6.5. Rule 29 Valuation Report
6.5. Rule 29 Valuation Report
In respect of:
- Marham Park (Parcel D), 1-7 and 9 Cargo Lane & 1-8 Wool Road, Bury St Edmunds, IP32 6FS
- Plough Hill, Snowy Close, Nuneaton, CV10
- Land at Lock Lane, Partington, M31
On behalf of:
Sigma Capital Group Plc and N.M. Rothschild & Sons Limited
Confidential
C CBRE Limited
Henrietta House
Henrietta Place
London W1G 0NB
Switchboard +44 20 7182 2000
Fax +44 20 7182 2273
VALUATION REPORT
The Properties The properties held by the Company as listed in the Schedule of Properties and
Appendix 1 (see below).
Instruction To value the unencumbered freehold interests in the Properties on the basis of
Market Value as at the Valuation Date in accordance with the terms of
engagement entered into between CBRE and the addressees dated 11 June 2021
Capacity of Valuer External Valuer, as defined in the current version of the RICS Valuation – Global
Standards.
Purpose The Valuation has been prepared for a Regulated Purpose as defined in the RICS
Valuation – Global Standards (2020 (“Red Book”). We understand that our
valuation report and the Appendices to it (together the “Valuation Report”) is
required for the purposes of Rule 29 of the City Code on Takeovers and Mergers
issued by the Panel on Takeovers and Mergers (the “Takeover Code”) and for
inclusion in a scheme document to be issued by the Company pursuant to the
terms of the Takeover Code all in relation to a cash offer by Six Bidco Ltd (a wholly-
owned indirect subsidiary of investment funds managed by PineBridge Benson
Elliot LLP) for the entire issued and to be issued share capital in the Company.
www.cbre.co.uk
Registered in England No 3536032 Registered Office St Martin’s Court 10 Paternoster Row London EC4M 7HP
CBRE Limited is regulated by the RICS
Confidential
In accordance with the Red Book we have made certain disclosures in connection
with this valuation instruction and our relationship with the Company and the
Offeror.
Market Value £19,550,000 (Nineteen Million Five Hundred and Fifty Thousand Pounds)
exclusive of VAT, as shown in the Schedule of Properties and Values set out below.
We have valued the Properties individually and no account has been taken of any
discount or premium that may be negotiated in the market if all or part of the
portfolio was to be marketed simultaneously, either in lots or as a whole.
For the avoidance of doubt, we have valued the Properties as real estate and the
values reported herein represent 100% of the market values of the assets. No
account has been taken in reporting these market values of the extent of the
Company’s interests in the companies holding the subject Properties.
Where a property is owned by way of a joint tenancy in a trust for sale, or through
an indirect investment structure, our Valuation represents the relevant apportioned
percentage of ownership of the value of the whole property, assuming full
management control. Our Valuation does not necessarily represent the value of
the interests in the indirect investment structure through which the Property is held.
Our opinion of Market Value is based upon the Scope of Work and Valuation
Assumptions attached and has been primarily derived using comparable recent
market transactions on arm’s length terms.
There are no negative values to report, as shown in the Schedule of Properties and
Values set out below.
Market Conditions The outbreak of COVID-19, declared by the World Health Organisation as a
Explanatory Note: Novel “Global Pandemic” on the 11th March 2020, has and continues to impact many
Coronavirus (COVID-19) aspects of daily life and the global economy – with some real estate markets
having experienced lower levels of transactional activity and liquidity. Travel
restrictions have been implemented by many countries and “lockdowns” applied
to varying degrees. Whilst restrictions have now been lifted in some cases, local
lockdowns may continue to be deployed as necessary and the emergence of
significant further outbreaks or “future waves” is possible.
The pandemic and the measures taken to tackle COVID-19 continue to affect
economies and real estate markets globally. Nevertheless, as at the valuation date
some property markets have started to function again, with transaction volumes
and other relevant evidence returning to levels where an adequate quantum of
market evidence exists upon which to base opinions of value. Accordingly, and for
the avoidance of doubt, our valuation is not reported as being subject to ‘material
valuation uncertainty’ as defined by VPS 3 and VPGA 10 of the RICS Valuation –
Global Standards.
For the avoidance of doubt this Explanatory Note has been included to ensure
transparency and to provide further insight as to the market context under which
the valuation opinion was prepared. In recognition of the potential for market
conditions to move rapidly in response to changes in the control or future spread
of COVID-19 we highlight the importance of the valuation date.
2
CONFIDENTIAL C
In the case of development valuations, we would draw your attention to the fact
that, even in normal market conditions, the residual method of valuation is very
sensitive to changes in key inputs, with small changes in variables (such as the
timing of the development, finance/construction costs and sales rates) having a
disproportionate effect on value. Consequently, in the current extraordinary
market conditions – with construction costs increasing, supply and timing issues,
fluctuating finance rates, uncertain marketing periods and a lack of recent
comparables – it is inevitable that there is even greater uncertainty, with residual
values being susceptible to much more variance than normal.
Rental Income The valuation we have provided reflects the rental income as at the date of
valuation, as set out within this report, which you have confirmed to be correct and
comprehensive. It also reflects any issues concerning the anticipated cash-flow that
you have advised us of, as set out within this report. Given the uncertainties
relating to the COVID-19 virus and the current restrictions on business activities, it
is likely that there will be significant rental defaults and/or insolvencies leading to
voids and a resulting shortfall in rental income. Should this occur, there will be a
negative impact on the values of the subject properties. However, we would draw
your attention to the fact that the rent collection in the residential markets has been
robust when compared to other asset classes. This has been evidenced across the
Company’s operational portfolio with no rental defaults of note for the properties
which are occupied at Marham Park and Meth.
