Information Memorandum SKEDSMO SENTER. Furuveien 1, Skedsmo

Transcription

1 Information Memorandum SKEDSMO SENTER Furuveien 1, Skedsmo 1

2 CONTENT Investment Highlights...5 Background...6 The Property...8 Property Overview...10 Property Information...11 Data Sheet...12 Main Tenant layout...13 Key Tenant...14 Rent Roll...15 Structure...16 Legal and corporate structure...18 Financial Information...20 Market Information...22 Macro economic background...24 Retail...25 Skedsmo region catchment area...26 Local retail market...27 Skedsmokorset central location in all planning scenarios...28 Unrivalled exposure for car based shopping...29 Local retail market...30 Skedsmo Senter set to be the most modern center in Development project...36 Concept sketches...39 Zoning Information...40 Proposed new floor plan...41 Transaction process...42 Transaction terms...44 Sales process SKEDSMO SENTER

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5 INVESTMENT HIGHLIGHTS Shopping center in strong retail location with fast growing catchment area Fully operational shopping center with ~17,0 mnok running rent and 240 mnok retail turnover (2014, incl. VAT) Normalized gross rent in 2016 prices ~18,6 mnok Substantial development potential due to revised zoning approved in May 2015 Zoned development potential estimated to ~ 7800 sq m including parking Skedsmo municipality is a key tenant Approximately 10,9 % vacant retail area (1.892 sq m) 5

6 BACKGROUND ICA EIENDOM NORGE AS ICA Eiendom Norge AS is owned by ICA Fastigheter AB, a subsidiary of ICA AB of Sweden. ICA AB is among the largest convenience store retailers in the Nordics. Group turnover in 2014 was 87 billion SEK. In total, 2150 shops and drugstores were included in the group. Total number of employees was 19,000. ICA AB is listed at NASDAQ OMX Stockholm. Its largest owner is ICA-handlarnes Förbund. ICA s operations include Sweden, Estonia, Lithuania and Latvia. In Norway, ICA has operated 550 owned or franchised stores. In 2014, ICA entered into an agreement with Coop Norge to sell its Norwegian stores. The agreement was approved by the Norwegian Competition Authority in March, The agreement with Coop Norge did not include ICA Eiendom Norge AS. ICA Eiendom Norge AS owns the group s retail and logistics real estate in Norway, and is the counterparty to lease agreements for stores and logistics facilities operated by ICA in Norway. ABOUT THE TRANSACTION Following the sale of ICA s retail operations in Norway, ICA AB no longer considers Skedsmo Senter part of its core business. The company has therefore resolved to divest the property. Prior to the divestment decision, ICA Eiendom Norge AS had launched a comprehensive plan for redevelopment and extension of Skedsmo Senter. This plan includes extension of ~7800 sq m of lettable space including parking. The plan was approved by the zoning authority of Skedsmo municipality in May, The asset therefore offers investors both a current cash flow and a potential for development in one of Norway s fastest growing regions. 6 SKEDSMO SENTER

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8 THE PROPERTY 8 SKEDSMO SENTER

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10 PROPERTY OVERVIEW LOCATION Location at Skedsmokorset in Greater Oslo Excellent exposure from E6; one of Norway s most densely trafficked motorways with 64,000 vehicles daily The road that passes the center has 16,600 veichles daily The shopping center is located less than 200 meters from both southwards and northwards access points Mid-way between Oslo city center and Oslo Airport Gardermoen A route for commuters living in Romerike area with work in Oslo Strong demographic growth in catchment area DESCRIPTION Established retail destination since 1964 The present layout of the center comprimises of three floors with basement below parts of the ground floor and retracted first floor Distance to: Oslo - 23km Lillestrøm - 6 km Oslo airport - 28 km SKEDSMO SENTER OSLO OSLO AIRPORT LILLESTRØM Existing shopping, service & office SKEDSMO SENTER Community center (1.755 sq m) located at eastern end of complex; leased for indefinite period to Skedsmo municipality Access by car from Presthagaveien, less than 200 meters from the E6 access point Developement area (current parking) Community center ~360 parking spaces Total shopping center turnover (2014) ~240 million NOK Gross running rent ~17.0 million NOK (2015E) Total lettable area ~ sq m prior to extension Zoning adjustment approved 2015; allows ~3.616 sq m of additional retail space Concept study comprises extention over existing outdoor parking, and integration and rehabilitation of existing space; parking capacity maintained via underground complex below existing parking area. Short contract duration established in order to advance the development project 10 SKEDSMO SENTER

