London, 25 November 2016 -- Moody's Investors Service, ("Moody's") has
today assigned a Baa3 long-term global rating to the EUR150 million
senior secured exchangeable bonds due 2021 issued by Redefine Properties
Limited (Redefine). The outlook on the rating is stable.
"The transaction allows Redefine to leverage off its offshore stake
in Redefine International PLC (RI PLC) to gain access cheaper funding
in the European debt capital markets, while maintaining an ongoing
dividend stream over the interim period," says Dion Bate a
VP-Senior Analyst at Moody's. The proceeds from the
bonds will be used to help refinance the EUR250 million bridge facility
that was raised for the acquisition of a 44.9% interest
in Echo Prime Properties B.V.
RATINGS RATIONALE
The exchangeable bond's Baa3 rating is in line with the issuer rating
(senior unsecured) of Redefine as the bonds will constitute direct and
unconditional obligations of Redefine. The bonds are secured by
242.3 million RI PLC shares whereby the bondholders can elect to
exchange the bonds into RI PLC (UK listed Real Estate Investment Trust).
Should the bondholder do this Redefine can settle the equivalent share
value in cash.
Redefine's Baa3/Aa2.za issuer rating is underpinned by a
material growth of its property portfolio over the past 18 months within
South Africa as well as more recently into Europe and Australia.
The sizable portfolio of predominantly directly held South African properties
(75% of property assets) has moderate and relatively stable occupancy
rates of 92.6%, that produced high EBITDA margins.
The rating is also supported by a well-diversified property portfolio
across key sectors in office, industrial and retail with local and
offshore property (direct and indirect) exposures in South Africa,
United Kingdom, Germany and Australia.
The rating is however constrained by the more complex organisational and
reporting structure, a low fixed charge cover of 2.5x and
increasing total debt to gross assets ratio (leverage) of 35.5%,
which is anticipated to increase towards 38%. Further key
constraints on the ratings include the large proportion of secured debt
in the company's capital structure, which represents 57%
of total debt; and the high level of encumbered assets to gross assets
equal to 60%. All data points and credit metrics are as
of financial year ended 31 August 2016 and are according to Moody's standard
definitions and adjustments.
Redefine's liquidity is deemed sufficient to meet its obligations over
the next 12-18 months, supported by positive and stable cash
flow from operations, available credit facilities of ZAR3.4
billion and listed property investments totalling ZAR11.9 billion.
In addition, Redefine has introduced a distribution reinvestment
plan which, at the option of the investor electing to take units/shares
instead of dividends, will free up additional liquidity sources
for Redefine.
The stable outlook reflects Moody's view that Redefine will continue to
produce steady rental income, make well-conceived investments
and produce good operating returns. The stable outlook assumes
the absence of large transformational acquisitions and that management
will maintain an adequate liquidity profile at all times.
Factors that Could Lead to an Upgrade
» Portfolio size and diversification materially improves
» Good track record as a rated entity
» Consistent credit metrics, maintaining leverage, defined
as adjusted total debt/gross assets, sustainably below 35%
and fixed charge coverage above 3.0x on a sustained basis
» Ratio of secured debt/property assets falls below 25%
Any future upward pressure will also have to be considered in the context
of the South African sovereign rating, currently Baa2 with a negative
outlook, which may constrain Redefine ratings.
Factors that Could Lead to a Downgrade
» Adjusted total debt/gross assets exceeds 40% on a sustained
basis
» Fixed charge coverage trends below 2.5x
» Ratio of secured debt/property assets remains above 30%
» Unexpected difficulties integrating acquisitions arise, having
a negative impact on the operational performance or cash flows of the
company
» Deterioration of Redefine's liquidity risk profile
Redefine is the second largest South African commercial real estate investment
trust (REIT) listed on the Johannesburg Stock Exchange (JSE) in South
Africa by total assets, ZAR79.8 billion ($5.6
billion) as at 31 August 2016. Its activities include direct investments
in property assets (ZAR55.4 billion or $3.9 billion),
as well as investments in the listed securities of other commercial property
investment companies totalling ZAR17.3 billion ($1.2
billion). Redefine's offshore property exposure totalling ZAR16.3
billion has exposure in the UK and Europe and Australia.
The principal methodology used in this rating was Global Rating Methodology
for REITs and Other Commercial Property Firms published in July 2010.
Please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
The Local Market analyst for this rating is Dion Bate, 27-11-217-5472.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides certain regulatory disclosures in relation
to the credit rating action on the support provider and in relation to
each particular credit rating action for securities that derive their
credit ratings from the support provider's credit rating.
For provisional ratings, this announcement provides certain regulatory
disclosures in relation to the provisional rating assigned, and
in relation to a definitive rating that may be assigned subsequent to
the final issuance of the debt, in each case where the transaction
structure and terms have not changed prior to the assignment of the definitive
rating in a manner that would have affected the rating. For further
information please see the ratings tab on the issuer/entity page for the
respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Ramzi Kattan
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
David G. Staples
MD - Corporate Finance
Corporate Finance Group
Telephone: 00971 4237 9536
Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454