Development Assets Properties held for Development or in the Course of Development have been
valued on the Residual (Development Appraisal) Method. This is the commonly
practised method of valuing development property, whereby the estimated total
costs of realising the proposed development (including construction costs, fees and
other on-costs, contingencies, costs of finance and developer’s profit) are
deducted from the gross development value of the completed project to determine
the residual value.
It should be noted that values derived from a Residual Development Appraisal
calculation are extremely sensitive to minor changes in any of the inputs. Whilst
we have checked the information provided to us against available sources of
information and provided for a level of profit which in our opinion reflects the level
of risk inherent in the project, unforeseen events such as delays in timing, minor
market movements etc. can have a disproportionate effect on the resulting value.
Should information which we were not made aware of at the time of the valuation
subsequently come to light which changes our view on any of the input variables
adopted, then the value reported is subject to change and we reserve the right to
amend our valuation figures accordingly.
Report Format Appendix I of this Valuation Report provides for the Property Details and Market
Values of each asset within the subject Portfolio. This Report consists of six pages.
Compliance with The Valuation has been prepared in accordance with the version of the RICS
Valuation Standards Valuation – Global Standards (incorporating the International Valuation
Standards) and the UK national supplement (the Red Book) current as at the
valuation date.
The Valuations are compliant with Rule 29 of the Takeover Code.
3
CONFIDENTIAL C
We confirm that we have sufficient current local and national knowledge of the
particular property market involved and have the skills and understanding to
undertake the Valuation competently.
Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those
valuers has been retained within the working papers, together with confirmation
that each named valuer complies with the requirements of the Red Book.
Assumptions The Property details on which each Valuation is based are as set out in this report.
We have made various assumptions as to tenure, letting, taxation, town planning,
and the condition and repair of buildings and sites – including ground and
groundwater contamination – as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be incorrect
and should be reconsidered.
Verification We recommend that before any financial transaction is entered into based upon
these Valuations, you obtain verification of any third-party information contained
within our report and the validity of the assumptions we have adopted.
We would advise you that whilst we have valued the Properties reflecting current
market conditions, there are certain risks which may be, or may become,
uninsurable. Before undertaking any financial transaction based upon this
Valuation, you should satisfy yourselves as to the current insurance cover and the
risks that may be involved should an uninsured loss occur.
Market Conditions The values stated in this report represent our objective opinion of Market Value in
accordance with the definition set out above as of the date of valuation. Amongst
other things, this assumes that the properties had been properly marketed and
that exchange of contracts took place on this date.
Valuer The Properties have been valued and inspected by a valuer who is qualified for
the purpose of the Valuation in accordance with the Red Book.
Independence The total fees, including the fee for this assignment, earned by CBRE Ltd (or other
companies forming part of the same group of companies within the UK) from the
Addressee (or other companies forming part of the same group of companies) are
less than 5.0% of the total UK revenues.
We confirm that we do not have any material interest in the Company or the
Properties.
4
CONFIDENTIAL C
We do not consider that any conflict of interest arises in us preparing this Valuation
Report and the Company has confirmed to us that it also considers this to be the
case
Disclosure In accordance with the Red Book we make the following disclosures:
We confirm that CBRE Ltd previously valued the dwellings acquired by the
Company at Marham Park (Parcel D) formally known as; 1-7 and 9 Cargo Lane,
Bury St Edmunds, IP32 6FW and 1-8 Wool Road, Bury St Edmunds, IP32 6FS
(formally referred to as Plots 151-155, 164-168, 180-185 during the planning/
development phase) on behalf of Lloyds Banking Group for loan security purposes
as at 25 March 2021.
We do not consider that this previous involvement represents a conflict of interest
and the Company has confirmed the same.
We confirm that neither the valuers named above, nor CBRE have any personal
interest in the Company, any of the Properties or the outcome of the valuation.
We confirm that CBRE has no previous involvement with the Offeror which would
cause any conflict when undertaking this valuation.
Conflicts of Interest We confirm that we have had no previous material involvement with the Properties,
except for that outlined in section “Disclosure” above, and that copies of our
conflict of interest checks have been retained within the working papers.
We have disclosed the relevant facts to you and have received written confirmation
that it is in order for us to carry out your valuation instruction.
Responsibility For the purposes of Rule 29 of the Takeover Code, we are responsible for this
Valuation Report and accept responsibility for the information contained in this
Valuation Report and confirm that to the best of our knowledge (having taken all
reasonable care to ensure such is the case) the information contained in this
Valuation Report is in accordance with the facts and this Valuation Report contains
no omissions likely to affect its import.
Save for any responsibility arising under Rule 29 of the Takeover Code to any
person as and to the extent there provided, to the fullest extent permitted by law
we do not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising out
of, or in accordance with this Valuation Report or our statement, required by and
given solely for the purposes of complying with the Takeover Code.
Reliance This Valuation Report is for the use only of the parties to whom it is addressed and
the shareholders of the Company for the specific purpose set out herein and no
responsibility is accepted to any other party for the whole or any part of its contents
save as set out in “Responsibility” above.
No reliance may be placed upon the contents of this Valuation Report by any party
for any purpose other than in connection with the Purpose of Valuation.
Publication Neither the whole nor any part of our Report nor any references to it may be
included in any published document, circular or statement nor published in any
way without our prior written approval. Any such approved publication of, or
reference to the Report will not be permitted unless it contains a sufficient
contemporaneous reference to any departure from the Red Book or the
5
CONFIDENTIAL C
incorporation of any special assumptions referred to above (if applicable). We
acknowledge that our Report will be included in the Scheme Document subject to
our prior written consent as set out herein.
For the avoidance of doubt and with reference to Paragraph 32 of the CBRE
VSTOB, consent to publication shall not be unreasonably withheld where it refers
to the Scheme Document. As detailed above, in order to give our consent to
publication of our Valuation Report, we will need to see and be content with the
Scheme Document including the final versions thereof.