11 BACKGROUND INFORMATION The center consists of several connected buildings and was first constructed in ICAEN purchased the majority of the properties in 1999/2000 (excl. Mørstadbygget with Skeidar) and rehabilitated the property the same year. ICAEN bought the remaining property, Mørstadbygget, in In May 2015, Skedsmo municipality adopted an adjustment of the zoning plan for the properties, allowing for a substantial further development of the property. In anticipation of the adjusted zoning plan, investments in the retail areas have been deliberately scaled down. Tenants have been held to short duration contracts in order to have flexibility on the development potential. This is considered to be the main reason for the current vacancy of ~ 11 % It is ICAENs opinion that the development project has been positively received by the tenants. Anchor tentant (Coop/Norsk Butikkdrift AS) has expressed a wish to stay on and be a part of the new center. Coop have a contracted option for leasing premises in the center. Please refer to the section on development potential for further information Mørstad Skedsmo Senter Community center Rimi Overview of the buildings 11

12 DATA SHEET Assets for sale Skedsmo Senter SA ( ), Furuveien 1 Eiendom AS ( ) and Furugården AS ( ) Cadastral reference Freeholds 37/436 (section 1 and 2), 37/65 and 37/37. Leasehold 37/313 Address Furuveien 1, Furuveien 3, Furuveien 5, Furuveien 7A, Furuveien 9B and Furuveien 11, 2020 Skedsmokorset Built/refurbished Constructed in Major refurbishment in 2000, several minor refurbishments during Total plot area Total plot sq m, of which sq m are leasehold Zoning information Zoning plan 298/98 Skedsmo samfunnshus with adjustments approved on 20th May Zoned for public purpose, retail and office with a maximum plot utilization (TU) of 95% Parking ~256 customer parking spaces; ~12 handicap parking spaces; ~101 employee parking spaces; ~370 parking spaces in total Floor space sq m (GLA) including common areas Potential development The adjusted zoning plan allows for a further ~ sq m of retail/office/public service development Underground parking is not included in the above mentioned utilization Energy classification C/D Property tax NOK (2015) Tax values (10%) Technical instalalations NOK Tax values (2%) Buildings NOK Tax values (20%) Machines NOK 1/ The property 0231/37/313 is leased by Opplysningsvesenets Fond (subsidiary of the Norwegian Church). The lease period is 99 years from 1. January 1963 to The lease fee (NOK 600,000 p.a.) is not CPI-indexed but is adjusted every 10 year to market terms. The last fee adjustment was effective from / Samfunnshuset på Skedsmokorset BA sold their property 0231/37/37 to ICAEN in 1999/2000. A long term rental agreement for the Seller on parts of the Property was fundamental for the transaction. The current rental agreement has the following key parameters: (i) A non adjustable rent of 100 NOK pr year; (ii) The tenant is to cover all indoor maintenance, insurance, electricity etc. The tenant must also cover maintenance on the façade, windows and doors; (iii) Lessee has a 12 months notice of termination of the contract, the contract can not be terminated by the Lessor (iv) The Lessor is to guarantee the lessee a fee of NOK (cpi indexed) pr year for the use of the façade for marketing purposes. 12 SKEDSMO SENTER

