Haldane McCall Equity Real Estate Investment Trust

DISCLAIMER

This Investment Teaser (“Teaser”) has been prepared by The Lead Issuing House, Goldbanc Management

Associates Ltd and Co-Issuing Houses, BGL Capital Ltd, Capital Bancorp Plc, Greenwich Trust Ltd, LeadCapital Plc

and Planet Capital Ltd (“Issuing Houses”) in respect of the proposed Haldane McCall Equity Real Estate

Investment Trust (“HMK REIT”).

The information contained in this Teaser is selective and is subject to further update, expansion, revision and

amendment. It does not purport to contain all the information that recipients may require. No obligation is

accepted to provide recipients with access to any additional information or to correct any inaccuracies

which may become apparent. Recipients should conduct their own investigation and analyze the

information contained in this Teaser and are also advised to seek their own professional advice on the

legal, financial, taxation and other consequences of investing in the HMK REIT.

The Issuing Houses and any of their associated/subsidiary companies or employees are under no obligation

to accept any liabilities that may arise from the use of any part of this Teaser.

The views expressed in this teaser have not been influenced by any third party or induced by any incentive

from any quarters.

HMK REIT ASSET COMPOSITION

RESIDENTIAL 1, IKOYI

RESIDENTIAL 3, GRA IKEJA

RESIDENTIAL 2, GRA IKEJA

COMMERVIAL 2, GRA IKEJA COMMERCIAL 3, OPEBI ALLEN IKEJA

COMMERCIAL 1, GRA IKEJA

STRUCTURE OF THE REIT

STRUCTURE OF THE REIT

STRUCTURE DIAGRAM

Unit Holders

HMK REIT

Management Services

Management Fees

Trustee Fees

Acts on behalf of Unit Holders

Trustees

Cash Custodian

Real Estate Assets

Custodian services

Bank

ENHANCEMENT OF THE REIT

REIT INCOME INVESTMENT HIGHLIGHT

REIT income shall be multi-faceted and shall be

competitive as obtainable for residential and

commercial properties in Nigeria. The identified REIT

assets all command optimal tenancy level with good

tenancy (corporate) profile. Additionally the REIT will

also invest in other Real estate assets and money

market instruments that offer competitive returns to

ensure liquidity. Combinations of these ascertainunrivalled returns to investors in the HMK Equity REIT.

A cross-section of the enhancements include:

Insurance of REIT Assets:

The assets of the REIT highlighted in the Prospectus shall be insured against losses. The insurance classes with regard to

the assets include fire policy, public liability insurance and Business Interruption risk due to damage by flood, fire and

windstorm which would lead to loss of income for the period during which the property is undergoing repairs.

Guarantee of the REIT income:

In the event that there is a shortfall in occupancy below 60%, the guarantor will pay 16.40% of the rental income to the REIT investors.

A Market Maker will be appointed by the NSE to

facilitate the liquidity of the REIT. The Market Maker

will ensure continuous trading of the REIT on the floor

of The NSE by ensuring steady supply or purchase to

investors. This provides comfort to investors of theliquidity of the units.

HMK REIT INVESTMENT OVERVIEW

INVESTMENT HIGHLIGHT

A’ grade investment properties. Properties strategically located in the heart of Ikeja

GRA and Ikoyi, Lagos. 100% Committed Occupancy with high quality

tenants.

HMK KEY STATISTICS

REITS Value N13, 390m

Real Estate Properties N9, 450m

Other Assets:

(Including liquid assets) N3, 550m

Forecast Year FY Sept 2015:

Net Property Income N915m

Net income Yield (Yr 1) 8.51%

Distribution Yield (Yr 1) 7.65%

5 years Average Growth in Yield 10.56%

8.519.25

10.38

11.62

13.02

SEPT 2015 SEPT 2016 SEPT 2017 SEPT 2018 SEPT 2019

Projected Earnings yield on HMK REITS (%)

Yield on HMK REITS (%)

