sector is an attractive asset class for investment purposes. Based on the metrics outlined below, PIR makes the following observations: The portfolio’s Weighted Average Lease Expiry (WALE) is around 5.0 years. The 5-year WALE is supported by ‘sticky’ tenants who have location-specific customers who usually use services based on their proximity to where they reside. Therefore, these tenancies have a greater likelihood of renewal than non-location-specific office tenancies. Tenants at the Mildura property are responsible for all outgoings except land tax and college lease rent; St Vincent’s Hospital at Sydenham is on a net lease; tenants at the Chermside property are responsible for all outgoings except land tax (Nikas Café responsible for land tax and body corporate fees); and the tenants at the property in Cardiff are not responsible for any outgoings. Figure 5: Property portfolio metrics Heathley Direct Medical Fund No.1 87-89 Langtree Avenue, Mildura VIC 547 Melton Highway, Sydenham VIC Lots 4,5 & 6 956 Gympie Road, Chermside QLD 52 Pendlebury Road, Cardiff NSW Investment timing Nov-14 Nov-14 Nov-14 Dec-14 Location Mildura, VIC Sydenham, VIC Chermside, QLD Cardiff, NSW Sector Medical Medical Medical Medical NLA (sqm) 1,608 639 751 1,601 Valuation ($) $3,900,000 $4,150,000 $5,300,000 $5,250,000 8.44% 7.90% 7.90% 9.46% 6.0 3.5 5.7 4.5 9.25% 9.00% 9.25% 8.75% CPI CPI CPI up to 4.0%2 CPI, capped at 4.0% Passing Yield (%) WALE (years) 2 Valuers discount rate Rental Growth (pa) Tenants 3 1 3 3 NABERS - - - - Occupancy 100% 100% 100% 100% Value/sqm 2,425 6,495 7,057 3,279 Net Rent/sqm $209 $513 $557 $301 1 WALE by income. 2 CPI for Sonic tenancy, and 4.0% growth for Southern X Imaging and Nikas cafe . Source: HAML/ PIR/ Jones Lang LaSalle/ Knight Frank page 10 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Investment criteria The RE intends to acquire additional properties up to a combined value of $150M (including the four seed properties). While the composition of the properties in the Fund will not be finalised until the conclusion of the Investment Period, additional property acquisitions must meet the investment criteria outlined in Figure 6. Figure 6: Investment Criteria for future acquisitions For Advisers Only Property Type Medical Centre Client & Use Description GP based clinic Locational Requirements Specialist Centre Small Private Hospitals Privately run small hospitals with fewer than 100 beds WALE Convenience-based locations more correlated with retail locational drivers >than 4 years Day Surgery and specialist services including ancillary medical services Located in, or within close proximity to, existing health precincts and facilities >than 6 years Property Occupancy >90% >85% >than 90% Asset Size Between $4.0M Between $4.0M Between $5.0M - $40.0M $15.0M $25.0M To provide sustainable and stable income to the fund from properties that have a strategic advantage, increasing the likelihood of retaining and extending occupancies and WALE. The Fund may consider funding greenfield and brownfield development opportunities that have been de-risked through ensuring each opportunity has an approved DA, agreements in place for the majority of the space and other development risk mitigants that are considered necessary. Property Objective Development Located within close proximity to existing health precincts and facilities >than 6 years Source: HAML/ PIR Initial portfolio lease expiry As highlighted in Figure 7 below, nearly 50% of the rent roll matures in June 2018. Typically, leases in the sector have a five-year duration. PIR has reviewed the RE’s assumptions around lease renewals or re-leasing potentially vacant spaces. We note that the RE has adopted the views expressed by the independent valuers. Notwithstanding this, the Fund’s ability to maintain high occupancy on attractive terms will affect both income and the sale prices that it can realise. Figure 7: Portfolio lease expiry 60% 49.6% 50% 40% 36.4% 30% 20% 13.6% 10% 0% 0.0% 0.4% 0.0% 0.0% Nov-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 + Source: Heathley/ PIR page 11 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Initial Assets 87-89 Langtree Avenue, Mildura The property is located within the CBD of Mildura, approximately 560 kilometres north-east of Melbourne. Situated across Langtree Avenue from the Langtree Mall, development surrounding the property is primarily commercial and retail. Constructed in 1991 as a purpose built medical centre, the property underwent a significant refurbishment in 2007/2008. The two storey building is constructed in reinforced concrete and steel frame, with metal panel wall cladding on the façade. The property has 1,578 square meters of office space fully let to two tenants. There are 5 car spaces at the back of the accommodation. The building is fully occupied, with a WALE of 6.91 years. The valuer forecasts an unlevered 10-year IRR (including capex) of 9.4%. For Advisers Only Lots 4, 5 & 6 956 Gympie Road, Chermside The property is situated in the Brisbane suburb of Chermside, approximately 9.5 kilometres north of the Brisbane GPO. The property comprises 5 levels of office/medical specialist accommodation and basement car parking for 22 vehicles. Constructed in 2007/2008, the building is surrounded by a range of retail, aged care/residential and commercial buildings. Lots 4, 5, and 6 encompass a net lettable area of 751 square meters leased to three tenants. The building is fully occupied, with a WALE of 5.9 years by income. The valuer forecasts an unlevered 10-year IRR of 7.29%. 