IPO Note | Real Estate-REIT
March 16, 2019
EMBASSY Office Parks-REIT
SUBSCRIBE
EMBASSY Office Parks REITs (Embassy REIT) is the owner of a high quality office
Issue Open: March 18, 2019
portfolio that serves as essential corporate infrastructure to multinational tenants
Issue Close: March 20, 2019
and has significant embedded growth prospects. Embassy REIT’s Portfolio
comprises seven best-in-class office parks and four prime city-center office
buildings totaling 32.7msf as of December 31, 2018, with strategic amenities,
including two completed and two under-construction hotels totaling 1,096 keys,
Issue Details
food courts, employee transportation and childcare facilities.
Face Value: `10
Marquee tenant base: Approximately 80.9% of the Gross Rentals from 160+
No of Units offered: 129,124,400
marquee tenant base is contracted with leading multinational corporations and
Issue size (amount): *`3860 -**3873cr
~43.4% is contracted with Fortune 500 companies such as JP Morgan, IBM and
Price Band: `299-300
Microsoft. Embassy REIT’s high quality tenant base along with long-term
Lot Size: 800 shares and in multiple
contracted rentals (with a WALE of 7 years) provides considerable stability to REIT
thereafter 400
Portfolio.
Best-in-class office properties with high quality infrastructure at attractive capital
Post-issue implied mkt. cap: *`23,073cr -
values: Embassy Office Parks hold 7 best-in-class office parks and 4 prime
**`23,150cr
city-center office buildings totaling 32.7msf of Leasable Area, making them
Promoters holding Pre-Issue: 100%
the largest REIT amongst comparable Asian office REITs. These properties are
Promoters holding Post-Issue: 80%
among the largest and highest quality assets in their submarkets. Group
*Calculated on lower price band
provides a complete business ecosystem with campus-style infrastructure,
** Calculated on upper price band
world-class facilities and amenities. In the last 3 years and 9 months, existing
Book Building
tenants have grown by 4.2msf within their assets.
Institutional investors
75% of issue
Outlook & valuation:
Other Investors
25% of issue
Embassy REIT hold most of the assets in metro cities and key micro market,
which are either Financial or IT hubs and the occupancy is with high quality
tenant comprising of blue-chip multinational and Indian corporate. Most of
Post Issue Shareholding Pattern
the tenants are MNCs, which provides comfort to future cash flow.
Promoters
79.5%
Upside in cash flow will depend mostly from occupancy of vacant space,
escalation of rental and growth in re-leased spread. As per offer document
Others
20.5%
and offered NAV at INR 300 investor can expect 8-8.25% gross yield in FY20
and 8.6-8.96% gross yield in FY21. Moreover Investment in Real estate
properties also gives opportunity of appreciation in value of assets around 4-
7% in longer period of time. We expect a effective return of 12-13% is
reasonable expectation from Embassy office Parks REITs. Hence, in our view,
investors who want to invest in commercial property with expectation of 12-
13% return over longer period of time can SUBSCRIBE for the issue.
Key Financial
Y/E March (` Mn)
FY16
FY17
FY18
9MFY19
Operating Income
15,754
16,456
17,663
14,932
% chg
-
4
7
-
Net Profit
932
1,771
2,569
2,851
% chg
-
90
45
-
EBITDA
12,288
12,400
12,408
11,386
EBITDA margin
78%
75%
70%
76%
Kripashankar Maurya
P/BV (x)
7.3
6.8
6.7
6.1
Book Value
41.1
44.0
45.1
48.8
+022 39357600, Extn: 6004
RoE (%)
2.9
5.2
7.4
7.6
[email protected]
RoCE (%)
2.6
2.8
3.3
3.7
Source: RHP, Angel Research; Note: Valuation ratios based on post--issue outstanding shares and at upper end of the price band
Please refer to important disclosures at the end of this report
1
Embassy Office Parks REIT | IPO Note
About REITS
A first of kind of investment instruments in India which allow investors to invest
in large real estate properties by investing a fraction of amount in rent
generating assets by investing as low as Rs.2 Lakh (At time of issue of offer ).