13,11113,232

13,369

13,524

13,700

SEPT 2015 SEPT 2016 SEPT 2017 SEPT 2018 SEPT 2019

Projected HMK REIT Net Asset Growth (N'm)

HMK REIT INVESTMENT OVERVIEW

PROFIT FORECAST: Year ending 31st September 2015 2016 2017 2018 2019

Opening Net Asset Value

N’m

13,000

N’m

13,111

N’m

13,232

N’m

13,369

N’m

13,524

Total Income 1,479 1,586 1,756 1,936 2,147

Total Expenses 372 374 381 382 387

Net Asset Value at year end 13,111 13,232 13,369 13,524 13,700

Earning Yield (%) 8.51 9.25 10.38 11.62 13.02

Distribution Yield (%) 7.65 8.32 9.35 10.47 11.71

INVESTMENT RATIONALE IN HMK REIT

OCCUPANCY GUARANTEE

INVESTMENT OPPORTUNITY IN

THE NIGERIAN REAL ESTATE

INDUSTRY

LIQUIDITY WITH MARKET MAKERS

ATTRACTIVE RETURN ON INVESTMENT

EXPERIENCED AND CREDIBLE

ASSET MANAGERS TRUSTEE COMPANY

PORTFOLIO DIVERSIFICATION

Attractive Return on InvestmentWith the boom in the Nigerian real estate sector which presently

commands premium rent in select areas like those of the HMK REIT. Stable

and regular distribution of at least 90% of the net income accruing from

diversified portfolio of real estate and real estate related assets across

residential and commercial properties and money market instruments

Investment Opportunity in the Nigerian Real Estate Industry

This projects presents a viable means of participation in the gains

present in the Nigerian real estate industry which has over the years

proven to be a very lucrative means of investment for both long and

short term objectives of investors.

Experienced and Credible Asset Managers and Trustee Company

The REIT will be managed by professionals with great care, top skill,

prudence and diligence. Rent from the Commercial properties

which allows the Fund Manager concentrate on the management

of the REIT.

Occupancy Guarantee

Existing long term leases with tenants. Diverse corporate tenant

profile with staggered rental renewal periods which prevents mass

vacancy at any one period.

Liquidity with Market Maker

A Primary Market Maker will be appointed by The Nigerian Stock

Exchange to ensure liquidity of the units by facilitating continuous

trading of the REIT on The NSE

Portfolio Diversification

Investing in the REIT allows for diversification of your investment

portfolio thereby reducing risks.

ASSET VALUATION AND TRANSFER

VALUES TO THE REITASSET VALUATION AND TRANSFER VALUES TO THE REIT

PROPERTY Noof Units

Age(Years)

Net LettableArea (sq.m)

Open Market Value

N(million)A

Transfer Value to the REITN (million)

ProjectedOccupancy Rate(%)

Year ofValuation

Arizona Court,(GRA) Ikeja 12 2 5,949.26 1,420 800 100 2013Arkansas Court,(GRA) Ikeja 14 2 5,946.54 1,500 800 100 2013IKOYI 12 10 3,598.83 2,200 1,800 100 2014

PROPERTY No of Rooms Age(years)

Net LettableArea

Valuation in N(million)

A

Transfer Value to the REITN(million)

ProjectedOccupancyRate (%)

Year ofValuation

Commercial 1Opebi Allen, Ikeja 112 3 2,610.83 5,200 4,200 60 2013Commercial 2(GRA) Ikeja 35 1 2,200 1,385 1,000 100 2014Commercial 3 2floor office

and a bungalow 1.8 3,750 1,000 850 100 2014

RESIDENTIAL

COMMERCIALL

INVESTMENT OUTLET

ASSET TYPE %Real Estate and Real Estate Related Assets 90

Money Market Instruments 10

OVERVIEW OF THE OFFER

INDICATIVE TERM SHEET

THE OFFER 2,600,000,000 units at N5.15 at par in the HMK REIT

METHOD OF OFFER Offer for subscription

OFFER PRICE N5.15 per unit

MINIMUM SUBSCRIPTION 10,000 units and multiples of 2,000 thereafter

OFFER SIZE N13,390,000,000 (Thirteen Billion Three Hundred and Ninety Million Naira Only)

PAYMENT TERMS In full on application

UTILIZATION OF OFFER

PROCEEDS

The proceeds of the REIT will be applied as consideration for the purchase of the

initial assets of the REIT from the Sponsor and the third party agents while the

balance will be utilized in investment in other real estate, real estate related assets

and money market instruments.