52 Pendlebury Rd, Cardiff Located in the suburb of Cardiff, approximately 15 kilometres west of the Newcastle Central Business District, within the Lake Macquarie LGA. The property consists of a two-storey, full brick, purpose-built private hospital and medical clinic completed in circa 1990. The western corner of the property has a two-storey storage shed, with a 52 vehicle car park surrounding the main building. The NLA is approximately 1,601 square meters on the site having an area of 8,369 square meters. The building is fully occupied. WALE is 4.5 years (as at 5 Dec 2014), leased to two tenants. The independent valuer forecasts an unlevered 10-year IRR of 7.7%. 574 Melton Highway, Sydenham The property is located on Melton Highway, 26 kilometres to the north-west of the Melbourne CBD. The property is surrounded by a mixture of residential, retail and small office development. The two-storey purpose built medical centre was constructed in 2012 from reinforced concrete and steel frame with metal panel cladding. The 639 square meters of net lettable area accommodates St Vincents Hospital, with 30 car spaces off Melton Highway. The building is fully occupied, with a WALE of 3.70 years. The valuer forecasts an unlevered 10-year IRR (including capex) of 9.14% Capital Expenditure (capex) PIR has reviewed the valuation reports of the four seed properties and assumed the same level of capex in its estimates. page 12 of 23 The capex requirement for 87-89 Langtree Avenue, Mildura is expected to be relatively low in the short term. However due to a large refurbishment allowance and agent fees in year 7, total capex is estimated over the Initial Term to be $228,127. This equates to 7.7% of gross income over the Initial Term; The capex requirement for lots 4, 5 & 6 956 Gympie Road, Chermside over the Initial Term is expected to be $68,692. This equates to 2.7% of gross income over the Initial Term; The capex requirement and letting up allowances for 52 Pendlebury Rd, Cardiff over the Initial Term are expected to be $761,353 due in part to significant capex assumed by the valuer in year 1. The total capex requirement and letting-up allowance equates to 22.4% of gross income over the Initial Term; and Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 The capex requirement for 574 Melton Highway, Sydenham over the Initial Term is expected to be $154,744. Refurbishment allowances are not forecast until after the Initial Term. The capex requirement is expected to be 6.0% over the Initial Term. The total capex, refurbishment allowance and letting up allowance for the four seed properties equates to approximately $1.2M, equating to 10.5% of gross income over the Initial Term. Tenant and lease details PIR has reviewed the tenant and lease summary provided by the RE and believes the majority of the tenants to be quality tenants. Over 60% of the tenants have numerous locations around the country and an acceptable level of financial stability. Some of the single-location local tenants have been in business within the area for long periods and/or provide government-assisted income such as bulk billing. Figure 8 summarises the contribution of the tenancies. For Advisers Only Figure 8: Tenant contribution to passing income Tenant Address % of portfolio passing income (gross) % of Total Portfolio Area (sqm) Total Area (sqm) Lease expiry Healthe Care Cardiff 21.89% 23.92% 1,100 Tristar Medical Mildura 20.33% 32.42% 1,491 Nov 18 Dec 19/ Dec 20 St Vincents Hospital (Mel) Sydenham 19.00% 13.89% 639 Jun 18 Southern X Imaging Chermside 16.57% 10.05% 462 Apr 22 Sonic Healthcare Pendlebury Management Services Chermside 8.59% 4.41% 203 Apr 18 Cardiff 8.21% 10.89% 501 Oct 20 Nikas (Café) Chermside 3.22% 1.87% 86 Apr 19 Mildura Optical Mildura 1.66% 2.54% 117 Jun19 Chermside Day Hospital Chermside 0.14% Car park NA NA NA Obesity Solutions Chermside 0.14% Car park NA Margaret Graham Chermside 0.13% Car park NA NA 0.12% Car park NA NA 100.00% 99.99% 4,599 Avonder Chermside Total Source: Heathley Market evidence on rents and recent sales activity In the tables below, we present evidence on recent leasing and transaction activity. Given