REITs allow anyone to invest in portfolios of real estate assets the same way
they invest in other industries - through the purchase of individual company
stock or through a mutual fund or exchange traded fund (ETF). The unit
holders of a REIT earn a share of the income produced through real estate
investment - without actually having to go out and buy, manage or finance
property which normally less liquid and large size in terms of capital value.
Therefore, like stocks, investors will be able to buy units of REITs from both
primary and secondary markets. While investing in an IPO, the minimum
investment amount will be Rs.2 lakh, while on exchange the minimum lot size
will be Rs.1 lakh.
Key Highlights of REITS
Owning the ‘A’ grade assets with smaller amount of investments ;
Provide low entry level with minimum investment of Rs.2 lakh (In IPO)
while on exchange minimum lot size will be Rs.1 Lakh;
Diversified investment option at reduced risk, manage by professional
management. Investment in assets like Office Space, Industrial Parks,
warehouses, Hotels and Healthcare delivery (Hospital);
Investor can earn two types of Income. One, Capital gains while selling
the units and two through dividend/interest income.
About EMBASSY REITS
Embassy Office Parks REIT has a portfolio of 32.7 mn sq.ft spread across
major cities such as Bengaluru, Mumbai, Pune and Noida which consist of 7
office parks and four city center office building . Group looking to raise upto
INR 4,750 Cr from the issue (Including INR 876 Cr from Strategic Investor).
Key Highlights of Embassy Parks REIT
43% of gross rental comes from fortune 500 companies like Google,
Microsoft, IBM, Cognizant, Goldman Sachs, JP Morgan, Well Fargo and
Accenture, etc.;
49% of gross rental is derived from technology sector, which is India’s
fastest growing sector ;
95% of committed occupancy as of December 2018 and 80% plus
retention rate over last three year and nine months;
Embassy Office Parks' assets have stable cash flow with contracted
escalations of 10-15% every three to five years with typical 9 to 15 years
tenure;
City center office building has escalation of 15% every three years for
typical tenure of five to nine years;
Office parks manage by highly experienced senior management team
with an average experience of 20 years in operating, developing,
leasing and managing commercial real estate;
Each of the properties are located in prime location of respective cities,
which gives strong revenue visibility and property value appreciation in
longer term.
March 16, 2019
2
Embassy Office Parks REIT | IPO Note
Distribution of income mechanism to Unit holders:
REIT will receive its income in the form of Dividend, interest or lease
from respective SPV;
Post incurring expenses at Trust level, Manager has to distribute not
less than 90% of net distributable cash flows to unit holders;
Distribution can happen in the forms such as Dividend or Interest.
NAV Valuation mechanism
Investment manager has to declare the NAV of unit on quarterly basis as per
prevailing market condition at that point of time. In this case, the underlying
asset being that of Commercial ‘A’ grade assets, we expect 4-7% increase in
value of assets over longer period of time.
Recommendation :
Embassy REIT hold most of the assets in metro cities and key micro market,
which are either Financial or IT hubs and the occupancy is with high quality
tenant comprising of blue-chip multinational and Indian corporate. Most of the
tenants are MNCs, which provides comfort to future cash flow.
Upside in cash flow will depend mostly from occupancy of vacant space,
escalation of rental and growth in re-leased spread. As per offer document
and offered NAV at INR 300 investor can expect 8-8.25% gross yield in FY20
and 8.6-8.96% gross yield in FY21. Moreover Investment in Real estate
properties also gives opportunity of appreciation in value of assets around 4-
7% in longer period of time. We expect a effective return of 12-13% is
reasonable expectation from Embassy office Parks REITs. Hence, in our view,
investors who want to invest in commercial property with expectation of 12-
13% return over longer period of time can SUBSCRIBE for the issue.