CBRE UK
St Martins Court
10 Paternoster Row
London
EC4M 7HP
6
CONFIDENTIAL C
SCHEDULE OF PROPERTIES AND VALUES
Properties in the Course of Development
Address Tenure Market Value
Plough Hill, Snowy Close, Nuneaton, CV10 Freehold £7,100,000
TOTAL £7,100,000
In accordance with Note 3 of Rule 29.4 of the Code, please find additional figures relating to the Development
assets attached at Appendix I to this report.
In accordance with Note 3 of Rule 29.4 of the Code, please find additional figures relating to the Development
assets attached at Appendix I to this report.
Investment Properties
Address Tenure Market Value
Marham Park (Parcel D), 1-7 and 9 Cargo Lane, Bury St Edmunds, IP32 6FW Freehold £4,450,000
and 1-8 Wool Road, Bury St Edmunds, IP32 6FS
TOTAL £4,450,000
Portfolio Total
Market Value
Total (say) £19,550,000
7
Confidential
SOURCES OF INFORMATION AND SCOPE OF WORKS
Sources of Information We have carried out our work based upon information supplied to us by the
Company, which we have assumed to be correct and comprehensive.
We have been provided with the following information:
The Properties Our report contains a brief summary of the Property details on which our Valuation has
been based (as at Appendix 1).
Inspections The Properties have been internally inspected (Marham Park and Plough Hill) and
externally inspected (Lock Lane) as set out below.
PROPERTY DATE
Marham Park (Parcel D), Bury St Edmund’s 23 March 2021
Plough Hill, Nuneaton 21 May 2021
Lock Lane, Partington 25 May 2021
8
CONFIDENTIAL C
Areas We have not measured the Properties but have relied upon the floor areas provided to
us by Sigma Capital Group Plc, as set out in this report, which we have assumed to be
correct and comprehensive. We have been advised that these areas have been
calculated using the Net Saleable Area measurement methodology as set out in the RICS
Code of measuring practice (6th edition).
We have relied upon the floor areas given in the information provided, which the
Company advise us are correct.
Environmental Matters We have been provided with environmental reports for each of the properties and we
do not consider there to be any unduly onerous environmental considerations that would
materially impact value. However, CBRE gives no warranty as to the absence of such
environmental risks.
We have not carried out any investigations into the past or present uses of the Properties,
nor of any neighbouring land, in order to establish whether there is any potential for
contamination and have therefore assumed that none exists.
Services and Amenities We understand that all main services including water, drainage, electricity and telephone
are available to the properties. None of the services have been tested by us.
Repair and Condition We have not carried out building surveys, tested services, made independent site
investigations, inspected woodwork, exposed parts of the structure which were covered,
unexposed or inaccessible, nor arranged for any investigations to be carried out to
determine whether or not any deleterious or hazardous materials or techniques have
been used, or are present, in any part of the Properties. We are unable, therefore, to
give any assurance that the Properties are free from defect.
Town Planning We have searched the relevant Planning Department’s planning register and consulted
its website and reviewed all pertinent planning documents to include planning decision
notices for each site. Information supplied to us by planning officers is given without
liability on their part. We cannot, therefore, accept responsibility for incorrect
information or for material omissions in the information supplied to us.
Titles, Tenures and Details of title/tenure under which the Properties are held and of lettings to which it is
Lettings subject are as supplied to us. We have not generally examined nor requested or had
access to all the deeds, leases or other documents relating thereto. Where information
from deeds, leases or other documents is recorded in this report, it represents our
understanding of the relevant documents. We should emphasise, however, that the
interpretation of the documents of title (including relevant deeds, leases and planning
consents) is the responsibility of your legal adviser.
We have not conducted credit enquiries on the financial status of any tenants. We have,
however, reflected our general understanding of purchasers’ likely perceptions of the
financial status of tenants.
9
CONFIDENTIAL C
VALUATION ASSUMPTIONS
Assumptions are facts, conditions or situations affecting the subject of, or approach
to, a valuation that it has been agreed need not be verified by the valuer as part of
the valuation process. Assumptions are made when it is reasonable for the valuer to
accept that something is true without the need for specific investigation.
The Company has confirmed and we confirm that our Assumptions are correct as far
as the Company and we, respectively, are aware. In the event that any of these
Assumptions prove to be incorrect then our valuations should be reviewed. The
principal Assumptions which we have made are stated within this Valuation Report.
For the avoidance of doubt, the Assumptions made do not affect compliance with the
approach to Market Value under the Red Book.
Capital Values The Valuation has been prepared on the basis of "Market Value", which is defined in
the Red Book as:
"The estimated amount for which an asset or liability should exchange on the
Valuation date between a willing buyer and a willing seller in an arm's-length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
The valuation represents the figure that would appear in a hypothetical contract of
sale at the valuation date. No adjustment has been made to this figure for any
expenses of acquisition or realisation - nor for taxation which might arise in the event
of a disposal.
No account has been taken of any inter-company leases or arrangements, nor of
any mortgages, debentures or other charge.
No account has been taken of the availability or otherwise of capital based
Government or European Community grants.
Taxation, Costs and As stated above, no allowances have been made for any expenses of realisation nor
Realisation Costs for taxation which might arise in the event of a disposal.
Our valuations reflect purchasers' statutory and other normal acquisition costs.
VAT We have not been advised whether the properties are elected for VAT.
All rents and capital values stated in this report are exclusive of VAT.
Passing Rent Passing rents quoted in this report are the rents which are currently payable under
the terms of the leases. Passing rents exclude service charges and VAT and are prior
to deduction of any non-recoverable costs. Passing rents exclude turnover rents, mall
incomes and other miscellaneous incomes.