13 MAIN TENANT LAYOUT GROUND FLOOR RIMI 2. KROGSVVEN 3. BOGERUD 4. SKEIDAR 5. HÖÖKS 6. PINK SHOP 7. FABIENNE 8. BOK & PAPIR 9. NILLE 10. VACANT EURO SKO 12. TROPEHAGEN 13. SYNSAM 14. BOOTS 15. PETIT 16. NEGLMAGI 17. VACANT 18. FLORISS 19. MIX 20. MATCH GURI MALLA 22. GRESVIG 23. KID 24. SØRENSEN CONDITORI 25. COMMUNITY CENTER 26. FASO 27. DON MARTINS SUB GROUND FLOOR SKEIDAR 2. MOMO SUSHI, NOBEL CATERING AND OTHERS 3. NORSK SKILTSERVICE 4. SUN STUDIO 5. ALLRENS 6. IHUS TOP FLOOR FLOOR SPACE Sq. m Rent Retail and restaurant ~ Office and public service ~ Other ~ Parking Total ~ SKEIDAR 2. OTHER TENANTS 3. LIBRARY AND OTHER TENATS 13

14 KEY TENANTS SKEIDAR SKEDSMO AS Skeidar Skedsmo AS is a subsidiary of Skeidarliving Group AS, and part of the Skeidar furniture retail chain. Skeidar is Norway s largest private retailer within furniture and interior, with 43 stores and a total turnover (2013) of 2.89 billion NOK. Skeidarliving Group is the result of the 2011 merger between Skeidar and Living. Skeidar Skedsmo AS had a turnover of 38.8 million NOK in NORSK BUTIKKDRIFT AS Norsk Butikkdrift AS is the operating company for around 450 Norwegian convienience stores. The former owner of Norsk Butikkdrift AS, ICA AB, has entered into an agreement with Coop Norge under which the company will be a subsidiary of Coop Norge Retail AS. Norsk Butikkdrift AS had a turnover of NOK 15.9 billion in SKEDSMO MUNICIPALITY Skedsmo municipality has around 50,000 inhabitants. The municipal borders were defined in 1962, when it was merged with Lillestrøm. The municipal headquarters are located in Lillestrøm. The municipality has had a Labour party majority since HÖÖK HESTESPORT Höök Hestesport was formed in It is Scandinavia s leading retailer of eqestrian equipment, and equipment for jockeys and dogs. The company has a turnover of 420 million SEK, and around 300 employees in Sweden, Norway and Finland. The store at Skedsmo Senter is Höök s largest store in Norway. KID INTERIØR Kid Interiør is a nationwide retailer of interior and home products, particularly within the bedrooms interior segment. Kid has 125 fully owned stores throughout Norway, and a total turnover of around 1 billion NOK. Kid Interiør is owned by Gjelsten Holding AS. BOOTS NORGE AS Boots Norge AS is a fully owned subsidiary of Alliance Boots Holdings Ltd. Boots Norge has 156 stores in Norway, and also operates Alliance Healthcare at Langhus and the multidose production facility Farmaka in Askim. Boots Norge had a turnover on 3.7 billion NOK in INTER SUN AS Inter-Sun A/S is a wholesaler of ladies fashion. The company was established in Its brands are Nicole and Zavanna. The company is owned by the Grønne family, and has a turnover of 133 million NOK in SKEDSMOKORSET LEGESENTER Skedsmokorset Legesenter was established in From 1993, it has been owned and operated by the medical doctors. At present, there are seven medical doctors at the center. 14 SKEDSMO SENTER