Issue Details
The company is raising ~`4,750cr through offering a unit up to 15.28cr units
in the price band of `299-300 per unit. The offer will constitute ~20.5% of the
post-issue paid-up equity share capital of the company, assuming the issue is
subscribed at the upper end of the price band.
Exhibit 1: Pre and Post-IPO shareholding pattern
No of shares Cr. (Pre-issue)
%No of shares Cr. (Post-issue)
%
Promoter
77.17
100%
61.35
80%
Other
0
0%
15.82
20%
Total
77.17
100%
77.17 100%
Source: Offer Document , Angel Research
March 16, 2019
3
Embassy Office Parks REIT | IPO Note
Objects of the offer
Exhibit 2:
Object of the Issue
Amt. Rs cr
Partial or full repayment or pre-payment of bank/
financial institution debt of the Asset SPVs and the
3,710
Investment Entity
Payment of consideration for acquisition of the
Embassy One Assets currently held by EODPL
460
(Embassy One Developers Pvt. Ltd.)
General Corporate Purposes
580
Source: Offer Document , Angel Research
Key Risks
Adverse Economic and Micro market condition
Growth in rental is subject to market conditions, which directly relates to
growth in economy and the industry in which the tenant operates. Embassy
REIT’s majority tenants are from Information Technology sector and any
slowdown or shift in tenants’ projects may affect the occupancy and rental
going forward.
Hospitality segment
Currently, few of the hotel assets are under-conduction and do not generate
any revenue. Going forward, lower occupancy may affect performance of
overall REIT portfolio and in turn reduction in projected cash flow can be
possible.
About Sponsor
Company’s co-sponsors, Embassy Sponsor and Blackstone Sponsor, combine
a deep knowledge of local markets with global expertise and best practices in
investment and asset management. Embassy is a leading Indian real estate
company, which has completed over
45msf of office and residential
development. Blackstone Sponsor is one of the world’s leading investment,
real estate and alternative asset management firms.
About Investment Manager
Embassy Office Parks Management Services Private Limited is the Manager of
the Embassy REIT. The manager has been involved in providing property
management services to certain real estate assets promoted by the Embassy
Sponsor, such as Embassy Techzone and Embassy Manyata for over four
years.
March 16, 2019
4
Embassy Office Parks REIT | IPO Note
Board of Directors of the Manager
Anuj Puri is an independent director of the Manager. He is currently a director
of Jagran Prakashan Limited, Music Broadcast Limited, ANAROCK Investments
Advisors Private Limited, Puri Crawford Insurance Surveyors and Loss Assessors
India Private Limited, ANAROCK Property Consultants Private Limited, Amrta
Consulting Private Limited and ANAROCK Group Business Services Private
Limited.
Dr. Punita Kumar Sinha is an independent director of the Manager. She has
been elected to serve on the board of governors of the CFA Institute, USA. She
is the founder of Pacific Paradigm Advisors LLC, an independent investment
advisory and management firm focused on Asia, and currently serves as an
independent director on the board of several companies. She has been a
Senior Managing Director at Blackstone.
Dr. Ranjan Pai is an independent director of the Manager. He has been the
Managing Director and Chief Executive Officer of the Manipal Group of
companies, and the Managing Director of MEMG Malaysia Sdn. Bhd. He is
currently on the board of directors of several Manipal Group companies
including Manipal Healthcare Private Limited, Manipal Health Systems Private
Limited and Manipal Cure and Care Private Limited.
Vivek Mehra is an independent director of the Manager. He is currently on the
board of directors of DLF Limited, HT Media Limited, Jubilant Life Sciences
Limited, Grassroot Trading Network for Women, Clean Solar Power (Hiriyur)
Private Limited and a non-executive director of RHT Health Trust Manager Pte.
Ltd.
Aditya Virwani is a non-executive director of the Manager. He is on the board
of several Embassy group companies.
Jitendra Virwani is a non-executive director of the Manager. He is the
chairman and managing director of the Embassy Group of companies,
including the Embassy Sponsor. He is also the founder of the Embassy
Sponsor. He has over 25 years of experience in the real estate and property
development sector.