Net Annual Rent Net annual rent is defined for the purposes of this transaction as "the current income
or income estimated by the valuer:
10
CONFIDENTIAL C
(i) ignoring any special receipts or deduction arising from the property;
(ii) excluding Value Added Tax and before taxation (including tax on profits and any
allowances for interest on capital or loans); and
(iii) after making deductions for superior rents (but not for amortisation), and any
disbursements including, if appropriate, expenses of managing the property and
allowances to maintain it in a condition to command its rent".
Estimated Net Annual The estimated net annual rental value is based on the current rental value of each of
Rental Value the Properties. The rental value reflects the terms of the leases where the Properties,
or parts thereof, are let at the date of valuation. Where the Properties, or parts
thereof, are vacant at the date of valuation, the rental value reflects the rent we
consider would be obtainable on an open market letting as at the date of valuation.
Rental Values Unless stated otherwise rental values indicated in our report are those which have
been adopted by us as appropriate in assessing the capital value and are not
necessarily appropriate for other purposes, nor do they necessarily accord with the
definition of Market Rent in the Red Book, which is as follows:
"The estimated amount for which an interest in real property should be leased on the
Valuation date between a willing lessor and a willing lessee on appropriate lease
terms in an arm's-length transaction, after proper marketing and where the parties
had each acted knowledgeably, prudently and without compulsion.".
Lease Expiries Fixed-term leases frequently incorporate either tenants’ options to extend or tenants’
break clauses; other leases are rolling or indeterminate, subject to stated notice
periods. We have been provided with a sample tenancy agreement and note that the
operational dwellings are let on Assured Shorthold Tenancy (ASTs) agreement which
are the most common form of tenancy in the residential market. They were introduced
as part of the Housing Act 1988 and later amended in the Housing Act 1996. ASTs
are often six months or longer and can be terminated by either party on expiry of the
tenancy. There is no security of tenure provisions for tenants in ASTs. On expiry the
landlord is currently able to terminate the tenancy by serving a Section 21 notice on
the provision of providing two months’ written notice. If neither party terminates the
tenancy agreement on expiry it continues on the same rent and terms until either
party determines the tenancy; the notice period is generally 1 month. For the
purposes of our valuations, we have been provided with a full tenancy schedule and
note that all operational leases are still within the initial term. In summary, we do not
consider there to be any onerous lease terms/clauses within the tenancy agreement
that would impact on the ability to let the units at the scheme/affect value. However,
we recommend that this is verified by your legal advisors.
The Properties Where appropriate we have regarded the shop fronts of retail and showroom
accommodation as forming an integral part of the building.
Landlord’s fixtures such as lifts, escalators, central heating and other normal service
installations have been treated as an integral part of the building and are included
within our Valuations.
Process plant and machinery, tenants’ fixtures and specialist trade fittings have been
excluded from our Valuations.
All measurements, areas and ages quoted in our report are approximate.
11
CONFIDENTIAL C
Environmental In the absence of any information to the contrary, we have assumed that:
Matters a) the Properties are not contaminated and are not adversely affected by any existing
or proposed environmental law;
b) any processes which are carried out on the Properties which are regulated by
environmental legislation are properly licensed by the appropriate authorities.
c) in England and Wales, the Properties possess current Energy Performance
Certificates (EPCs) as required under the Government’s Energy Performance of
Buildings Directive – and that they have an energy efficient standard of ‘E’, or better.
We would draw your attention to the fact that under the Energy Efficiency (Private
Rented Property) (England and Wales) Regulations 2015 it became unlawful for
landlords to rent out a business premise from 1st April 2018 – unless the site has
reached a minimum EPC rating of an ‘E’, or secured a relevant exemption. In
Scotland, we have assumed that the Properties possess current Energy Performance
Certificates (EPCs) as required under the Scottish Government’s Energy Performance
of Buildings (Scotland) Regulations – and that they meet energy standards equivalent
to those introduced by the 2002 building regulations. We would draw your attention
to the fact the Assessment of Energy Performance of Non-domestic Buildings
(Scotland) Regulations 2016 came into force on 1st September 2016. From this date,
building owners are required to commission an EPC and Action Plan for sale or new
rental of non-domestic buildings bigger than 1,000 sq m that do not meet 2002
building regulations energy standards. Action Plans contain building improvement
measures that must be implemented within 3.5 years, subject to certain exemptions;
d) the Properties are either not subject to flooding risk or, if they are, that sufficient
flood defences are in place and that appropriate building insurance could be
obtained at a cost that would not materially affect the capital value; and
e) we assume that invasive species such as Japanese Knotweed are not present on
the Properties.
High voltage electrical supply equipment may exist within, or in close proximity of,
the Properties. The National Radiological Protection Board (NRPB) has advised that
there may be a risk, in specified circumstances, to the health of certain categories of
people. Public perception may, therefore, affect marketability and future value of the
property. Our Valuation reflects our current understanding of the market and we
have not made a discount to reflect the presence of this equipment.
Repair and Condition In the absence of any information to the contrary, we have assumed that:
a) there are no abnormal ground conditions, nor archaeological remains, present
which might adversely affect the current or future occupation, development or value
of the Properties;
b) the Properties are free from rot, infestation, structural or latent defect;
c) no currently known deleterious or hazardous materials or suspect techniques have
been used in the construction of, or subsequent alterations or additions to, the
Properties; and
d) the services, and any associated controls or software, are in working order and
free from defect.
12
CONFIDENTIAL C
We have otherwise had regard to the age and apparent general condition of the
Properties. Comments made in the property details do not purport to express an
opinion about, or advise upon, the condition of uninspected parts and should not be
taken as making an implied representation or statement about such parts.