15 Tenant Type Sq.m.GLA Est annual rent Expiry Tenant Type Sq.m.GLA Est annual rent Expiry RENT ROLL Allrens Løkås Retail Allrens Løkås Parking Alt Er Mulig Coaching Office Andersen Kiropraktikk AS Parking Blomstrende Helse A.E. Engerdal Office Boligtekst AS Office Boots Norge AS Retail Boots Norge AS Parking Buster Budservice Office Buster Budservice Parking Car Taxi Office DnB NOR Bank ASA Other Nobel Catering & Conditori Cafe/Rest Nobel Catering & Conditori Cafe/Rest Norsk Butikkdrift AS Retail Norsk Butikkdrift AS Retail Norsk Skiltservice AS Office Petite Frisørene Skedsmo Parking Petite Frisørene Skedsmo Office Pinkstuff.no AS Retail Quick Kioskdrift AS Retail Refleksolog Anne M Johnsen Office Riis Blomster Ole M Christiansen Parking Riis Blomster Ole M Christiansen Retail Don Martins AS Retail DR. Mobil Mehmood Retail Dyrebar AS Retail Dyrebar AS Retail Eiendomsmegler Krogsveen AS Retail Eiendomsmegler Krogsveen AS Retail Eiendomsmegler Krogsveen AS Parking ElliConsult AS Office Emilie Jacobsen Other FASO AS Retail FASO AS Parking Gresvig AS Retail Guri Malla Esther Håndstad Retail Guri Malla Esther Håndstad Parking Høøk Hestesport AS Retail Inter-Sun AS, Skedsmo Retail J A Magnussen Engros AS Retail J A Magnussen Engros AS Parking J A Magnussen Engros AS Retail KID Interiør AS, Skedsmo Retail KID Interiør AS, Skedsmo Parking KOED AS Office KOED AS Parking Laserklinikken Anne Harila Office Laserklinikken Anne Harila Office Mobile Norway AS Other Momo Sushi Cafe/Rest Motions fysikalske institutt Office Nille AS Skedsmo Parking Skedsmo Bok og Papir AS Parking Skedsmo Bok og Papir AS Retail Skedsmo Eiendomsmegling AS Retail Skedsmo Eiendomsmegling AS Parking Skedsmo Kommune Service Skedsmo Kommune Service Skedsmo Kommune Parking Skedsmo Kommune Parking Skedsmo Samfunnshus AS Service Skedsmo Senter SA Office Skedsmokorset Legesenter Office Skedsmokorset Legesenter Parking Skeidar Skedsmo AS Retail Synsam Norge AS Parking Synsam Norge AS Retail Sørensens Bakeri Parking Sørensens Bakeri Cafe/Rest Tannlege K. Hemmat Office Tannlege K. Hemmat Parking TeliaSonera Norge AS Other Tropehagen Zoo Norge AS Parking Tropehagen Zoo Norge AS Retail Voice Norge AS Retail Voice Norge AS Parking Voice Norge AS Retail Vacant area Retail TOTAL / Renewal options, turnover rent clauses and other details are provided in IM Nille AS Skedsmo Retail

16 STRUCTURE 16 SKEDSMO SENTER

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18 LEGAL AND CORPORATE STRUCTURE TENURE 37/436 Fully owned by Furugården 1 and Furuveien 1 Eiendom AS 37/65 Fully owned by Skedsmo Senter SA 37/313 Leaseholder: Skedsmo Senter SA, Title holder: Opplysningsvesenets fond 37/37 Fully owned by Skedsmo Senter SA Plot area: 6831 sq m Plot area: 1143 sq m Plot area: 5532 sq m Plot area: sq m CORPORATE STRUCTURE OPERATING STRUCTURE STAFF/EMPLOYEE Furuveien 1 Eiendom AS ICA Eiendom Norge AS (seller) Skedsmo Senter SA Furugården Eiendom AS Facility Management Total Partner AS Asset Management Business Management ICA Eiendom Norge AS Centre management Julie Frostmann Skedsmo Senter SA HSE ICA Eiendom Norge AS JULIE FROSTMANN Julie Frostmann has been Center Manager since Her tasks include daily contact with tenants at the center, and monitoring of operations; renegotiating leases and actively work on acquiring new tenants for vacant premises; follow up operating personnel for optimal performance in terms of cost and invoice approval; implement marketing activities; hold regular center meetings with all tenants and annual meeting. 18 SKEDSMO SENTER

