Quarterly update
30 Avril 2009 - 10:00AM
UK Regulatory
TIDMPEJR
RNS Number : 4146R
Prospect Epicure J-REIT Val Fd PLC
30 April 2009
Prospect Epicure J-REIT Value Fund PLC
Quarterly Update to Quarter End March 2009
Report to Shareholders
A FORMATTED VERSION OF THIS REPORT IS AVAILABLE FROM THE COMPANY'S
ADMINISTRATOR, GALILEO FUND SERVICES LIMITED, ISLE OF MAN UPON REQUEST. PLEASE
CONTACT enquiries@galileofs.co.im TO REQUEST A COPY.
Disclaimer
The contents of this document have been prepared by Prospect Asset Management
Inc. as Investment Adviser to Prospect Epicure J-REIT Value Fund PLC ("PEJR" or
"the Company"). This document has been prepared solely for information purposes
and for the use of the recipient. It does not constitute an offer or an
invitation by or on behalf of the Investment Adviser or the Company to any
person to buy or sell any security or investment product. Any reference to past
performance is not necessarily a guide to the future. The information and
analyses contained in this publication have been compiled, or arrived at from
sources believed to be reliable, but the Investment Adviser and the Directors of
the Company do not make any representation as to their accuracy or completeness,
and do not accept liability for any loss arising from their use. The investments
discussed in this report may not be suitable for all investors. and are provided
for information purposes only. The ordinary shares and warrants in the Company
have not been, and will not be, registered under the United States Securities
Act of 1933 as amended (the "Securities Act") or qualified for sale under the
laws of any state of the United States or under the applicable laws of any of
Canada, Australia, Republic of South Africa or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in Regulation S under
the Securities Act) or to any national, resident or citizen of Canada,
Australia, Republic of South Africa or Japan. None of the Company, the Manager
or any of their respective members, directors, officers or employees nor any
other person accepts any liability whatsoever for any loss, however arising,
from any use of such information or opinions.
Company Description
Prospect Epicure J-REIT Value Fund plc (" the Company") was established to
capitalise on attractive investment opportunities in the Japanese real estate
investment trust (J-REIT) market. The Company is actively managed in order to
capture valuation discrepancies, in particular discounts to Net Asset Value
(NAV), as identified by the Investment Adviser, Prospect Asset Management, Inc.
("the Adviser"). The Company typically invests in listed securities, but is also
permitted to invest a portion of its assets in unlisted securities expected to
list within twelve months, in addition to securities that have ceased to be
listed.
Investment Overview
The Adviser's investment stance focuses on NAV discounts and high dividend
yields. The resulting portfolio holdings have been chosen because the Adviser
considers them to be among the most undervalued, highest yielding stocks within
their universe. The Company currently holds eight positions in what the
Investment Adviser believes to be undervalued J-REITS.
The position held in LCP Investment (8980) was sold and FC Residential
Investment (8975) added to the portfolio holdings. The holding in LCP Investment
was liquidated as a result of the Adviser's concern that the Company carried a
significant refinancing risk, with Y1.5bn maturing at the end of April and a
further Y16.2bn maturing at the end of May. Conversely, FC Residential has one
of the lowest LTV ratios in the sector (25.5 per cent), with only one
outstanding loan for Y5.6bn maturing in October. At the time of purchase, FC
Residential had one of the highest implied net operating income cap rates in the
J-REIT sector.
The table below shows the weighting of holdings in the consolidated portfolio,
the percentage ownership of total outstanding shares, the discount to NAV and
the dividend yield of each J-REIT as of 31 March 2009.
Embedded image removed - please refer to the Company's website
www.prospect-epicure.com for a table depicting the weighting of holdings in the
consolidated portfolio.
Source: Prospect Asset Management as of 31March 2009
A subsidiary of the Company owns 2.3% of 8969, Prospect Residential Investment
Corporation, a J-REIT that is managed by a company affiliated to the Investment
Adviser, Prospect Asset Management
Portfolio Gearing
During the quarter, the Company maintained zero gearing due to the volatile
nature of market conditions. Going forward, a view on gearing will be taken
based on close observation of the market environment.
Sponsor Changes
In the first quarter, two J-REITs (Nippon Residential Investment and Nippon
Commercial Investment) lost their sponsor, Pacific Holdings, when it was forced
to file for bankruptcy protection. While new sponsors have yet to be announced
for both J-REITs, there was significant unit price appreciation due to an
expectation of stronger sponsor support and/or a merger.