Title, Tenure, Lettings, Unless stated otherwise within this report, and in the absence of any information to
Planning, Taxation and the contrary, we have assumed that:
Statutory & Local
a) the Properties possess a good and marketable title free from any onerous or
Authority requirements
hampering restrictions or conditions;
b) the buildings have been erected either prior to planning control, or in accordance
with planning permissions, and have the benefit of permanent planning consents or
existing use rights for their current use;
c) the properties are not adversely affected by town planning or road proposals;
d) the buildings comply with all statutory and local authority requirements including
building, fire and health and safety regulations, and that a fire risk assessment and
emergency plan are in place;
e) only minor or inconsequential costs will be incurred if any modifications or
alterations are necessary in order for occupiers of the properties to comply with the
provisions of the Disability Discrimination Act 1995 (in Northern Ireland) or the
Equality Act 2010 (in the rest of the UK);
f) all rent reviews are upward only and are to be assessed by reference to full current
market rents;
g) there are no tenant’s improvements that will materially affect our opinion of the
rent that would be obtained on review or renewal;
h) tenants will meet their obligations under their leases, and are responsible for
insurance, payment of business rates, and all repairs, whether directly or by means
of a service charge;
i) there are no user restrictions or other restrictive covenants in leases which would
adversely affect value;
j) where more than 50% of the floorspace of the Properties are in residential use, the
Landlord and Tenant Act 1987 (the “Act”) gives certain rights to defined residential
tenants to acquire the freehold/head leasehold interest in the Properties. Where this
is applicable, we have assumed that necessary notices have been given to the
residential tenants under the provisions of the Act, and that such tenants have elected
not to acquire the freehold/head leasehold interest. Disposal on the open market is
therefore unrestricted;
k) where appropriate, permission to assign the interest being valued herein would
not be withheld by the landlord where required;
l) vacant possession can be given of all accommodation which is unlet or is let on a
service occupancy; and
m) Stamp Duty Land Tax (SDLT) – or, in Scotland, Land and Buildings Transaction
Tax (LABTT) – will apply at the rate currently applicable.
13
CONFIDENTIAL C
APPENDIX 1
OVERVIEW OF SITES HELD FOR INVESTMENT
The following property comprises an operational suburban ‘Build to rent’ asset in which all associated development costs have now been
expended.
The wider site has outline planning consent for up to 900 dwellings (ref. DC/13/0932/HYB), with associated roads, landscaping, open
space, educational facilities, sport facilities and a local centre.
The subject Properties form part of Development Zone D, which benefits from a reserved matters planning consent for 84 dwellings (ref.
DC/18/1422/RM) and is being developed by Countryside Ltd.
In line with the above Reserved Matters consent for 84 residential units, Countryside Ltd have retained 68 dwellings for open market
sale purposes. The remaining 16 dwellings have been acquired by Sigma Capital Group Plc (referred to herein as the “Company”) and
are currently being operated as Single Family ‘Build to Rent’ dwellings. For the avoidance of doubt, our valuation only relates to the 16
dwellings acquired by the Company.
The formal addresses held within the Company’s ownership are as follows: 1-7 and 9 Cargo Lane, Bury St Edmunds, IP32 6FW and 1-
8 Wool Road, Bury St Edmunds, IP32 6FS (formally referred to as Plots 151-155, 164-168, 180-185 during the planning/ development
phase).
As at the date of valuation, all of the properties acquired by the Company are now operational with practical completion having occurred
from circa Q4 2020 to Q1 2021.
ACCOMMODATION OVERVIEW
The properties forming part of the Company’s ownership comprise a mix of 8 x two bedroom and 8 x three-bedroom dwellings all of
which are two storeys in height. The properties are configured as detached, semi-detached, terraced or end of terraced houses. Parking
spaces are provided as private drives to the side of the properties.
We have been provided with an accommodation schedule and floor areas/plans for the scheme by the Company in an email dated 9
June 2021. Set out below is an overview by accommodation type:
UNIT TYPE NO. OF DWELLINGS BEDS AVERAGE NSA (SQ. FT) AGGREGATE NSA (SQ. FT)
Appleby 8 2 bed 765 6,120
Ashley 6 3 bed 900 5,400
Ashton 2 3 bed 900 1,800
TOTAL 16 833 13,320
LEGAL CONSIDERATIONS
We have been provided with a Certificate on Title which has been prepared by Shoosmiths LLP dated 27th June 2019 and note that the
Property is held Freehold. In summary, we consider that the Company has good and marketable title to the Property.
We have consulted the EPC register and note that all of the dwellings are subject to a ‘B’ rating.
INCOME SUMMARY
We have been provided with a copy of the existing tenancy schedule and rent roll by the Company dated 9 June 2021.
At the date of valuation, 15 out of 16 houses are let (with the remaining unit reserved with imminent occupation) generating a gross
income of £233,160 per annum.
We consider that the aggregate net ERV of the dwellings as at the date of this report is: £192,789 per annum equating to £14.47 per
sq. ft
VALUATION METHODOLOGY
The asset provides for a stabilised income producing suburban ‘Build to Rent’ investment. We therefore consider that any incoming
purchaser would acquire the asset for investment purposes and continue to operate it on this basis.
The suburban ‘Build to Rent’ is beginning to gain a lot of momentum and we are aware of a number of investors looking at investment
opportunities/access to platforms in the market at present. Accordingly, we have valued the property principally on an income
CONFIDENTIAL 15
C
capitalisation basis but have also had due regard to the resultant IRR (assuming a 10 year hold) and the relationship in value assuming
a sales exit (aggregate break-up value).
We have incorporated SDLT at Multiple Dwelling Relief rates and adopted 0.50% agents fee, 0.50% legal fees, plus 20% VAT on fees.
We have been informed by the Company that the asset will likely be imminently sold to the PRS REIT Plc as an indirect purchase of a
Special Purpose Vehicle holding title to the asset. Accordingly, there will be a reduced stamp duty liability under this transaction structure
with the effect being an increase in value of approximately £100,000 to that reported below.