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20 FINANCIAL INFORMATION (e) 2016 (e) Rental income / Total income Landlord s share of common costs (595) (368) (927) (666) 2/ Landlord s marketing contribution (700) (700) (700) (308) 2/ Landlord s share of personnel expenses (133) (107) (76) (78) Billboard expenses, Samfunnshuset (892) (892) (930) (953) 3/ Property tax (40) (198) (381) (391) 4/ Leasehold fee (251) (757) (600) (615) 5/ Insurance cost (114) (120) (99) (101) Other OPEX (326) (161) (257) (263) Maintenance expenses (972) (421) (500) (513) Total property related costs (4 022) (3 723) (4 470) (3 888) 6/ NOI excluding support services Audit and accounting fees (48) (34) (73) (75) Professional fees (70) (43) (97) (99) Support services Mørstad AS (1 080) (840) (450) - 7/ Support services ICA Eiendom Norge AS (1 096) (1 408) (1 341) (745) 8/ NOI including support services Refurbishment expenses (48) (6) - - Loss on receivables 79 (49) (5) (5) EBITDA DTZ ESTIMATE OF NORMALIZED 2016 RENT (NOK 1000) Rent roll minimum rent Turnover rent Rent potential on vacant space CPI Indexation 1 Normalized vacancy 2 Normalized 2016 income (955) / Please refer to the bridge on this page for reconciliation 2/ Landlord s share of common costs and marketing contribution have been high during the period leading to to the planned refurbishment project. Estimated costs during normalized (5%) vacancy estimated at NOK and NOK in 2015 prices, respectively 3/ Please refer to page xx for details 4/ The property tax has been based on an estimate of tax cost going forward 5/ The leasehold fee was renegotiated in / Including landlords share of common cost and marketing contribution due to vacancy 7/ This expense will discontinue after the purchase of the Mørstad building 8/ Estimated industry benchmark level of 4% of gross rent Other 2016 (a) cost items based on 2015 (e) level adjusted for 2,5% inflation 1/ Estimated at 2,5% inflation 2/ Assumes 5,0% normalized vacancy 20 SKEDSMO SENTER

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22 MARKET INFORMATION 22 SKEDSMO SENTER

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24 MACRO ECONOMIC BACKGROUND INTEREST RATES % PA Growth ,00 6,00 5,00 4,00 3,00 2,00 1,00 0,00 september 05 september 06 september 07 september 08 september 09 september 10 september 11 september 12 september 13 september 14 september 15 Sight rate 3-yr 3- yr gov bond 10-yr 10- yr gov giv bond Source: Central Bank REAL GDP QUARTERLY CHANGE % PA Growth UNEMPLOYMENT RATE, % Source: The Economist TRENDS Norway Denmark United States Austria Germany Estonia Luxembourg Sweden Lithuania Finland Netherlands Belgium Ireland Latvia France Eurozone Slopvakia Slovenia Italy Portugal Spain Greece Despite layoffs in the oil and gas sector during the last 12 months, Norway still has a lower unemployment rate than any country in the Euro zone DNB, Central Bank and Statistics Norway forecast positive real-term GDP growth around 1,2 % in 2016 Disposable household income is expected to grow 2,7% in real terms in 2015 (DNB Markets) Interest rates are expected to remain low VOLUMNE CHANGE FROM PREVIOUS QUARTER FORECAST GDP change DNB Central Bank Sta>s>cs Norway Source: Statistics Norway, DNB & Central Bank 24 SKEDSMO SENTER

25 RETAIL HOUSEHOLD CONSUMPTION, % PA Growth NOMINAL 2016 GROWTH FORECAST BY RETAIL CATEGORY Total Electronics Furniture Shoes Cosme9cs 20-5 Tex9les Sports equipment Convenience stores Total consump8on (2005=100) y- o- y change % growth Source: Statistics Norway Source: Virke HOUSEHOLD CONSUMPTION, FORECAST TRENDS % PA Growth Volume Growth Price growth Low interst rates boost purchasing power among consumers, despite moderate salary adjustment in 2015 Strong household economy evidenced by all time high houseprices in August: up 6,9% last 12 months despite fall in oil prices during the same period Shopping center has incresed 6,2% in Q1 - Q3 2015, compared with 2014 (source: Araplan survey of 60 largest centers) Statistics Norway forecasts 4-5% nominal growth in household consumption during Source: Statistics Norway 25

26 SKEDSMO REGION CATCHMENT AREA HOUSEHOLD CONSUMPTION, Source: Statstics Norway Fet Lørenskog Skedsmo Ni<edal Gjerdrum Ullensaker Nes Nannestad AGE DISTRIBUTION IN CATCHM T AREA, 2014 & 2040 FORECAST TREND The catchment area for Skedsmo Senter is comprised of 8 municipalities 2030 All municipalities have recorded strong demographic growth after World War II Total population in the catchment area has increased from 80,000 in 1962 to 192,000 in 2015 Statistics Norway s medium-growth forecasts expects 1.2% average growth during ; resulting in a population of more than 250,000 in 2040 Growth is expected in all age groups, including the high-expenditure year bracket Expected population ageing is less pronounced Source: Statstics Norway 26 SKEDSMO SENTER

