Cromwell European REIT’s First Placement. Acquires Polish and French Places of work

There was a couple of placements, non-renounceable rights points and acquisitions by REITs that I can not get via all (effectively by my very own requirements). However I believed I’ll simply do the Cromwell European REIT one. 

After the burnout work within the workplace prior to now 2 weeks, I actually don’t really feel like doing something. 

So this one will in all probability be a brief one. 

I’ve not do a lot homework on Cromwell, so determine to deal with this as a soothing homework of mine. 

Cromwell European REIT might be buying 

three Freehold French Workplace Buildings in Better Paris2 Freehold Workplace buildings in Krakow, Poland1 Freehold Workplace constructing in Poznan, Poland  

The numbers look good, notably impress with the form of internet preliminary yield that they will nonetheless garner out there like this.

I’m not notably aware of the markets in Europe, so I’m not going to fake that I do know that, however for those who exit to a decrease tier markets, or nations deemed to be extra dangerous, you may get CAP charges which are increased. Nonetheless, they often include some prices, be it extra unstable economies, resulting in extra unstable occupancy or extra unstable market hire. 

The WALE for Poland seems to be on common reasonably brief, and we are able to see similarities with the portfolio of Poland retail belongings that was suppose to enter Cromwell’s preliminary IPO however was taken out (you possibly can learn my write up of that right here)

Majority of the property are freehold and this might refine the standard of Cromwell’s portfolio in that side.

Cromwell European REIT’s shareholders would want Eur 248 mil to finance these 6 acquisitions.

What does this do to Cromwell REIT’s present portfolio?

Nicely not a lot. It does make it greater.

And geographically, it diversifies to 2 extra nations.

What we’ve are:

loads of properties (103)diversified throughout 7 European nations, and throughout much more citiesa lot of tenantsprimarily free maintain belongings

You would possibly like one thing like this. I do surprise if Cromwell actually have that established staff in Europe, and in so many nations, that they will handle to maintain the properties effectively rented.

Including extra properties would additionally cut back the focus on high tenants, in case one main tenant not renewing will trigger a big drop in dividends per unit. 

Whereas based mostly on tenants, properties, geography, Cromwell seems to be very diversified, if you buy, you might be hoping that this diversification smooths out the hire and occupancy volatility throughout the 103 properties.

For instance, if a area goes right into a cyclical downturn, one other area that’s in a upturn buffers the drop in occupancy and hire. 

It will be good if the administration have a “clock” that reveals for every nation, and every property section, the place they’re within the cycle, in order that we are able to admire whether or not this diversification is a robust level of Cromwell.

Capital Financing: Simply Dividend and DPU Accretive after Placement

To finance this reasonably large acquisition, Cromwell’s preliminary plan was to make use of Eur 150 mil in debt and Eur 100 mil via placement.

In the event that they went via with this, the deal would have enhance the dividend per unit by 6.5%.

One factor I discover is the low present borrowing value of 1.Four%, which makes loads of these offers look excellent. There’s a big unfold between the debt borrowing value and the CAP price (or internet/gross preliminary yield, reversionary yield)  of the property, be it Four% to 9%.

Placement value at EUR zero.46

Nonetheless, the position was very talked-about.

Through the acquisition announcement, Cromwell introduced that the position value can be between EUR zero.46 to zero.47. 

Finally, the non-public placement was oversubscribed and positioned out at EUR zero.46. 

Because of the over-subscription, Cromwell European REIT managed to put out a further Eur 50 mil in fairness. (Whole Eur 150 mil)

A complete of 326 mil new items might be issued at Eur zero.46, which is able to elevate Eur 150 mil.

This placement value represents:

a 5.9% low cost to the common quantity weighted value for the day earlier than buying and selling, adjusted to the Eur zero.0205 advance dividenda 9.6% low cost to the common quantity weighted value  with out adjustment for the Eur zero.0205 advance dividend

The location low cost, for those who issue within the 1% gross sales cost that placement share subscribers paid, is reasonably tight. (A lower than 6% low cost is reasonably tight, and 6-10% low cost to final adjusted value is reasonably honest)

It will have been higher if it was extra leveraged

With these stuff turning into clearer, allow us to plug within the information and see how Cromwell European REIT seems to be like earlier than and after this acquisition.

The DPU forecast in these rights, or placement paperwork are usually not correct going ahead. It’s because they’re often utilizing historic distribution earnings for the present portfolio and evaluating it to the brand new addition throughout the identical interval.

A number of issues may need change. Your REIT may need purchased or bought some properties throughout this era.