We are of the opinion that the Market Value of the freehold interest in the site, as at the date of this report is:
£4,450,000 (FOUR MILLION AND FOUR HUNDRED & FIFTY THOUSAND POUNDS)
The scheme comprises an income producing freehold investment opportunity which is now stabilised.
The site benefits from good transport connections and local amenities to include; schools, shops, retail park and community facilities.
The scheme was constructed by Countryside who are a reputable housebuilder with a track record of delivering quality and sustainable
homes across the region. We understand that all of the dwellings benefit from NHBC certificates.
Prospects for growth in both rental values and capital growth in the medium term, both in the context of market conditions generally
and the desirability of Bury St Edmunds as a commuter location.
Over the last 24 months significant capital has been committed to the Build to Rent/investment sectors. Domestic institutions, in
combination with existing investors, property companies and overseas institutions are actively acquiring assets where opportunities
arise.
At present there are limited opportunities to acquire operational/stabilised assets (such as the subject) and we consider that as this sub
sector of the build to rent market matures, there is likely to be a wider pool of investors operating in this space and thus increasing the
liquidity of this asset type.
Rental growth may be suppressed in the short term following uncertainty in the economic/employment markets following the Covid-19
pandemic.
The scheme only comprises 16 dwellings and this may deter certain purchasers looking at opportunities of scale.
Future expenditure to maintain and upkeep the properties could vary through sustained wear and tear and unforeseen capital
expenditure requirements and potentially result in higher operating costs. Accordingly, any reduction in net rent receivable could impact
upon the Market Value.
Residential property investment, like any investment, carries inherent risks relating to wider economic and political factors that may
impact value and income returns.
CONFIDENTIAL 16
C
OVERVIEW OF SITES IN THE COURSE OF DEVELOPMENT
PLOUGH HILL, NUNEATON, CV10 - PROPERTY OVERVIEW
The subject Property is located in Plough Hill on the western fringe of Nuneaton, within the jurisdiction of Nuneaton and Bedworth
Borough Council.
Nuneaton is located approximately 9 miles north of Coventry, 20 miles north east of Birmingham and 20 miles south west of Leicester.
The subject site forms part of a new build development by Countryside in which planning consent was granted in November 2017 for
a residential scheme of up to 300 dwellings, including affordable housing.
Countryside are retaining 146 dwellings within the development which will be sold on the open market. A number of the private units
have been sold and occupied. 104 dwellings are to be allocated as affordable housing. The remaining 50 dwellings (the Subject
Property) have been acquired by the Company with all of the units proposed to be operated as Single Family ‘build to rent’ units in line
with their business model (for the avoidance of doubt, our valuation only relates to the 50 dwellings which have been acquired by the
Company).
At the date of Valuation, 15 of the 50 units have reached practical completion and are occupied. A further 6 dwellings have recently
completed (early June 2021) and have already been let with occupancy taking place between 25-30 June 2021. The remaining units
are under construction. Under the development contract, the initial date for Practical Completion was the 16 January 2021, however
we understand that Countryside have applied for an extension to this period with Practical Completion now scheduled for September
2021.
The formal addresses for the 15 dwellings which have reached practical completion and currently occupied (at the date of this report)
are as follows: 2-18 (even only) Snowy Close, Nuneaton,CV10 9SY and 2-12 (even only) Polar Avenue, Nuneaton, CV10 9SX.
ACCOMMODATION OVERVIEW
The subject units comprise a mix of 10 x two-bedroom houses, 36 x three-bedroom houses and 4 x four-bedroom houses. The houses
are two storeys in height and the properties are configured as either terraced, semi-detached or detached dwelling types. Parking spaces
are provided as private drives to the side of the properties.
We have been provided with an accommodation schedule and floor areas/plans for the scheme by the Company in an email dated 9
June 2021. Set out below is an overview by accommodation type:
UNIT TYPE NO. OF DWELLINGS TYPE BEDS AV GIA SQ. FT AGGREGATE GIA (SQ. FT)
Irwell 10 House (semi-detached) 2 662 6,620
LEGAL CONSIDERATIONS
We have been provided with a Certificate on Title which has been prepared by Shoosmiths LLP dated 12th September 2019 and note
that the Property is held Freehold. In summary, we consider that the Company has good and marketable title to the Property.
We have consulted the EPC register and note that all of the dwellings which are complete (as at valuation date) are subject to a ‘B’
rating.
INCOME SUMMARY
We have been provided with a copy of the existing tenancy schedule and rent roll by the Company in an email dated 9 June 2021.
Of the 50 subject units, 15 dwellings have reached practical completion with these units having been let throughout the course of
February and March 2021. At the date of valuation, of the 15 units which have reached practical completion, 100% are let and
generating an aggregate Gross Income of £151,320 per annum*.
*a further 6 dwellings have recently completed and have already been let with occupancy taking place between 25-30 June 2021. Accounting for these
units, then the aggregate gross income would rise to £206,220 per annum.
CONFIDENTIAL 17
C
ESTIMATED RENTAL VALUE (£ PER ANNUM)
We consider that the aggregate gross ERV of the site assuming the dwellings are fully occupied as at the date of this report is: £512,280
per annum equating to £12.24 per sq. ft
We consider that the aggregate net ERV of the site assuming the dwellings are fully occupied as at the date of this report is: £397,017
per annum equating to £9.49 per sq. ft
DEVELOPMENT COSTS
We understand that the subject units are being constructed under a Design and Build contract between the Company and Countryside.
We have been provided with a Progress Report prepared by Tetra Tech dated 28 May 2021, which states that the contract was executed
on the 8 July 2019 and the total costs within the contract are £6,034,500 (excluding land costs, project monitoring costs and legal fees).
The Tetra Tech Progress report states that as at the valuation date a total of £4,402,961.18 (including retention) has been spent under
the contract.