27 LOCAL RETAIL MARKET LOCATION AND TURNOVER OF SHOPPING CENTERS IN VICINITY TURNOVER IN 2014 Jessheim Storsenter 1667 mnok Lillestrøm Torv 550 mnok Strømmen Storsenter 2810 mnok Stovner Senter 929 mnok SKEDSMO SENTER Metro Senter 886 mnok Triaden 957 mnok Source: Araplan 27

28 SKEDSMOKORSET CENTRAL LOCATION IN ALL PLANNING SCENARIOS OSLO-AKERSHUS PLANNING OFFICE Population in Oslo and Akershus is set to increase by during the next 20 years. The regional planning office was mandated to develop a strategy for transport and spatial planning that would enable a sustainable set of actions to accomodate the population increase. The office developed three alternative scenaria, with varying degrees of clustered urbanization. In all of the scenaria, Skedsmokorset will have a pivotal location. DISBURSED URBANIZATION SCENARIO CONCENTRATED URBANIZATION SCENARIO CURRENT PLAN SCENARIO Skedsmo Senter Source: Regional plan for areal og transport i Oslo Akershus 28 SKEDSMO SENTER

29 UNRIVALLED ACCESSIBILITY SKEDSMO SENTER 500 STRØMMEN STORSENTER ROMERRIKSSENTERET 400 STOVNER TRIADEN 2000 JESSHEIM STORSENTER METRO 1250 LILLESTRØM TORV 300 AVERAGE NUMBER OF VEICHLES PER DAY Nearest main road Nearest road Skedsmo Senter Romerikssenteret Metro Triaden Jessheim Strømmen Stovner Lillestrøm n.a Source: Norwegian Public Roads Administration 29

30 LOCAL RETAIL MARKET RETAIL CONSUMPTION IN CATCHMENT AREA, MILLION NOK , , , , ,0 - Nes Fet Lørenskog Skedsmo Ni8edal Gjerdrum Ullensaker Nes Source: Statstics Norway HOUSEHOLD INCOME, CATCHMENT AREA VS NORWAY AVERAGE Per cent < Source: Statstics Norway Norway Household income, Catchment Area > TOTAL TURNOVER OF SHOPPING CENTERS IN CATCHMENT AREA + STOVNER, MILLION NOK TRENDS ,2% p.a. growth Romerikssenteret Triaden Jessheim Storsenter Lillestrøm Torv The other shopping centers in the catchment area (plus Stovner) have increased their turnover by 4.2% per year during Five of seven shopping centers had positive growth in 2014 The expected turnover of Skedsmo Senter equals roughly two years organic growth among the other shopping centers The catchment area has fewer low-income households than the national average, and more high-income households Strømmen Storsenter Stovner Senter Metro Source: Araplan 30 SKEDSMO SENTER

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32 SKEDSMO SENTER SET TO BE THE MOST MODERN CENTER IN STOVNER SENTER Last rehabilitation: Minor addition ongoing LILLESTRØM TORV Upgraded JESSHEIM STORSENTER Expanded METRO SENTER Expanded TRIADEN Upgraded sq m expansion approved STRØMMEN STORSENTER Upgraded ROMERIKSSENTERET 950 sq m extension in NEW SKEDSMO SENTER 32 SKEDSMO SENTER

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34 STRATEGIC POSITION IN LOCAL MARKET Broad shop mix, trend exposure Easy car based access; strong highway exposure Low car based access; low highway exposure Easy, average-day shopping, low trend exposure Source: DTZ Research 34 SKEDSMO SENTER

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36 DEVELOPMENT PROJECT 36 SKEDSMO SENTER