The key personnel of the Manager
Michael Holland is Chief Executive Officer of the Manager since 2014. He has
over 20 years of experience in the commercial real estate sector in Asia and
Europe. Prior to joining the Embassy Group, he was the chief executive officer
of Assetz Property Group. He founded the JLW India/ Jones Lang LaSalle India
business and has served as its country manager and Managing Director from
1998 to 2002.
Rajesh Kaimal is Chief Financial Officer of the Manager. He has over 23 years
of experience in the finance and budget sectors. He was previously associated
with the Manipal group of companies from 2000 to 2017. He has also worked
with Ruchi Soya Industries Limited, Blue Cross Laboratories Limited and Afcons
Infrastructure Limited.
March 16, 2019
5
Embassy Office Parks REIT | IPO Note
Anoop K. Jain is the Vice President - Finance and Accounts of the Manager.
He has over 21 years of experience in various project administrative functions
including preparation of capital expenditure reports for financial institutions,
monitoring of project financial assets, coordinating statutory audit, general
ledger, subcontractors accounts and taxes. He was appointed as the
Compliance Officer of the Embassy REIT with effect from June 12, 2017.
Ramesh Periasamy is the Company Secretary and Compliance Officer of the
Manager and the Compliance Officer of the Embassy REIT.
Income statement
Y/E March (` Mn)
FY16
FY17
FY18
9M FY19
Revenue from operations
13,970
14,849
16,118
13,760
Other income
1,784
1,607
1,545
1,172
Total Income
15,754
16,456
17,663
14,932
Expenses and losses
Cost of materials consumed
42
49
55
42
Employee benefits expense
181
208
215
220
Operating and maintenance
2,072
2,333
2,069
1,730
expenses
Other expenses
1,171
1,467
1,720
1,168
Impairment loss on property, plant
-
-
1,195
386
and equipment
Total Expenses
3,466
4,057
5,254
3,546
EBIDTA and Income tax excluding
share of profit of equity accounted
12,288
12,400
12,408
11,386
investees
Finance costs
7,083
6,938
6,312
5,174
Depreciation and amortization
3,158
3,244
3,228
2,687
expense
Profit before share of profit of equity
2,046
2,218
2,868
3,525
accounted investees and income tax
Share of profit of equity accounted
241
579
960
875
investees (net of income tax)
Profit before income tax
2,288
2,798
3,828
4,400
Tax expense:
Current tax
716
917
1,298
1,327
Deferred tax charge
1,163
716
745
320
MAT credit entitlement
-523
-606
-784
-98
Income tax expense
1,356
1,027
1,259
1,549
Profit for the year
932
1,771
2,569
2,851
Items of Other comprehensive
income
Items that will not be reclassified
subsequently to profit or loss—
1
1
1
1
Remeasurements of defined benefit
liability, net of tax
Total comprehensive income for the
933
1,771
2,570
2,852
year
Source: Offer Document, Angel Research
March 16, 2019
6
Embassy Office Parks REIT | IPO Note
Balance Sheet
Y/E March (` Mn)
FY2016
FY2017
FY2018
9MFY19
SOURCES OF FUNDS
Equity Share Capital
3,871
4,279
4,482
3,608
Reserves& Surplus
27,838
29,673
30,299
34,066
Instruments entirely equity in nature
8
8
9
-
Shareholders Funds
31,717
33,960
34,789
37,674
Total Loans
54,775
64,381
81,894
82,841
Other Liab & Prov
-
-
-
-
Total Liabilities
86,492
98,341
116,683
120,515
APPLICATION OF FUNDS
Net Block
83,274
82,444
93,599
95,161
Capital Work-in-Progress
2,140
3,586
4,970
7,578
Investments
853
2,920
4,600
4,945
Current Assets
19,223
23,020
31,986
30,106
Inventories
2,384
2,926
9
5
Sundry Debtors
400
363
378
371
Cash & Bank
1,714
3,726
2,179
2,614
Loans & Advances
595
1,276
9,278
8,084
Other Assets
14,130
14,729
20,141
19,033
Current liabilities
18,998
13,628
18,472
17,276
Net Current Assets
225
9,392
13,514
12,831
Total Assets
86,492
98,341
116,683
120,515
Source: Offer Document, Angel Research
Cash Flow
Y/E March (` cr)
FY16
FY17
FY18 9MFY19
Net cash generated from operating activities
9,252
9,867
12,508
11,345
Net cash (used in) investing activities
2,335
-9,508
25,364
-4,843
Net cash generated from/(used in) financing
6,571
914
11,629
-5,586
activities