OPENING DATE xx, 2014

CLOSING DATE xx, 2014

STATUS The units qualify as securities in which Pension Fund Assets can be invested under

the Pension Reform Act, 2004 and securities in which Trustees may invest under the

Trustees Investments Act, Cap T22, Laws of the Federation of Nigeria, 2004.

DISTRIBUTION A minimum of 90% of the income earned in any financial year will be distributed

to unit holders every financial year

RATING The N13.3b Haldane McCall Real Estate Investment Trust is assigned a ‘BBB’ rating

by Global Credit Rating Company Limited.

OVERVIEW OF THE OFFER

PARTIES TO THE OFFER

FUND MANAGER: FSDH Asset Management Ltd

FINANCIAL ADVISER / LEAD ISSUING HOUSE: Goldbanc Management Associates Limited

CO-ISSUING HOUSES: BGL Capital Ltd

Capital Bancorp Plc

Greenwich Trust Ltd

LeadCapital Plc

Planet Capital Ltd

TRUSTEE TO THE TRUST: SKYE Trustees Ltd

CUSTODIAN: UBA Plc (Global Investors Services Division)

SOLICITORS TO THE TRUSTEE: Austen–Peters & Co

SOLICITOR TO THE OFFER: Detail Commercial Solicitors

REPORTING ACCOUNTANTS:

STOCKBROKERS:

Akintola Williams Deloitte

Afrinvest Securities Ltd

Capital Assets Ltd

GTI Securities Ltd

ICMG Securities Ltd

Resort Securities Ltd

WHY INVEST IN HMK REIT

WHY INVEST IN REITS?

While gradual reduction in interest rates in

Nigeria is foreseeable and will inevitably lower

bond yields , REITs remain a consistently

growing security

REITs offer steady and consistent returns

because the underlying assets are real estate

assets which appreciate over time.

Inflation and interest rates do not normally

impact negatively on REIT assets instead

hedges inflations.

REITs offer mandatory dividend distribution of

at least 90% of annual net income

REITs offer opportunity for Investment portfolio

diversification which reduces risk

Double taxation is avoided in REITs as REITs

are pass-through vehicles

REIT’s are listed on The Nigerian Stock

Exchange (NSE) and trade like stocks.

WHY INVEST IN HMK REITS?

Access to first class properties in prime areas at discounted

prices.

Rent from the Commercial properties which allows the Fund

Manager concentrate on the management of the REIT.

Diverse corporate tenant profile with staggered rental renewal

periods which prevents mass vacancy at any one period.

Existing long term leases with tenants.

A Primary Market Maker will be appointed by The Nigerian

Stock Exchange to ensure liquidity of the units by facilitating

continuous trading of the REIT on The NSE

Investing in the REIT allows for diversification of your investment

portfolio thereby reducing risks

Bank guarantee of part of the projected rental income

The REIT will be managed by professionals with great care, top

skill, prudence and diligence.

Access to the experience of professionals of diverse skills and

indepth knowledge in real estate investment and operations

that make up the Investment Committee.

Deposit of pre-executed agreements (Deed of Assignments,

Deed of declaration of Trust) with the Custodian by the Sponsor

prior to the offer.

The REIT is transparently structured and backed by reputable

organizations including FSDH Asset Management Company,

Skye Trustees, UBA Plc (Global Investor Services Division),

Leadway Assurance etc

Stable and regular distribution of at least 90% of the net income

accruing from diversified portfolio of real estate and real estate

related assets across residential and commercial properties and

money market instruments.

»Thank you