Pacific Holdings
During the quarter, worries over J-REIT sponsor Pacific Holdings were allayed by
an equity investment by Chinese backed Chuhaku Japan. Subsequent investments
were delayed and finally cancelled, and Pacific Holdings was forced to file for
bankruptcy protection on 10 March 2009.
As uncertainty overshadowed Pacific Holdings during the first part of the
quarter, the unit prices of two J-REITs that it sponsored, Nippon Residential
Investment (8962) and Nippon Commercial Investment (3229), fell by 51.8 per cent
and 54.7 per cent respectively. After Pacific Holdings filed for civil
rehabilitation, they rose by 99.0 per cent and 93.3 per cent respectively on
speculation that they would be rescued by stronger sponsors and/or merged with
existing J-REITs.
New City Residence
On 9 October 2008 New City Residence Investment Corporation (NCR) (8965)
announced the initiation of Civil Rehabilitation proceedings due to its
inability to refinance its debt in a timely fashion or to secure financing for
the pre-committed acquisition of a property. During the quarter, there were few
updates on the status of the bidding for control. Among the major events was the
revelation that the Development Bank of Japan (DBJ) had entered the process,
bidding jointly with Daiwa House Industries.
Finally, on 7 April 2009, NCR announced the selection of Lone Star Real Estate
as its new sponsor. Reports cite the total bid amount as Y120bn, representing a
cap rate of 7.5 per cent. NCR plans to issue 400,000 new units at Y15,000 per
unit to Lone Star group company KF Capital (total of Y6bn). There are also plans
for a Tender Option Bond at Y35,000 per unit, a 146 per cent premium to the last
traded price.
Government Support Measures
After initial promises of working capital assistance to J-REITs in December
2008, the government announced several other initiatives in Q1 aimed at
supporting the sector. These measures include efforts to stimulate lending, to
ease M&A hurdles and to enable direct purchases of J-REIT units and/or portfolio
property.
Q1 2009 Support Measures
1. Eligibility of J-REIT units as part of a plan to buy shares held by banks by the
Bank's Shareholdings Purchase Corporation (BSPC). The BSPC is to restart stock
purchases for a three year period beginning in April 2009.
2. Expanded DBJ lending support to J-REITs to acquire property
3. In an effort to increase transparency, the Financial Services Agency (FSA) has
amended its guidelines for J-REITs to disclose forward commitment obligations,
and the calculation method and value of money transfers expected to result from
any proposed merger.
4. Negative goodwill generated through J-REIT mergers will not be counted in the
assessment of 90 per cent dividend payout condition for qualifying as a J-REIT.
Recent Developments
During the quarter there were no cases of J-REITs being unable to secure
refinancing, though several J-REITs repaid portions of maturing loans through
asset sales. Credit conditions continue to be tight, with interest rate
increases for J-REITs lacking strong sponsor support. The Adviser believes that
upward pressure on lending rates is likely to continue. Focus is also shifting
towards the next round of J-REIT corporate bond maturities, scheduled to begin
in Q3 2009. Given lender reticence to extending new loans, the ability of
issuers to refinance these bonds is a concern. The first scheduled corporate
bond maturity will be 8962 Nippon Residential Investment's (Y6.0 billion) in
September this year.
Key Events and TSE REIT Index Movement
Embedded image removed - please refer to the Company's website
www.prospect-epicure.com for a graph depicting the TSE Reit Index Movement
Source:Bloomberg
Key Events
7 January - New City Residential restructuring announcement is postponed to 7
April.
22 January - BOJ announces acceptance of J-REIT bonds as collateral
10 March - Pacific Holdings files for bankruptcy protection
14 March - Report that Banks Shareholding Purchase Corp programme to include
J-REIT shares
7 April - Lone Star announced as new sponsor for New City Residential
9 April - Japan's ruling Liberal Democratic Party (LDP) approves Y15.4 trillion
stimulus package
Refinancing Completed 1Q 2009
Embedded image removed - please refer to the Company's website
www.prospect-epicure.com for a table depicting refinancing completed in 1Q
2009.
Source: Prospect Asset Management as of 31March 2009
The more significant of the two refinancings during the period was Prospect
REIT's Y3.5bn through Aozora Bank, which was last refinanced in November 2008
for TIBOR+600. The drastically lower interest rate (TIBOR +195) came about
through improved lender attitude towards J-REITs and, reportedly, a verbal
reprimand from the FSA. The Japan Single Residence refinancing was also
facilitated by Aozora bank for TIBOR+200, the same terms as before.