The Company have provided us with a summary of their projected total costs, including the land acquisition cost, legal, marketing and
other fees (dated 18 May 2021). We note that the total spend is anticipated to be approximately £7.735m. Total costs spent as at
valuation date are £6,061,093 reflecting approximately 80% of the total development costs.
In forming our opinion of value, we have relied upon the costs provided by the Company. However, we have also consulted with our
own building consultants at CBRE who have undertaken an internal review (desktop only) of the cost profile. In summary, they are of
the opinion that the rates/values being proposed for the development accord with current published data and benchmark information
and therefore consider that estimate costs are within an acceptable range for a development of this nature.
A summary of the total development costs and costs spend to date is set out below:
We note from the Progress Report prepared by Tetra Tech dated May 2021 that the expected date of completion for the schemes in its
entirety is forecast for September 2021.
VALUATION METHODOLOGY
As at valuation date, the property comprises a partly operational/partly still in the course of construction site. Given the nature of the
transaction structure (forward funding under a fixed price D&B contract with Countryside) there is limited development risk to the
Company. Accordingly, any risk associated with completion is predominantly around timings and changes to underlying market
conditions.
Our valuation approach is therefore based on the value of the completed scheme (GDV) on the basis that it is operated as a residential
investment. We have made an allowance for the outstanding development costs (to full completion – see above) together with an
appropriate risk adjustment (to reflect our comments above) to arrive at our opinion of value.
A breakdown of our calculation to arrive at Market Value, including a summary of costs outstanding, is outlined in the table below. This
reflects our understanding of the total costs spent to date under the fixed price Design and Build contract (see above) and the total costs
spent to date, based on information provided to us by the Company and The Tetra Tech Progress report (dated 28 May 2021) :
OVERVIEW VALUE
Market Value On The Special Assumption The Property Is Complete and Stabilised (Investment Value) £9.10m
Less
Remaining Cost to Completion £1.67m
Sub Total £7.43m
Less Risk Adjustment % 5.0%
(Say) Market Value as at the valuation date £7.10m
MARKET VALUE
We are of the opinion that the Market Value of the freehold interest in the site, as at the date of this report is:
£7,100,000 (SEVEN MILLION ONE HUNDRED THOUSAND POUNDS)
CONFIDENTIAL 18
C
The Property comprises a part complete development which is still under construction. Small changes in variables such as GDV or
programme delays will have an impact on land value. Site values can therefore be susceptible to considerable variances as a result of
changes in market conditions. This is illustrated in the sensitivity analysis table below.
5.0%
RISK
The scheme comprises a freehold investment opportunity which is already income producing.
Approximately 80% of the total forecast development costs have already been expended.
All of the dwellings within the scheme are private and therefore do not comprise any affordable tenures which is attractive from an
investment perspective.
The property is located in an area with good levels of tenant demand, which is evidence by the speed of let up for the subject units
which have reached practical completion to date. We therefore consider there to be reasonable prospects for rental growth.
The scheme was constructed by Countryside who are a reputable housebuilder with a track record of delivering quality and sustainable
homes across the region. We understand that all of the dwellings benefit from NHBC certificates.
There are a number of schools in close proximity to the site which make this an attractive rental proposition to the family market.
Evidence is emerging that this occupier type tends to stay in occupation for longer periods, thus reducing the churn rate and minimising
operational costs.
We are aware of a number of investors looking at Single Family Housing investment opportunities in the Midlands market at present.
Risks and Mitigating Factors:
The property comprises a part completed development site. As with all developments, there will be the associated risks over the
construction period relating to construction costs, the economic backdrop and general market conditions although the fixed price
Design & Build contract largely mitigates any construction & cost risk.
The subject units were originally scheduled for Practical Completion in January 2021, but this has been delayed until September 2021.
The Progress Report prepared by Tetra Tech states that is a ‘challenging target’ given the existing status of the site. There is therefore a
risk that practical completion will be delayed further, and this may incur additional hold costs although again the fixed price Design &
Build contract and any Liquidated and ascertained damages will mitigate this risk.
The Property only comprises 50 units and this may deter certain purchasers looking at scale opportunities. However, we consider that
if the asset formed part of a larger ‘single family housing’ portfolio then this would increase its attractiveness.
The scheme forms part of a wider development in which units are being sold on the open market by Countryside. Accordingly, there
could be associated risks with disposal on an individual basis in the event a sales exit was required.
CONFIDENTIAL 19
C
OVERVIEW OF SITES HELD FOR DEVELOPMENT
LOCK LANE, PARTINGTON - PROPERTY OVERVIEW
The subject site is located in in Partington, a town and civil parish in the Metropolitan Borough of Trafford. Partington lies on the
southern bank of the Manchester Ship Canal. The site is located approximately 5.0 miles north-west of Altrincham and 10 miles south-
west of Manchester City Centre.
The site extends to approximately 28.9 acres. At present, the subject site comprises open land utilised informally by the public which is
awaiting redevelopment. The site is surfaced by overgrown grasses and shrubs with semi-mature and mature trees and hedgerows
abundant throughout the site. Dense woodland is also present throughout the south and west of the site.
The subject site forms part of a wider new build development which will be developed by Countryside Properties Plc pursuant to a
reserved matters planning consent which was granted in January 2021 for “the erection of 298 dwellings (including 40 affordable
homes), public open space including play facilities, and associated works (including a pump station, flood water storage tanks and the
erection of sub-stations). The application is accompanied by an EIA compliance statement”. See site plan below.
The consented development provides for a mix of 2, 3 and 4 bedroom properties. These include a combination of detached, semi-
detached and terraced housing. There will be 40 affordable homes across the site as well as a mix of private rented homes and open
market housing. We understand that Countryside are retaining the open market dwellings with the affordable homes being forward
sold to a Registered Provider.