the variance between the types of centres, type of services offered, and location-specific attributes, the market activity shown below should serve as a guide only. Figure 9: Recent transactions in medical assets Sale Date NLA (sqm) Price (A$m) Price ($/sqm) Initial Yield WALE (years)1 Jul-14 1,147 6.5 5,667 8.45% 4.4 Primary Medical and Dental Centre 21 Bertha St, Caboolture, QLD May-14 822 4.5 5,474 7.96% 3.6 852 Whitehorse Rd, Box Hill, VIC Nov-13 680 5.7 8,346 4.82% 5.0 6-8 Waranga Drive, Kialla, VIC Aug-13 1,011 3.6 3,511 8.77% 15.0 Address Margate Medical Centre, QLD Source: Independent valuation reports/ PIR page 13 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Figure 10: Recent market leasing activity Address Term (yrs) Area (sqm) Net Rent ($/sqm) Incentive (%) Grd Floor, 239-241 Thirteenth Ave, Mildura 15 858 269 NA First Floor, 239-241 Thirteenth Ave, Mildura 15 604 234 NA 5 104 8031 $50,000 297 1 3 months rent 799 Old Cleveland Rd, Chermside Ipswich Rd, Annerley 10 700 1 Gross rental (A$/sqm) For Advisers Only Source: Independent valuation reports/ PIR page 14 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 4.Investment Analytics We summarise below the forecasts and assumptions provided by the RE below: The forecast net property income is based on the lease terms of each tenant. Rental growth projections range between CPI and 4.00% per annum; Fees and costs are as per the PDS; PIR has assumed that the letting-up allowances, agent fees and capex forecast by the valuers are sufficient to retain the current tenants over the Initial Term; The RE forecasts that distribution payments to investors will include some tax-deferred amounts; The all-in interest rate for the debt facility is 4.25% (base rate of 2.8%, plus a 1.45% margin For Advisers Only assuming the LVR is between 45% and 55%). 50% of the facility will be hedged for 3 years; The RE forecasts an annualised distribution yield of around 8.0% over the forecast period. Figure 11: Heathley Medical Fund PDS Pro forma income statement Forecast Cash Flow and Distribution Statement Net Property Income Interest Income Total Income Management fees FY15f $'000 FY16f $'000 921 1,578 7 3 928 1,581 (82) (126) (101) (128) (547) - 199 1,328 Interest expense (265) (464) Net Profit (67) (864) 547 - Fund expenses Acquisitions costs write off 1 EBIT Forecast distribution Add back Acquisition costs1 Fund establishment costs 69 Debt establishment cost amortisation 10 15 560 879 5.1 8.0 8.0% 8.1% 2.8 2.9 Distribution Paid Distribution (cents) Annualised distribution yield Interest Cover Ratio 3 1 Acquisition costs are funded through the equity raising and therefore excluded from the calculation of forecast distribution. 2 Borrowing costs relating to the debt facility are amortised over the term of the facility. 3 In accordance with ASIC Regulatory Guide 46. Source: Heathley/ PIR Yield Analysis A notable feature of the forecasts is the high distribution yield to investors, which is comparable to the underlying portfolio yield. As the table below highlights, leverage (specifically, the positive spread between the asset yield and debt costs) essentially negates the effects of one-off upfront and ongoing management costs. Investors should note that while leverage amplifies returns when the asset yield is greater than the interest rate, it reduces returns when the spread is negative. page 15 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Figure 12: Effect of gearing on investor yield from initial portfolio Yield Initial property portfolio yield 8.45% Comments Passing yield Ongoing MER -0.90% Unlevered asset yield 7.55% Effect of upfront costs -0.62% Stamp duty, acq. fee, and other upfront costs Unlevered investor yield 6.93% Pre-gearing Effect of gearing Post-gearing earnings yield 1.11% 8.05% Management expense payable +ve spread between asset yield and debt cost Equates to amount available for distribution Source: PIR For Advisers Only The balance sheet presented below highlights two important features: The properties are being held on balance sheet at their purchase price plus capitalised stamp duty costs. This results in gearing of 47%. Assuming stamp duty costs were written-off at commencement, the gearing would be higher at around 50%. Similarly, the PDS shows an NTA of $0.94 per unit assuming stamp duty costs are capitalised. Excluding stamp duty from this calculation results in an NTA of $0.85 per unit. Figure 13: Heathley Medical Fund Pro forma balance sheet, per the PDS As per PDS ($’000) Assets Cash Investment Properties Total Assets 57 19,632 19,688 Liabilities Debt 9,300 Debt establishment costs Total Liabilities Net Tangible Assets (47) 9,254 10,434 Units on Issue 11,050 NTA per unit 0.94 Fund gearing 47% Source: Heathley/ PIR NTA Analysis The starting NTA is an important consideration, as upfront costs can dilute investors’ returns. It is also important to assess the NTA dilution in the context of statutory costs and fees paid to the fund manager. As Figure 14 shows, 10 cents of the total 15 cents dilution to NTA can be attributed to statutory costs and fund set-up costs. This equates to 73% of all upfront costs incurred at the commencement of the Fund. This is a cost that all fund managers would incur under normal conditions. The remaining 5 cents of the issue price is an acquisition fee payable to the fund manager for sourcing the asset. Under exceptional circumstances, where stamp duty may be exempt, a fund’s NTA would be higher. The NTA would also be higher if the fund manager were to acquire a property at a discount to the independent valuation of the property. As such, any benefit from one-off exemptions would be an exception. page 16 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Figure 14: NTA breakdown Cents per unit Issue price 100 Less: Stamp duty payable (10) Fund set-up costs (1) Acquisition fee (4) 73% of upfront costs can be attributed to property and fund set up costs. Add: Acquisition (premium)/ discount to valuation For Advisers Only NTA per unit* 85 * variance due to rounding error. This is on the proviso that stamp duty costs are written off on Fund commencement. The NTA is $0.94 per unit if stamp duty and fund set up costs are capitalised. Source: PIR Expected Future Performance (IRR) The three main performance drivers for return on equity in the Fund are as follows: 1. The property income profile (affected by lease structure); 2. The terminal value upon the sale of its investments (asset quality + market conditions); and 3. The cost of debt in each of its investments. As we highlighted in the Property section of this report, in this case PIR believes lease structures (‘sticky’ medical/health tenants with ‘sticky’ location-specific customers) give no grounds for concern. PIR has assumed that the forecast letting-up allowances, agent fees and capex will be sufficient to retain near 100% occupancy across the four seed properties over the Initial Term. The terminal value of the investments when they are sold will depend on prevailing market conditions and the metrics of each asset (such as occupancy, rents relative to market rents, and capitalisation rates). Typically, the industry assumption is to adopt a softer cap rate to take into account functional obsolescence and allow for unforeseen risks. Should the Fund refinance debt at a higher rate, this will most probably affect the eventual Fund IRR. PIR has undertaken IRR sensitivities using both the weighted average terminal cap rate and the all-in cost of borrowings as variables. Key assumptions are as follows: The cost of borrowings will rise modestly throughout the Initial Term; PIR has not assumed any additional property acquisitions after acquisition of the seed properties; All fees payable are implicitly included in the calculation (i.e. the amount distributed in any given year, and hence factored into the IRR calculation, is calculated after fees). We have adopted a weighted average terminal yield of 8.49%, which equates to 25bps of cap rate expansion compared to the initial weighted average cap rate of 8.24%. This represents the weighted average cap rate upon time of sale. Finally, we have calculated the IRR from the perspective of an investor who buys a $1 unit at fund commencement. page 17 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Using the assumptions highlighted above, PIR expects an IRR of around 9%-10% as our base case. The final number will depend on market conditions, the Fund’s net asset position at the time, and interest rates over the life of the Fund. The most sensitive driver is the terminal cap rate. Whilst the cost of borrowings does affect returns, PIR does not consider it to be as important as the terminal yield. PIR take a conservative view to forecasting performance. A significantly stronger investment market at the time of sale, or alternatively, lower letting-up allowances, agent fees and capex could result in an IRR above 10%. Conversely, if demand and market valuations fall significantly, returns would decline. Figure 15: Pre-tax IRR (after fees) Sensitivity Analysis For Advisers Only Terminal Cap Rate page 18 of 23 Cost of borrowing 3.25% 4.25% 5.25% 6.25% 7.99% 11.2% 10.4% 9.7% 8.9% 8.24% 10.6% 9.8% 9.1% 8.3% 8.49% 10.0% 9.2% 8.4% 7.7% 8.74% 9.5% 8.7% 7.9% 7.2% 8.99% 9.1% 8.3% 7.5% 6.7% Source: PIR Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 5.Management & Corporate Governance Background of RE and Manager Heathley Asset Management Limited (HAML) is the Manager of the Fund. The sole shareholder of HAML is Heathley Limited, established in 1977. The principal area of operations of Heathley Limited is funds management. HAML has total property funds under management of approximately $288 million, spread