Upcoming Events
Refinancing Schedule 2009
Embedded image removed - please refer to the Company's website
www.prospect-epicure.com for a table depicting the refinancing schedule for
2009.
Source: Prospect Asset Management as of 31March 2009
OUTLOOK
Cautious Optimism
The Investment Advisor maintains its conclusion that external impetus is needed
for continued re-rating of J-REIT valuations. The price corrections of the first
quarter support this stance, as sponsor issues and renewed pledges of government
support again resulted in the marked outperformance of the sector towards the
end of the Japanese fiscal year. The market clearly prefers domestic sponsors
with strong credit ratings (e.g. Daiwa House) over foreign players (e.g.
Oaktree), and the Adviser expects to see these domestic players leading the way
in sponsor changes and M&A activity. The speed and manner in which the
government clears the way for industry consolidation will also be vital to
continued market confidence.
There has been a string of recent positive developments for the J-REIT sector,
including the success of New City Residence in finding a new sponsor, various
government support measures and successful refinancing activities. Going
forward, the greatest uncertainty continues to revolve around the ability of
J-REITs to refinance corporate bonds, with the first (Nippon Residential) on 11
September 2009.
Retail investors continue to help support the sector, with Tokyo Stock Exchange
data for February 2009 showing this investor category as the largest net
purchasers of J-REITs by value (Y8.2bn). Banks were also net purchasers by
Y4.4bn and investment trusts by Y900m. The Advisor believes that this trend will
continue, with a stronger yen triggering the interest of retail investors
looking for high yielding, yen-denominated products.
NAV Update
NAV at launchGBP 0.965
NAV as at 26 March 2009 GBP 0.076
The NAV is estimated weekly net of fees and expenses at the close of business
every Thursday and announced through the Regulatory News Service of the London
Stock Exchange each Tuesday.
Market Price-Shares, 26 March 2009GBP 0.600
Market Price-Warrants, 26 March 2009GBP 0.051
Inception Date November 2006
Key Features
Domicile Isle of Man
Shares Issued 131,000,000
Warrants Issued 20,200, 000
MaturityContinuation vote at 2012 AGM
Year end 31 December
Annual Fee 1% of GAV
Performance Fee
The performance fee is 20% of the increase in adjusted NAV per share from the
placing price of GBP 1.00, subject to the achievement of two tests (i) the
Adjusted NAV per share exceeds an amount equal to the placing price of GBP 1.00
increased by 8% (compound), and (ii) a high watermark.
Investment Manager Epicure Managers Japan Ltd.
Investment Adviser Prospect Asset Management Inc.
Administrator Galileo Fund Services Limited, Isle of Man
Custodian Anglo Irish Bank Corporation, (International) PLC
Nominated Broker Panmure Gordon (UK) Limited
Auditor & Tax Adviser KPMG
Legal Adviser Stephenson Harwood
Ordinary Shares
Valoren 2752791
ISIN IM00B1FW6C18
SEDOL B1FW6C1
Bloomberg Ticker PEJR LN Equity
Warrants
Valoren 2787085
ISIN IM00B1FXTQ94
SEDOL B1FXT7Q9
Bloomberg TickerPEJW LN Equity
Website address: www.prospect-epicure.com
Contact Details
Nominated Adviser & Broker
Panmure Gordon (UK) Limited
Moorgate Hall
155 Moorgate
London EC2M 6XB
Tel:+44 207 459 3600
Website: www.panmure.com
Administrator and Registrar
Galileo Fund Services Ltd.
Third Floor
Britannia House
St George's Street
Douglas
Isle of Man, IM1 1JE
Tel: +44 1624 692600
E-mail enquiries@galileofs.co.im
Website www.galileofs.co.im
Media/PR Contact
Tim Draper
MCommunications
Tel: +44 20 7153 1267
Marylene Guernier
MCommunications
Tel: +44 20 7153 1269
1 Ropemaker Street
Ninth Floor
London
EC2Y 9HT
www.mcomgroup.com
Curtis Freeze Prospect Asset Management
Tel: +1 808 396 7077
Leonard O'Brien Prospect Epicure J-REIT Value Fund PLC
Tel: +41 (0)22 908 1190
This information is provided by RNS
The company news service from the London Stock Exchange
END
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