So for instance, they could be assuming the distribution earnings to be from June to December of final yr and evaluating that with the brand new acquisition. That’s helpful to indicate you the extent of DPU accretion. ( within the case of Cromwell, they listed a full yr earnings, so they don’t have this downside)

Nonetheless, for those who want to discover out what’s the projected future DPU, dividend yield, if they’ve buy or haven’t buy this 6 properties, this may not be useful. 

The Eur 13.5 mil distinction in distributable earnings is useful for us to seek out out the projected yield after curiosity value for the extra debt taken up. (in actuality, it must be increased, since now we all know that we’re simply taking Eur 100 mil in further debt as a substitute of Eur 150 mil)

Cromwell, of their slides, defined that the DPU accretion can be 2.Four% however in some way after I put within the figures, I didn’t get the identical factor. I get a DPU accretion of zero.92%. 

The dividend yield might be eight.49% versus eight.41% now

The gearing is barely increased, going from 36.6% to 37%.

The e book worth per share went down, in all probability as a result of they’re buying this portfolio beneath their present portfolio e book worth (do appropriate me if I’m unsuitable about this)

This deal seems to be good for the shareholders, provided that the properties are of worth (after I say this, it additionally means the tenants within the properties are high quality)

Operation Administration of Present Portfolio

From this level, it’s much less concerning the placement and acquisition however on what I consider the REIT itself.

I believe I discussed I’m not positive how nice the supervisor is ready to handle such a portfolio that spans so many places. 

A portfolio of this variety within the arms of an excellent supervisor goes to be nice. There are loads of issues they will do with it. 

Nonetheless, it could be very difficult for a sub-par administration or maybe it’s simply not possible in any respect to handle such a various set of properties.

One of the best ways is to take a look at among the metrics that will present these form of issues. 

There are 2 major segments:

OfficeLight industrial and Logistics

And in these 2 segments there are sub-divided into geographical segments. 


On this desk above, I’ve tabulated the occupancy, workplace and industrial rental reversion, new leases and renewal and retention price. 

I used to be reasonably disillusioned that Netherlands workplaces, which was a part of the IPO, was getting weaker and weaker. We do perceive that there was some asset enhancement initiative within the first quarter 2018 report, nevertheless it may not need to do with the financial system. In the identical nation, the logistics and lightweight industrial occupancy have been doing very effectively. 

It looks like their mild industrial section can have loads of tenant adjustments. That is throughout higher occasions. We should see throughout poorer financial occasions, whether or not there might be much less new leases and the decrease retention price will work in opposition to Cromwell.

For now it feels that the entire portfolio, regardless of the higher common WALE, appear like our Singapore common and lightweight industrial REIT section. Excessive CAP Charge, but additionally extra cyclical.

Simply that a minimum of, the properties are usually not 30-40 yr land lease properties. 

And we’ll see if the diversification permits the general portfolio to keep up its DPU or there is no such thing as a profit in diversifying in Europe in any respect.

Concentrated Debt Danger

The slide above reveals the debt maturity profile for Cromwell European REIT. It is vitally concentrated.

And they’re in negotiation to get it renewed. They may have a possibility there to resume at a low rate of interest. However they higher make sure that they renew. As a result of in the event that they don’t, then it’s going to get actual ugly.

In my view, they need to unfold out the debt maturity. We’re in a state of affairs the place the debt value in Europe is favorable. Nonetheless the extra wise factor is to “ladder” the debt maturity in order that to make sure we don’t get unfortunate, and have a yr the place there’s a credit score disaster and majority of your debt is maturing in that one yr. 

French Authorities won’t Take Possession of Parc des Docks

In an earlier announcement, Cromwell European REIT additionally introduced that the French authorities won’t take possession of Parc des Docks. This dispute have been going since Cromwell put of their prospectus throughout their 2017 IPO. The french authorities had earlier the intention to develop a hospital, college advanced and college on the 10 hectare freehold web site. 

The federal government will thus compensate the Reit Eur 907okay for the advertising and leasing actions that had been positioned on maintain for the Parc desk Docks web site throughout its deliberations for the proposed expropriation.

The Reit supervisor expects the property’s occupancy price, which stands at 83 per cent, to extend considerably over the remainder of 2019 along with vital optimistic rental reversion resulting from its accessibility and proximity to the Paris central enterprise district.

Parc des Docks is a last-mile logistics property located on a 10-hectare freehold web site in an industrial space near the River Seine in Paris. Final-mile logistics fulfilment refers back to the remaining leg of supply to the top person.