across seven single-property fixed term funds. For Advisers Only Investment Committee page 19 of 23 The investment committee comprises the board members of the RE. A majority of the board comprises non-executive directors. We detail the backgrounds of these individuals on the next page. Compliance Plan and Committee PIR has reviewed the RE’s Compliance Plan and believes the compliance framework and procedures are consistent with good corporate governance. The RE’s compliance committee comprises a majority of external members. Related Party Transaction policy HAML maintains, and complies with ASIC requirements for, a written policy on related party transactions, including assessment and approval processes for such transactions. All related party transactions will be conducted on an arm’s-length basis and will require appropriate sign-offs at the board level. In all other cases, unless an exception is available under the Corporations Act 2001, a transaction would be subject to approval by unitholders. All related party transactions require approval from the HAFM Board who will only approve transactions that are on arm’s length terms. Any transactions not on arm’s length basis will require approval from unitholders. Board of the Responsible Entity After reviewing the composition of the RE board and senior executive team, PIR believes that they have the relevant skills and experience to operate the Fund. The senior executive team comprises the key management personnel of Heathley, while the board (summarised on the next page) comprises a subset of the Heathley management and non-executive directors. Each board member and senior executive has demonstrable property and investment management skills. These extend to an appropriate blend of direct property, funds management and compliance. Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 For Advisers Only Figure 16: Board of directors for the RE page 20 of 23 Name Role Experience John Stuckey Chairman & Non-Executive Director Heathley Asset Management Limited 25 years’ experience as a management consultant McKinsey & Company; former Chairman of External Advisory Panel of ASIC; and six years on Heathley Advisory Board. Peter Hemming Founding Chairman & NonExecutive Director Heathley Asset Management Limited 37 years’ experience having established Heathley Limited in 1977; Founding Chairman of Heathley Asset Management; former member of External Advisory Panel of ASIC. David Smithson Non-executive Director Heathley Asset Management Limited 35 years’ experience in banking funds management and general and life insurance. Chairman of Heathley’s IT Committee. Peter Barnes Non-executive Director Heathley Asset Management Limited 21 years’ experinece as Managing Director CRI Australia and Lend Lease; Non-Executive Director at Valad V+ Fund, Capstone Recruitment; Chairman of the Investment Committee at Charter Hall. Andrew Hemming Managing Director Heathley Asset Management Limited 11 years’ experience in investment markets with leading international financial institutions in Sydney & London. Appointed in 2013 and previously worked at Heathley from 2007 to 2011. George Websdale Executive Director Heathley Asset Management Limited 20 years’ experience in management and investment management of commercial and industrial property across Australia. Previously General Manager of Office & Industrial at Stockland Property Group. Source: HAML/ PIR Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 6.Past Performance Heathley Funds Past Performance Below, we table the lifetime performance history of Heathley’s managed real estate funds. Currently, Heathley has approximately $300M Funds Under Management (FUM).Of this, ~$160M is in the open-ended Diversified Real Estate Fund and ~$140M is spread across 6 closed-ended, single-asset property funds. For Advisers Only Figure 17 illustrates Heathley’s track record over the last 36 years of investing in property funds. The average IRR is 11.33% across 24 funds. With a focus on office and industrial property in Brisbane and Sydney, Heathley has managed investments for 2,500 clients. PIR believes that Heathley has a good track record with its past syndicates. page 21 of 23 When interpreting the returns below, readers should note that past performance is not a reliable indicator of future performance as each syndicate – and its respective underlying asset – has its own specific risks and attributes. Figure 17: Heathley Property Funds Total Return (IRR) 25.00% 20.00% 15.00% 11.33% 10.00% 5.00% 0.00% Source: HAML/ PIR Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR). Heathley Direct Medical Fund No. 1, November 2014 Appendix – Ratings Process PIR has developed a framework for rating investment product offerings in Australia. Our review process gives consideration to a broad number of qualitative and quantitative