The Company have acquired the portion of the site (in January 2020) which has the capacity to deliver 148 private rented homes. We
understand that these dwellings will be developed by Countryside under a fixed design and build contract with a subsequent sale to the
PRS REIT plc (in line with your business plan/model). Ultimately, all of the properties will be operated as ‘build to rent’ dwellings.
The Company have an established relationship with Countryside. To date, Countryside have delivered numerous ‘Build to Rent’
dwellings across the region under a ‘forward fund/fixed price design and build model’ with this successful partnership having
significantly evolved over recent times.
For the avoidance of doubt, our valuation only relates to the land parcel which has been acquired by the Company which will provide
for 148 rented dwellings once complete. At the date of valuation, construction has yet to commence.
ACCOMMODATION OVERVIEW
Upon full completion, the Company’s ownership will comprise a mix of 47 x two-bedroom houses, 97 x three-bedroom houses and 4
x four-bedroom houses. The houses will be two storeys in height and the properties will be configured as either terraced, semi-detached
or detached dwelling types.
We have been provided with an accommodation schedule and floor areas/plans for the scheme by the Company dated 11 May 2021.
Set out below is an overview of the consented scheme by accommodation type:
CONFIDENTIAL 20
C
UNIT TYPE NO. OF DWELLINGS TYPE BEDS AV GIA SQ. FT AGGREGATE GIA (SQ. FT)
Irwell 47 House (mid/end terrace) 2 662 31,114
LEGAL CONSIDERATIONS
We have been provided with a Certificate of Title (CoT) which has been prepared by Dentons, dated 13 January 2021 (ref:
104614.128/LYAO). We have reviewed the CoT and note that The Property is held freehold and registered under various titles
(MAN27534, GM968702, GM428835, GM239382). In summary, we consider that the Company has good and marketable title to the
Property.
INCOME SUMMARY
At the date of valuation, the site comprises a consented development opportunity which has yet to commence construction. We
understand the site is not subject to any tenancy agreements and is held with vacant possession. Accordingly, there is no income
receivable at present.
We consider that the net ERV of the site assuming the dwellings are fully occupied as at the date of this report is: £1,159,710 per annum
equating to £9.70 per sq. ft
Set out below is an overview of the Company’s forecast total development costs associated with the subject site:
Total Costs
Land (inc SDLT/fees) £7,641,807
All in Development Costs (inc. fees/interest) £17,075,803
TOTAL £24,717,610
We note that at the date of valuation that approximately £7.89m has been spent (comprising land/fees and finance costs) reflecting
approximately 32% of the total development budget.
We note that the forecast project length for the subject development is estimated over a 24 month period.
In forming our opinion of value, we have relied upon the costs provided by the Company. However, we have also consulted with our
own building consultants at CBRE who have undertaken an internal review (desktop only) of the cost profile. In summary, they are of
the opinion that the rates/values being proposed for the development accord with current published data and benchmark information
and therefore consider that estimate costs are within an acceptable range for a development of this nature.
VALUATION METHODOLOGY
At the date of valuation, the site comprises a development opportunity which has yet to commence. Accordingly, the site is exposed to
the normal development risks associated with land of this nature. In forming our opinion of Market Value (Site Value), we have therefore
undertaken a residual appraisal of the site.
In forming our opinion of GDV, we have assumed a ‘Build to Rent’ development exit basis. We have allowed for a 24-month
development programme for practical completion in its entirety. In forming our opinion of value have assumed sectional completion
commencing broadly 9-12 months into the build programme.
CONFIDENTIAL 21
C
We have deducted all associated market led costs (£16.06m - excluding profit and finance) from our opinion of GDV which equates to
£26.6m. In assessing value, we have adopted a profit on cost assumption of 20% with a finance rate of 5.5% which benchmarks well
against those variables being adopted by investors/developers when assessing opportunities of this nature.
MARKET VALUE
We are of the opinion that the Market Value of the freehold interest in the site, as at the date of this report is:
£8,000,000 (EIGHT MILLION POUNDS)
The residual method of valuation is very sensitive to changes in key inputs. Small changes in variables such as GDV’s or build costs will
have a disproportionate effect on land value. Site values can therefore be susceptible to considerable variances as a result of changes
in market conditions. This is illustrated in the sensitivity analysis table below.
-5%
£6.49m £7.58m £8.67m £9.77m £10.86m
0
£5.85m £6.94m £8.0m £9.13m £10.22m
+5%
£5.21m £6.31m £7.40m £8.49m £9.58n
+10%
£4.57m £5.67m £6.76m £7.85m £8.94m
The scheme provides for a scale consented development opportunity which would be attractive for both a ‘build to sell’ and ‘build to
rent’ exit model.
We consider that the scheme will be very well received to the market given its proximity to schools, amenities, a canal and the wider
open space provisions being delivered as part of the masterplan.
We would draw your attention to the strength of the residential land market in Greater Manchester at present. Over the last 12 months,
we have witnessed highly competitive bidding when development opportunities such as the subject become available.
The scheme is located in an improving area with increasing tenant demand and provides a more affordable alternative in comparison
to some of the more affluent nearby towns. At present there is a wealth of institutional and private equity capital chasing forward fund
‘build to rent’ opportunities of this nature.
The site benefits from excellent road links and is 5 miles from the Greater Manchester Orbital motorway the M60, providing access to
all areas of Manchester City Centre.
The property comprises a development site. As with all developments, there will be the associated risks over the construction period
relating to construction costs, the economic backdrop and general market conditions.
The residual method of valuation is very sensitive to changes in key inputs. Slight changes in variables such as sales volumes or build
costs will have a disproportionate effect on land value. Site values can therefore be susceptible to considerable variances as a result of
changes in market conditions.
The scheme forms part of a wider development in which units are being sold on the open market by Countryside. Accordingly, there
could be associated risks with disposal on an individual basis in the event a sales exit was required.
CONFIDENTIAL 22
C