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38 DEVELOPMENT PROJECT BACKGROUND CONCEPT The property has been in continual development since 1964, and the latest stage is from The new development plans started approximately 5 years ago, and in May 2015 an adjustment of the zoning regulation was approved by Skedsmo Municipality. Meinich architects were appointed as a consultant and architect. The adjusted zoning allows an expansion of approximately sq m of retail area. An additional ~4.178 sq m of parking can be built in the basement. The new retail area is envisaged in the area between the existing buildings, over the current parking lot. Most tenants have been held to a short lease agreement in order to make the transition to an upgraded center as easy as possible. The general reception of the project has been positive, and both key tenants (Skeidar and Coop) have indicated their intentions to remain at the center. Skedsmo Senter DA have hired Siv. Ing. Jan Krogstad AS as project manager for the expansion project. The contract between Skedsmo Senter SA and Jan Krogstad is included in the attachments to the IM Source: Meinich Arkitekter 1. REFURBISHMENT 2. REFURBISHMENT 3. EXTENSION 1. MAIN ENTRANCE 2. INDOOR PARKING ENTRY 3. INTEGRATION WITH COMMUNITY CENTER 4. SECONDARY ENTRANCE 5. SECONDARY ENTRANCE 6. SECONDARY ENTRANCE 7. SECONDARY ENTRANCE 38 SKEDSMO SENTER

39 CONCEPT SKETCHES BY MEINICH ARKITEKTER VIEW FROM SOUTH EAST EXTENSION 6 UNDERGROUND PARKING 2. REFURBISHMENT VIEW FROM SOUTH WEST EXTENSION 6 UNDERGROUND PARKING 2. REFURBISHMENT 1 3. REFURBISHMENT 4. COMMUNITY CENTER 4 3. REFURBISHMENT 4. REFURBISHMENT 5. COMMUNITY CENTER

40 ZONING INFORMATION ZONING PLAN AND UTILIZATION The zoning allows for the development of public purpose, retail and office. Parking with accompanying ramps, stairs etc. completely or partly under ground shall not be included in the utilization calculations, which is maximum 95% (measured in BRA). ZONING MAP PROPOSED SCHEME IN SQ M - BTA The plan for the new center envisages both rehabilitation of the current areas and a total of sq m of new space, including parking. No change Rehabilita- New space Total Demolished Level 1, BTA Level 2, BTA Level 3, BTA Total, BTA New space in Level 1, is mainly for parking. New space in Level 2 is new retail space LEVEL 1 REDEVELOPMENT PROPOSAL LEVEL 2 REDEVELOPMENT PROPOSAL LEVEL 3 REDEVELOPMENT PROPOSAL 40 SKEDSMO SENTER

41 PROPOSED NEW FLOOR PLAN 41

42 TRANSACTION PROCESS 42 SKEDSMO SENTER

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44 TRANSACTION TERMS TRANSACTION TERMS VENDOR The Vendor is ICA Eiendom Norge AS, org. nr The Vendor owns all the shares in the sales objects. ICA Eiendom Norge AS is owned 100% by ICA Fastigheter AB. TRANSACTION OBJECT The transaction objects are 100 % of the shares in the companies: Furuveien 1 Eiendom AS ( ) Furugården AS ( ) The company Skedsmo Senter SA ( ) is a fully owned subsidiary of Furugården AS and Furuveien 1 Eiendom AS. Skedsmo Senter SA is currently a cooperative which is regulated by the Cooperatives act (samvirkeloven). The cooperative can be converted tax-free to a private limited company (aksjeselskap) under the rules on conversion in the Cooperative Act 11. The conversion will not trigger stamp duty. The Seller will be happy to clarify the rules on conversion and the process associated with this. BIDS Bids shall be submitted in writing to the advisor; DTZ Realkapital Eiendomsmegling AS, and must include reference to the relevant companies / properties. The bid should be based on the attached bid template, and must at least state the price offered for the properties (gross property value - as the basis for the valuation of the shares) and how the acquisition is to be financed. Any other assumptions must be clearly stated. The Advisor will confirm reception of bids. It is the bidder s responsibility to ensure that the bid reaches the advisor. The Vendor reserves the right to tailor the sales process, and to turn down or accept any offer. The Vendor is not confined to carry out the transaction before the final SPA is approved by the board of directors. All bids presuppose that the bidder has read and understood the content in the Information Memorandum and all attachments. 44 SKEDSMO SENTER