factors. Essentially, the evaluation process includes the following key factors: product management and underlying portfolio construction; investment management, product structure, risk management, experience and performance; fees, risks and likely outcomes. The Ratings Financial Advisers and investors should note that for all ratings categories, the product may not suit the risk/return profiles of all investors. AAA (Highly recommended): This is the highest rating provided by PIR, indicating this is a best of breed product that has exceeded the requirements of our review process across a number of key evaluation parameters and scored exceptionally in a number of categories. The product provides a highly attractive risk/return trade-off. The Fund is likely to effectively manage endogenous and, to the extent that it can, exogenous risk factors with industry best practice. For Advisers Only AA+ (Highly recommended): Indicates that PIR believes this is a superior grade product that has exceeded the requirements of our review process across a number of key evaluation parameters and scored exceptionally in a number of categories. AA (Recommended): Indicates that PIR believes this is an above-average grade product that has exceeded the minimum requirements of our review process across a number of key evaluation parameters. In addition, the product rates highly on one or two attributes in our key criteria. It has an above-average risk/return trade-off and should be able to consistently generate above-average risk adjusted returns in line with stated investment objectives. The Fund should be in a position to effectively manage endogenous and, to the extent that it can, exogenous risk factors. This should result in returns being reflective of the expected level of up-side and down-side risk. AA- (Recommended): Indicates that PIR believes this is an above-average grade product that has exceeded the minimum requirements of our review process across a number of key evaluation parameters. It has an above-average risk/return trade-off and should be able to consistently generate above-average risk adjusted returns in line with stated investment objectives. A+ (Investment grade): PIR believes this is a suitable product that has met the aggregate requirements of our review process across a number of key evaluation criteria. The product provides some unique diversification opportunities, but may not stand apart from its peers. It has an acceptable risk/return trade-off and should generate risk adjusted returns in line with stated investment objectives. A (Investment grade): PIR believes this is a suitable product that has met the aggregate requirements of our review process across a number of key evaluation criteria but may not stand apart from its peers. There are certain assumptions, the outcome of which is sometime in the future and, therefore, less predictable. The product has an acceptable risk/return trade-off and is potentially able to generate risk-adjusted returns in line with stated investment objectives. A- (Investment grade): PIR believes this is a suitable product that has met the aggregate requirements of our review process across a number of key evaluation criteria. There are certain assumptions, the outcome of which is sometime in the future and, therefore, uncertain. However, it has an acceptable risk/return trade-off. The product has an acceptable risk/return trade-off and is potentially able to generate risk-adjusted returns in-line with stated investment objectives. B+ (Speculative): PIR believes this is a product that has a number of positive attributes; however, there are a number of risks that make investing in this product a speculative proposal. While PIR does not rule out investing in this product, investors should be very aware of, and be comfortable with, the specific risks. The product may provide unique diversification opportunities. However, concerns over one or more features mean that it may not be suitable for most investors. B (Not recommended): PIR believes that despite the product’s merits and attributes, it has failed to meet the minimum aggregate requirements of our review process across a number of key evaluation parameters. While this is a product below the minimum rating to be considered Investment Grade, this does not mean the product is without merit. Funds in this category are considered to contain high risks which are not reflected by the projected return. Performance volatility, particularly on the down-side, is likely. This report has not been commissioned, and, as such, PIR has not directly received a fee for its publication. Under no circumstances has PIR been influenced, either directly or indirectly, in making statements and/or recommendations contained in this report. page 22 of 23 Copyright © 2014 Independent Investment Research Administration Pty Limited (trading as PIR).