Investa Listed Funds Management Limited ACN AFSL

Transcription

1 Investa Listed Funds Management Limited ACN AFSL Valuation policy Approved by the Board of Investa Listed Funds Management Limited on 29 June 2011, to be effective from 7 July Which entities does this policy apply to? This policy applies: to Funds for which Investa Listed Funds Management Limited (ILFML) is the responsible entity: o Investa Office Fund (IOF) which is the stapling of: Armstrong Jones Office Fund ARSN Prime Credit Property Trust ARSN Investa Listed Funds Management Limited ABN What is this policy about? The purpose of this policy is to set out guidelines for: the valuation for Investment Properties 1 and listed investments; the frequency of valuations; and how an external valuer will be appointed The Board of ILFML may amend this policy at any time in any manner that it considers appropriate. Any amendments will take effect from the date nominated by the Board. If there is an inconsistency between this policy and the relevant scheme s constitution, then the relevant constitution shall prevail to the extent of the inconsistency. 3. Background Accounting Standards require the fair value of Investment Properties to be estimated for recognition, measurement and for disclosure purposes. Fair value is the amount for which the assets could be exchanged between knowledgeable, willing parties in an arm s length transaction. The carrying value of each investment property is formally reviewed every reporting period by the Audit and Compliance Committee, but is to be reviewed by management more frequently if management has cause to believe there may have been a material variation in the value of the property. 1 This includes properties held directly, as tenant in common, as an associate and excludes properties in Dutch Office Fund (DOF) where external valuations are performed annual by independent valuers instructed by DOF, and recorded in DOF Financial Statements). 1

2 4. How do we determine the fair value of Investment Properties and Listed Investments? 4.1 Valuing investment properties Management will assess the fair value of investment properties based on independent external valuations in accordance with this policy except in exceptional circumstances such as, for example, where the property is contracted to be sold in which case the sale price may be adopted instead of an independent external valuation. Once an external valuation of an investment property has been adopted, Investa will continue to base its carrying value on that valuation until a new valuation is obtained. External valuations of each investment property must be obtained at least every two years. Valuations will be obtained more frequently where required (e.g. under a finance document) or if there is reason to believe that the fair value of an investment property has materially changed since the previous external valuation. This may arise, for example, as a result of changes in market conditions, leasing activity in relation to the property or capital expenditure/refurbishment. In assessing whether there has been a material change in the fair value of an investment property since the previous external valuation, Management will consider at least at each reporting an internal valuation model in relation to the investment property. In this context: management will not apply or adopt the internal valuation model as the basis for assessing the fair value of investment properties; that the internal valuation is a management tool. A degree of variation between the internal valuation and the carrying value is expected and acceptable. However if the variation is material Management will regard that as a circumstance which requires a new independent external valuation to be obtained; and without limiting any other circumstances in which new external valuations may be obtained, a new external valuation of a property will be obtained if the internal valuation in relation to that property produces an indicative valuation which differs from the then current carrying value of the property by more than 5%. Comparison of carrying values with internal valuation is not the sole basis for determining whether a new external valuation should be obtained. The over-riding obligation is that each investment property be carried at fair value. The Fund and Portfolio Manager must therefore promptly procure a new external valuation of an investment property if the Fund or Portfolio Manager believes that there has been a change in the value of the investment property so that its carrying value no longer reflects the fair value of that property. 4.2 Valuing properties undergoing development intended as an investment property Property under construction or development for future use as an investment property will be carried at fair value as set out in section 4.1. Where the fair value cannot yet be reliably determined, the property will be accounted for at cost until either the fair value becomes reliably determinable or construction is complete. 2

3 4.3 Selection of independent external valuers All external valuations must be obtained from a valuer who: is authorised to practice as a valuer under the Law of the State or Territory where the valuation takes place; has at least five years continuous experience in valuation of the type of property to be valued; does not have a pecuniary interest that could conflict with the proper valuation of the property; and prepares the valuation in accordance with all relevant principles applicable to a valuation of the type of property to be valued having regard to all the relevant and surrounding circumstances and including any particular requirements of Investa. To maintain independence of valuations, a rotation policy applies to the valuer of each investment property. Accordingly, an external valuer (first valuer) may perform all external valuations on a property for a period of TWO years from the date of their first valuation of that property, after which a new external valuer (second valuer) must be appointed. The first valuer cannot be appointed again until at least TWO years from the date of the second valuer s first valuation. We will also have regard to the selection of valuers to prevent a concentration risk to one valuer across a portfolio of multiple properties and a geographic region. 4.4 Valuation process A variety of established valuation methods and techniques are used by valuers in determining the value of direct property investments. These include: discounted cashflows; capitalisation of rental income analysis; and analysis of comparable recent sale transactions. The external valuer shall perform the valuation in accordance with the Standard Letter of Instructions. (A sample is contained in Annexure 1). 3