45 OTHER TERMS Bidders are encouraged to thoroughly review the information memorandum and attachments, as well as conduct an own investigation of the sale items. It is recommended that the buyer use their own professionals in a due diligence process. A draft Sales and Purchase agreement (SPA) has been attached to the Information Memorandum, and should be used as the basis for the agreement between the seller and buyer. The companies main asset, property and its accessories, and companies in general are sold as is, cf. the Real Estates Sales act (avhendingsloven) 3-9 and Sales of Goods act (kjøpsloven) $ 19. A defect exists if the seller, before signing the SPA, gives an incorrect piece of information as mentioned in the Sales of Goods Act 19 (1) letter a, or neglected to provide information as referred to in 19 (1) letter b. For the purposes of 19 (1) letter a and b, the seller is not liable for any incorrect or missing information that has been prepared by someone other than the seller (eg. technical reports, appraisals, etc.), even though the information has been made available to the buyer. The Buyer disclaims any right to make claims against the seller pursuant to the Sale of Goods Act (kjøpsloven) 19 (1) letter c, 5 and 87, Real Estates Sales act (avhendingsloven) 3-7, 3-8 and 3-9 and any other statutory or non-statutory basis, including liability for incorrect and/or missing information cf. Contract Act (avtaleloven) or other grounds. The seller s responsibility is exhaustively regulated in the agreement, and the buyer can only make claims against the seller if the seller has violated the explicit provisions of this Agreement. The Seller is not aware of incompleteness or errors in documents/reports provided by third parties relating to properties (technical reports, site analyzes, appraisals, etc.), and which is attached to this information memorandum and / or submitted by the Seller in connection with the transaction. Should the documents still prove to be incomplete or contain errors, the principles of disposing Act 3-7 and 3-8 and Sale of Goods Act 19 letter a) and b) is waived so that the Seller is only liable for any errors the Seller itself was familiar with. Any incorrect indications of areas (external and internal) shall not under any circumstances give the Buyer grounds for claims for defects. The Seller shall have no liability for any development potential the property may have. The Seller shall have no liability for any contamination or soil condition on the property. The Seller s total liability to pay damages or price reduction is limited to 10 % of the property value. The buyer cannot bring claims against the seller unless the aggregate demand for reduction and compensation exceeds ,- NOK. In assessing whether the overall requirements exceed this minimum amount individual requirement under sufficient 250,000 shall be disregarded. Buyer s claim shall be calculated net of any taxes and tax savings that buyer will be able to benefit. The seller shall not be held responsible for indirect losses. It cannot be assumed that the seller s warranties shall last beyond The above regulations have been taken into account by the parties when determining the purchase price. The settlement between the Principal and the buyer shall take place directly between the parties or with the assistance of a lawyer or bank account parties. The broker shall not conduct the settlement as a settlement officer, and shall therefore not provide the assistance otherwise stated in Eiendomsmeglerloven Act 6-9. Specific provisions on bidding issued pursuant to real estate law 6-10 does not apply when performing the contract. DTZ waives Eiendomsmeglerloven 1-4, 4-4, 6-2, 6-4, 6-7, 6-8, 6-10, 7 and 8-8. The information in this information memorandum is based on ( i) information provided by the Seller, ( ii ) the broker s information databases, ( iii ) external statistics and ( iv ) other relevant information that DTZ considers to be reliable. DTZ has not undertaken any verification process related to the information provided by the Seller and it is assumed that this information is accurate. Furthermore, there has been no assessment of the technical condition of sale items. DTZ provides no guarantees that the information in the information memorandum is true, accurate or complete and it should therefore not be construed as such. DTZ can give no assurance that actual errors may not have occurred in the preparation of this information memorandum. DTZ assumes no liability for damages or losses that have occurred as a result of the lack of precision or error in the information memorandum. DTZ, DTZ DTZ employees or board cannot be made responsible to direct, indirect, specific or indirect damages arising from the use of this information memorandum. 45