It has a NLA of 73,371 sqm of warehouse and ancillary workplace area. It was independently valued at Eur 114.1 million as at Dec 31, 2018, which is 16.Four per cent increased than the Eur 98 million that Cromwell E-Reit paid for it in 2017.

Parc des Docks can be the Reit’s third-largest asset by worth.

With this announcement, Cromwell will have the ability to attempt to lease out the area they usually have acquired encouraging inquiries. 

This slides make it sound so good, however I’m wondering do the REIT holders personal the total 10 hectare! I re-read the prospectus and it didn’t say so. 

Nonetheless, in the event that they develop the encompassing, it may well solely be good for the property occupancy and hire. 

Placement as a type of Financing is a Large Plus to Cromwell REIT

Cromwell European REIT ought to take pleasure in this financing as an enormous win. That is their first placement and it’s also oversubscribe. 

I’ve tabulated Cromwell’s historical past of capital financing historical past right here:

** click on to view bigger desk **

Cromwell tried to IPO in Sep 2017, however have to return to the drafting board when issues didn’t work out so effectively. Finally they IPO at Eur 866 mil market cap. 

From there, they bump up the variety of properties from 74 to 103!

There have been some small acquisitions, however the largest was undoubtedly the Oct 2018 38 for 100 rights subject.

Renounceable Rights Challenge needs to be extra closely discounted however when your REIT is small, it’s tough to achieve institutional help to do a placement.

Rights subject is a necessity. Until your asset worth admire quite a bit.

That is what loads of traders don’t perceive. They saved saying rights subject is dilutive, and administration mustn’t use it.

However generally… they don’t have a selection!

Cromwell’s authentic IPO measurement seems to be large, and with that, and with ample liquidity,  they need to have in a position to garner institutional help that they don’t have to do a rights subject. However I believe they need to take out the Polish retail belongings.

The rights subject was not DPU accretive in case you are a shareholder and also you didn’t subscribe to the rights. Nonetheless, that’s the nature of rights subject. 

This placement is a win for the administration as a result of

they will carry in additional household workplaces and institutional investorsthey would not have to depend on rights subject, which locations stress on their share value, killing their future value of capital for future acquistionsthey are sufficiently big that they will make these common Eur 100 mil to Eur 200 mil acquisitions (Eur 200 mil is like 10% of whole belongings and 20% of market cap, we are able to consider a 50% debt 50% placement acquisition on a frequent foundation)

For the administration they will develop their AUM and earn better charges. 

Looking Third Get together offers

One of many fear we regularly have, when we’ve an unknown sponsor, making a REIT and itemizing in Singapore is that there might be some asset dumping.

Within the case of Cromwell, the sponsors ought to have some properties that they will unload to the REIT. In any case, the unique IPO portfolio was fashioned from properties within the funds they managed for third celebration traders.

We now have seen about Four acquisitions of various measurement to this point, and if I’m appropriate, all of them are from third events. This may be good and unhealthy. If you are going to buy from some funds who wish to exit their properties for their very own traders, then this may not be low cost. 

Nonetheless, it does present the flexibility of the supervisor to seek out yield accretive properties so as to add to their portfolio with out the assistance of the sponsors.

No less than the flexibility for the REIT to develop is just not capped.

Why is IREIT Struggling to Purchase?

Cromwell, in a brief span of 1.5 years have made sufficient acquisitions via debt, rights subject and placement. It’s with this that I thought of one in every of its Singapore competitor IREIT World.

The money stream yield on IREIT is close to to eight.2% however its dividend yield is probably going within the low 7% vary. Whereas its debt to asset have been within the 42% vary for a while, latest property worth appreciation have introduced down its gearing. 

It ought to have the ability to make acquisitions. 

Once I take a look at the CAP price of the properties that Cromwell purchase, it makes me wonder if it’s the case that

IREIT selected to not purchase as a result of it doesn’t match the profile of properties that they’re wanting forThese properties that Cromwell purchase are inferior in grade or high quality that they steer awayThey are usually not good managersThey would not have the liquidity to do much less deeply discounted non-renounceable rights subject or placement 


I believe the dividend yield of Cromwell REIT is engaging sufficient. The grade of properties jogs my memory of the smaller Singapore industrial REITs (even the yield feels related!)

The nice factor going for it’s that its portfolio is primarily freehold, versus the native industrial ones which have restricted land lease.

The draw back is that as an investor, you tackle forex threat with Cromwell being in Euro.

Nonetheless, given the pattern, the native industrial REITs try to accumulate properties abroad, so this can slim the distinction.

I believe Cromwell European REIT is reasonably speculative for me at this level. Let me know your ideas (or whether or not I missed out on one thing essential, if in case you have studied it longer)

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