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

There was a number of placements, non-renounceable rights points and acquisitions by REITs that I can’t get by all (nicely by my very own requirements). However I assumed 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 most likely 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 will probably be buying 

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

The numbers look good, significantly impress with the sort of web preliminary yield that they’ll nonetheless garner out there like this.

I’m not significantly accustomed to the markets in Europe, so I’m not going to fake that I do know that, however in case you exit to a decrease tier markets, or international locations deemed to be extra dangerous, you will get CAP charges which might be greater. Nevertheless, they often include some prices, be it extra risky economies, resulting in extra risky occupancy or extra risky market hire. 

The WALE for Poland seems on common relatively quick, and we will see similarities with the portfolio of Poland retail property 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 may 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 larger.

And geographically, it diversifies to 2 extra international locations.

What we now have are:

numerous properties (103)diversified throughout 7 European international locations, and throughout much more citiesa lot of tenantsprimarily free maintain property

You would possibly like one thing like this. I do surprise if Cromwell actually have that established group in Europe, and in so many international locations, that they’ll handle to maintain the properties nicely rented.

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

Whereas primarily based on tenants, properties, geography, Cromwell seems very diversified, while you buy, you’re 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 will admire whether or not this diversification is a powerful level of Cromwell.

Capital Financing: Simply Dividend and DPU Accretive after Placement

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

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

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

Placement worth at EUR zero.46

Nevertheless, the location was very fashionable.

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

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

As a result of over-subscription, Cromwell European REIT managed to put out a further Eur 50 mil in fairness. (Complete Eur 150 mil)

A complete of 326 mil new models will probably be issued at Eur zero.46, which can increase Eur 150 mil.

This placement worth represents:

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

The location low cost, in case you issue within the 1% gross sales cost that placement share subscribers paid, is relatively tight. (A lower than 6% low cost is relatively tight, and 6-10% low cost to final adjusted worth is relatively honest)

It will have been higher if it was extra leveraged

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

The DPU forecast in these rights, or placement paperwork aren’t 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 variety of issues might need change. Your REIT might need purchased or offered some properties throughout this era.

So for instance, they is likely to be assuming the distribution earnings to be from June to December of final 12 months 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 12 months earnings, so they don’t have this drawback)

Nevertheless, in case you 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 search out out the projected yield after curiosity value for the extra debt taken up. (in actuality, it needs to be greater, since now we all know that we’re simply taking Eur 100 mil in extra debt as a substitute of Eur 150 mil)

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

The dividend yield will probably be eight.49% versus eight.41% now

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

The ebook worth per share went down, most likely as a result of they’re buying this portfolio under their present portfolio ebook worth (do right me if I’m incorrect about this)

This deal seems 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 certain how nice the supervisor is ready to handle such a portfolio that spans so many areas. 

A portfolio of this range within the palms of a fantastic supervisor goes to be nice. There are numerous issues they’ll do with it. 

Nevertheless, it is likely to 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 a few of the metrics which will present these sort of issues. 

There are 2 important 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 relatively dissatisfied that Netherlands places of work, 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, but it surely may not need to do with the economic system. In the identical nation, the logistics and light-weight industrial occupancy have been doing very nicely. 

It looks like their gentle industrial section could have numerous tenant adjustments. That is throughout higher instances. We must see throughout poorer financial instances, whether or not there will probably 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 to be our Singapore common and light-weight industrial REIT section. Excessive CAP Fee, but additionally extra cyclical.

Simply that no less than, the properties aren’t 30-40 12 months land lease properties. 

And we’ll see if the diversification permits the general portfolio to take care of its DPU or there isn’t a profit in diversifying in Europe in any respect.

Concentrated Debt Threat

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

And they’re in negotiation to get it renewed. They could have a chance there to resume at a low rate of interest. However they higher be certain that they renew. As a result of in the event that they don’t, then it can get actual ugly.

In my view, they need to unfold out the debt maturity. We’re in a scenario the place the debt value in Europe is favorable. Nevertheless the extra smart factor is to “ladder” the debt maturity in order that to make sure we don’t get unfortunate, and have a 12 months the place there’s a credit score disaster and majority of your debt is maturing in that one 12 months. 

French Authorities is not going to Take Possession of Parc des Docks

In an earlier announcement, Cromwell European REIT additionally introduced that the French authorities is not going to 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 complicated and faculty on the 10 hectare freehold web site. 

The federal government will thus compensate the Reit Eur 907okay for the advertising and leasing actions that have 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 important optimistic rental reversion as a result of 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 tip person.

It has a NLA of 73,371 sqm of warehouse and ancillary workplace house. It was independently valued at Eur 114.1 million as at Dec 31, 2018, which is 16.Four per cent greater 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 house they usually have obtained encouraging inquiries. 

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

Nevertheless, in the event that they develop the encircling, it could actually solely be good for the property occupancy and hire. 

Placement as a type of Financing is a Massive 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 is usually 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 nicely. 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 greatest was undoubtedly the Oct 2018 38 for 100 rights challenge.

Renounceable Rights Problem must be extra closely discounted however when your REIT is small, it’s tough to realize institutional assist to do a placement.

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

That is what numerous buyers don’t perceive. They saved saying rights challenge is dilutive, and administration shouldn’t use it.

However generally… they don’t have a alternative!

Cromwell’s unique IPO measurement seems large, and with that, and with sufficient liquidity,  they need to have capable of garner institutional assist that they don’t must do a rights challenge. However I believe they need to take out the Polish retail property.

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

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

they’ll carry in additional household places of work and institutional investorsthey would not have to depend on rights challenge, which locations stress on their share worth, killing their future value of capital for future acquistionsthey are large enough that they’ll make these common Eur 100 mil to Eur 200 mil acquisitions (Eur 200 mil is like 10% of complete property and 20% of market cap, we will consider a 50% debt 50% placement acquisition on a frequent foundation)

For the administration they’ll develop their AUM and earn larger charges. 

Searching Third Get together offers

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

Within the case of Cromwell, the sponsors ought to have some properties that they’ll unload to the REIT. In any case, the unique IPO portfolio was fashioned from properties within the funds they managed for third get together buyers.

Now we have seen about Four acquisitions of various measurement so far, and if I’m right, all of them are from third events. This may be good and dangerous. If you are going to buy from some funds who want to exit their properties for their very own buyers, then this may not be low-cost. 

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

At the very least the flexibility for the REIT to develop shouldn’t be capped.

Why is IREIT Struggling to Purchase?

Cromwell, in a brief span of 1.5 years have made sufficient acquisitions by debt, rights challenge and placement. It’s with this that I considered one among its Singapore competitor IREIT World.

The money circulate 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, current property worth appreciation have introduced down its gearing. 

It ought to have the ability to make acquisitions. 

Once I have a look at the CAP price of the properties that Cromwell purchase, it makes me ponder whether 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 aren’t good managersThey would not have the liquidity to do much less deeply discounted non-renounceable rights challenge or placement 


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

The great 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 foreign money danger with Cromwell being in Euro.

Nevertheless, given the development, the native industrial REITs try to amass properties abroad, so it will slim the distinction.

I believe Cromwell European REIT is relatively speculative for me at this level. Let me know your ideas (or whether or not I missed out on one thing essential, when you’ve got studied it longer)

I write extra about REITs in Studying about REITs under:

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