4 5. How do we keep investors informed of valuations? Management will ensure investors are updated on any material changes to valuations in accordance with the Continuous Disclosure Policy. Investors will be updated on valuations when new independent external valuations are received. Disclosure may include: the amount of the latest independent external valuation; the movement in the previous book value; and disclose key assumptions used in preparing the valuation, for instance cap and discount rates; 6. History of this policy approval This policy is subject to at least an annual review by the Audit and Compliance Committee for recommendation to the Board. Version 1 Originally approved by the Board on 29 June

5 Annexure 1 Standard Letter of Instructions <Date> <Valuer Name & Address> Dear <Valuer>, Investa Listed Funds Management Limited ( ILFML ) as Responsible Entity of <Name of Fund> (in brackets Fund Initials e.g. IOF) Valuation of <Property Name and Address> ( Property ) INTRODUCTION We advise that Investa Listed Funds Management Limited wishes to confirm the appointment of your firm to provide a formal valuation of the Property. The purpose of the valuation is to establish the current market value of the Property in its present state, subject to comparable sales and existing tenancies, for financial reporting and first mortgage security purposes. For financial reporting purposes, the valuation of the Property is its fair value, which is the amount the Property could be exchanged between knowledgeable and willing parties in an arm s length transaction. The valuation report must state that the valuation is prepared for ILFML as Responsible Entity of <Fund Initials> and may be relied upon by ILFML, <Fund Initials> and the first mortgage provider. Where deriving the valuation for the property, we require a discounted cashflow approach and capitalisation approach to be conducted and disclosed. Any other approaches that the valuer deems relevant such as a direct comparison method should be included. VALUATION REPORT 1. Interest to be Valued Market value of <Fund Initials> s XX% interest in the Property. 2. Selling Period Please advise what you consider to be a reasonable selling period for the Property. 3. Date of Valuation The full draft valuation report is to be provided to us by <insert date>. The date of the valuation will be <insert date>. 4. Instructing Party The party issuing the instructions is Investa Funds Management Limited. To arrange an inspection and obtain all necessary details on the Property, please contact <General Manager / Asset Manager / ILFML Representative> on (XX) XXXX XXXX. 5. Background and Additional Information For the Property, you are to include: 5.1 A comprehensive description of the site/land and improvements thereon. The description of the improvements should include the following: 5

6 (i) size of the building (GLA/NLA) according to PCA (Property Council of Australia) measurement; description of the building construction/services/finishes, net areas of components, total parking bays, site area and topography and other applicable points of interest. Commenting on the quality of these items, where they deviate from current market expectations or the way towards the market is moving. reference to surveyor's report if applicable. 5.2 The zoning of the Property and the current statutory valuation for the land/improvements and other information obtained from your investigations with local Council. 5.3 A Tenancy Schedule showing, inter-alia, the following: (i) tenancy areas/tenant and vacancies; lease details showing expiry dates and rent-free periods (if any) lessor's fitout contributions (and, details of any outstanding) items; options/reviews; (iv) existing rentals/market rentals; (v) outgoings contributions; (vi) net annual passing rental; (vii) calculations of net income (actual and/or potential) to be shown in the report; (viii) full details of any tenant "related to" or "associated with" (including the Managing Agent) the owner, must be included in your report and must be accompanied by commentary on rental levels and lease terms compared to market. 5.4 Included with the rental component of the report, should be: (i) (iv) (v) an assessment of the property's net income potential; historic outgoings level, broken into component parts ie: rates, taxes, insurance report and maintenance etc; historic rental growth achieved in the area for that type of Property; historic construction and absorption levels for similar accommodation; and detailed market commentary, including an assessment of market rental levels, incentive levels and vacancy levels. 5.5 Land and Title description to be supported by the Land Titles Office Property Information enquiry service or folio identifier search, including reference to any easements or encumbrances. Please comment on any encumbrances that may be detrimental to the value of the property. 5.6 Details of all statutory and municipal services provided to the Property. 5.7 Location description including comment on the nature of surrounding development. 5.8 A ten year Discounted Cash-Flow analysis, including running yield, setting out all assumptions, including: (i) (iv) (v) (vi) determination of Discount Rate(s) applied; appropriate allowances for rental voids between tenancies; necessary rent-free periods and/or tenant incentives; envisaged Capital Expenditure requirements to maintain the adopted market rental growth rates; basis for selection of terminal/redemption capitalisation rate; and refurbishment/up-grade/redevelopment costs and timing. 6