Net (decrease)/increase in cash and cash
346
1,273
-1,227
916
equivalents
Cash and cash equivalents at the beginning
815
1,391
2,664
1,437
of the year
Cash and cash equivalents at the end of the
1,391
2,664
1,437
2,353
year
Source: Offer Document, Angel Research
March 16, 2019
7
Embassy Office Parks REIT | IPO Note
Research Team Tel: 022 - 39357800
E-mail: [email protected]
Website: www.angelbroking.com
DISCLAIMER:
Angel Broking Limited (hereinafter referred to as “Angel”) is a registered Member of National Stock Exchange of India Limited, Bombay
Stock Exchange Limited, Metropolitan Stock Exchange Limited, Multi Commodity Exchange of India Ltd and National Commodity &
Derivatives Exchange Ltd It is also registered as a Depository Participant with CDSL and Portfolio Manager and Investment Adviser with
SEBI. It also has registration with AMFI as a Mutual Fund Distributor. Angel Broking Limited is a registered entity with SEBI for Research
Analyst in terms of SEBI (Research Analyst) Regulations, 2014 vide registration number INH000000164. Angel or its associates has not
been debarred/ suspended by SEBI or any other regulatory authority for accessing /dealing in securities Market. Angel or its
associates/analyst has not received any compensation / managed or co-managed public offering of securities of the company covered
by Analyst during the past twelve months.
This document is solely for the personal information of the recipient, and must not be singularly used as the basis of any investment
decision. Nothing in this document should be construed as investment or financial advice. Each recipient of this document should make
such investigations as they deem necessary to arrive at an independent evaluation of an investment in the securities of the companies
referred to in this document (including the merits and risks involved), and should consult their own advisors to determine the merits and
risks of such an investment.
Reports based on technical and derivative analysis center on studying charts of a stock's price movement, outstanding positions and
trading volume, as opposed to focusing on a company's fundamentals and, as such, may not match with a report on a company's
fundamentals. Investors are advised to refer the Fundamental and Technical Research Reports available on our website to evaluate the
contrary view, if any
The information in this document has been printed on the basis of publicly available information, internal data and other reliable
sources believed to be true, but we do not represent that it is accurate or complete and it should not be relied on as such, as this
document is for general guidance only. Angel Broking Limited or any of its affiliates/ group companies shall not be in any way
responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report.
Angel Broking Limited has not independently verified all the information contained within this document. Accordingly, we cannot testify,
nor make any representation or warranty, express or implied, to the accuracy, contents or data contained within this document. While
Angel Broking Limited endeavors to update on a reasonable basis the information discussed in this material, there may be regulatory,
compliance, or other reasons that prevent us from doing so.
This document is being supplied to you solely for your information, and its contents, information or data may not be reproduced,
redistributed or passed on, directly or indirectly.
Neither Angel Broking Limited, nor its directors, employees or affiliates shall be liable for any loss or damage that may arise from or in
connection with the use of this information.
Disclosure of Interest Statement
Embassy REIT
1. Financial interest of research analyst or Angel or his Associate or his relative
No
2. Ownership of 1% or more of the stock by research analyst or Angel or associates or
No
relatives
3. Served as an officer, director or employee of the company covered under Research
No
4. Broking relationship with company covered under Research
No
March 16, 2019
8