7 5.9 Internal Rate of Return analysis for 3, 5 and 10 year horizons, including an assessment of values at these intervals. Specific reference to the determination of terminal yields for each hypothetical holding period is sought in this exercise Full reversionary schedule (where applicable) showing: (i) assessed market rental levels for the various tenancies; deferment rates used in calculation; and resultant equivalent yield Comment on how any changes in legislation, competition, tenancy requirements or other such events will affect the Property's future potential, together with any recommendations for improvement of the asset. This should include any works considered necessary to upgrade the Property to maintain or improve either the income capacity and/or marketability It is important that in the market overview section of the report, the Valuer comments not only on the market in general, but also concentrates on the position that this Property holds in the market, including its appeal and saleability. In addition, the report should indicate the recent sales history of the Property (if relevant) Indicate land value of the Property (excluding improvements) Indicate the replacement value of the Property We require you to provide a summary of the valuation in the following format: DETAILS: Address Fund Valuation date Inspection date Value (XX% Share) Value (100% Share) Valuer Valuer's rego number Cashflow term 10 Year IRR (%) 5 Year IRR (%) 3 Year IRR (%) Terminal cap rate (%) Disposal costs (%) Acquisition costs (%) Market cap rate (%) Initial yield (%) Occupancy rate (%) WALE (by income) (years) Ave. office rental growth (% pa over 10yrs) Ave. retail rental growth - if applicable (% pa over 10yrs) Ave. office rent $per m 2 (advise if rent is net or gross) Ave. retail rent $per m 2 (advise if rent is net VALUATION: 7

8 or gross) 10 year capex total Outgoings $ per m 2 Net passing income Yr 1 (passing) Net market income Capital Value $ per m 2 Average office floor plate size m 2 6. Comment on State of Repair of Building/Grounds The Valuer's report must include a statement that "the Property, in its opinion, appears to have been adequately maintained having regard to the age of the Property and purpose for which it is used." Should this not be the case in the Valuer's opinion, then matters requiring attention should be noted. 7. Comment on Environmental/Contamination It is acknowledged that <Insert Valuation Firm> is not an environmental consultant and is therefore unable to warrant the site to be free of contamination. However, we request that detailed comment be made if enquiries give cause to suspect the existence of site contamination. The Valuer should have regard to the Contaminated Sites Register. In all cases, the Valuer should have regard to the API contaminated Land Practise Standard. A general disclaimer is not acceptable. 8. Heritage Listing and Native Title Claims We request that the appropriate enquiries are made and confirmed in the valuation report. Please advise on any encumbrances which may be detrimental to value. 9. Estimated Value in 12 months Please supply an estimate of the market value twelve months from the date of valuation. 10. SWOT analysis The report is to provide a risk assessment summarising all of the key issues identified throughout the report by undertaking a SWOT analysis in four risk categories: (i) (iv) market; asset; cash flow profile; and asset management. 11. Property Photographs Property photographs should be included in the original report. Photocopies will be sufficient for the valuation copies. 12. Reporting Format Two (2) signed original and one bound copy of your report addressed to Investa Listed Funds Management Limited should be supplied, dispatched and addressed as follows: Details for the Investa Listed Funds ManagementLimited Contact e.g. General Manager / Asset Manager Address In addition please provide a soft-copy as a PDF version via to: xxxxx@investa.com.au 13. Completion of Valuation The final draft report (in full) will be provided to us by <insert date> with a formal report to be provided within 1 week. 14. Publication of Valuation Details 8

9 Please note that it may be necessary to publish basic information from the valuation report for the information of potential investors in the Property. 15. Fee As agreed with Investa Listed Funds ManagementLimited, $XX,XXX plus GST. 16. GST The reports should clearly explain the GST assumptions, implications and treatment relating to the valuation and in particular, whether the margin scheme has been utilised. The valuation should clearly state whether the valuation figure represents the GST exclusive market value and the GST sale method adopted. 17. Qualifications The instructing party will require that: (a) (b) (c) (d) the Valuer must be authorised to practice as a Valuer under the Law of the State or Territory where the valuation takes place. the Valuer must have a least five years continuous experience in valuation of the type of Property to be acquired. the Valuer must not have a pecuniary interest that could conflict with the proper valuation of the Property. the Valuer will prepare the valuation in accordance with all relevant principles applicable to a valuation of the type of Property to be acquired having regard to all the relevant and surrounding circumstances and including any particular requirements of Investa Properties Limited. The reference to Valuer in this context includes the firm which you represent, all other persons within that firm and any related firms acting as leasing agents or in any other capacity. Please confirm this in your report and confirm that this position will be maintained until the purpose for which this Valuation is being obtained is completed. For example, if the Property is being valued for acquisition, your firm must not be involved in the purchase transaction or act in any way for the vendors of the Property. The valuation needs to stand on its own and should be able to be assigned to third parties at the discretion of Investa Funds Management Limited and be able to be relied upon. All reasonable steps should be taken to satisfy yourselves as to any uncertainties such that your report should not include any qualification or assumption that may affect the valuation. Please refer to this instruction in your report. Confidentiality You should not disclose information regarding the valuation without our consent. Professional Indemnity Insurance Could you please provide us with a copy of your Professional Indemnity Insurance certificate so that we may confirm the insurer, level of cover and expiry date. We look forward to receiving your valuation report. Yours faithfully <General Manager / Asset Manager sign-off> 9