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Transcript of 2013 Final Results Investor Presentation - Champion REIT Final Presentation.pdf · 2013 Final...
1
2013 Final Results Investor Presentation
version 2.1
2Gross RevenueGross Revenue
Gross Revenue increased 5.8% to $2,179 mil
Office demand in Central (Citibank Plaza) was weak in 2013, though
higher levels of activity in 2014
Demand for Langham Place Office remains solid
Average Rental Rates at Langham Place Mall increased 25.6%
At the REIT Level1
Langham Place OfficeB
Revenue -0.3% to $1,202 mil
Passing Rent down marginally
Occupancy stable
Acquired 4 Floors in Jul 13, now
complete control of property
Citibank PlazaA
Revenue +9.5% to $289 mil $1,200
$1,400
Gross Revenue (by Property)
LP Retail LP Office Citibank Plaza
Langham Place MallC
Revenue +9.5% to $289 mil
Higher Passing Rent
Almost fully occupied
Revenue +16.8% to $688 mil
Higher Passing and Turnover Rent
Mall remained fully occupied
55%
13%
32%
676 638
594 536
570 584 597 609 600 602
135134
135133 126 128 129 135 138 151
220 231230
249254
278 285304 320
368
$0
$200
$400
$600
$800
$1,000
$1,200
1H 09 2H 09 1H 10 2H 10 1H 11 2H 11 1H 12 2H 12 1H 13 2H 13
in H
K$
(m
illi
on
s)
LP Retail LP Office Citibank Plaza
3Net Property IncomeNet Property Income
Operating Expenses +9.7% to $431 mil
Building Mgt Expenses increased by $25.7mil,
higher wage costs across all properties in line with the market
Repairs and Maintenance increased by $8.3 mil,
from renovation of newly acquired Citibank Plaza floors
Leasing Commissions increased by $7.9mil,
larger amount of space rolling over at Langham Place
Net Property Income +4.9% to $1748 mil
At the REIT Level1
Langham Place OfficeB
NPI -1.1% to $990m
Expenses +$6.5m(3.2%) to $212m
Building Mgt Expenses up $11.1m
Repairs and Maintenance up $7.1m
Promotion Expenses down $5.5m
Citibank PlazaA
NPI +7.6% to $232 m
19.8%
80.2%
Langham Place MallC
NPI +7.6% to $232 m
Expenses +$8.7m(17.9%) to $57 m
Building Mgt Expenses up $3.6m
Rental Commissions up $3.3m
NPI +16.9% to $526 mil
Expenses +$23.0m(16.5%) to $162m
Building Mgt Expenses up $10.9m
Rental Commissions up $6.8 m
877833
780729
765 797830 836 858 889
155 171179
188186
192 181213 200
231
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
1H 09 2H 09 1H 10 2H 10 1H 11 2H 11 1H 12 2H 12 1H 13 2H 13
in H
K$
(m
illi
on
s)
Gross Revenue (with expenses)
Operating Expenses Net Property Income
4
$200
Cash Interest Expenses increased $108 mil, from
$143 mil to $251 mil
low coupon convertible bond was rolled over into a
10 year Medium Term Note
new $1.9bn bank loan to fund acquisition of 4
Citibank Plaza floors
In 2014, Interest Expenses expected to rise with the
refinancing of $7bn Citibank Plaza loan
Interest1
Cash Tax decreased $61 mil, from $175 mil to
$114 mil
CB interest costs from past 5 years became tax
deductable for Langham Place when the CB was
retired
Effective tax rate expected to return to ‘normal’
by 2H 2014.
Taxes 2
Interest and TaxesInterest and Taxes
20%
15
3 14
3
13
8
14
1
12
5
75
79
65
11
7
13
4
$0
$40
$80
$120
$160
1H 09 2H 09 1H 10 2H 10 1H 11 2H 11 1H 12 2H 12 1H 13 2H 13
in H
K$
(mill
ion
s)
Cash Interest Expenses
0.2
%
7.2
%
12
.0%
11
.7%
14
.2%
16
.7%
9.5
%
0%
4%
8%
12%
16%
2007 2008 2009 2010 2011 2012 2013
Effective Tax Rate
5DistributionsDistributions
+$17.5 m (1.4%) to $1,271 mil
NPI increased $82m
Tax decreased $61m
Cash Finance Costs increased $108m
Manager’s Fees in units down from 60% to 50%
-$20m impact
Distributable Income1 Distributions 2
Distribution Amount +1.3% to $1,201 mil
Payout ratio is 94.5% (2012: 94.6%)
Distribution Per Unit +0.6% to HK$0.2102
Based on unit price of $3.37, equivalent to
a yield of 6.24%
approximate free cashflow the actual amount paid out
+$143m
-$128m
$2,000
Distribution Amount Distributable Income
$0.30
Distribution per Unit
1,0
84
1,1
70
1,2
54
1,2
71
-57 -66 -68-70
1,0
67
1,1
11
1,1
86
1,2
01
-$400
$0
$400
$800
$1,200
$1,600
2010 2011 2012 2013
in H
K$
(m
illi
on
s)
Distribution Amount Distributable Income
Retention
Distribution Amount
0.2
16
2
0.2
24
1
0.2
08
9
0.2
10
2
$0.00
$0.05
$0.10
$0.15
$0.20
$0.25
2010 2011 2012 2013
Distribution per Unit
6
Capitalization Rates left unchanged in 2013: Citibank Plaza at 3.3%, Langham Place at 4.0%
Capitalization Rates 1
Property Valuation Property Valuation
7
Langham
Office,
$7,381m
Langham
Retail,
$16,228m
Property Valuation Property Valuation
26%12%
$26,656 per sq. ft. GFA
Implied Rent is $164.32 per sq. ft.
(Dec 2012: $145.75)$10,501 per sq. ft. GFA
Implied Rent is $35.00 per sq. ft.
(Dec 2012: $34.07)
Property Value as of Dec 2013
increased $3.2 billion to $61.5 billion
Citibank Plaza
increased 4.0%, from the addition of 4
acquired floors.
Langham Place Office Tower
increased 2.7% from slightly higher
rent rate assumptions
Assessed Valuation 1
Langham Place Mall
Langham Place Office
Citibank Plaza,
$37,900m
$23,312 per sq. ft. GFA
Implied Rent is $82.67 per sq. ft.
(Dec 2012 $83.35)
Total PortfolioValue
$61.5bn*
62%NAV per unit increased 1.8% to $7.94
per unit from 2012
At unit price @$3.37 the discount to
NAV is 58%
Net Asset Value per Unit 2
Langham Place Mall
increased 11.3% from higher rent rate
assumptions
Citibank Plaza
* Valuation by
Savills Valuation and Professional Services
8
2013 Total Borrowings increased from
HK$12.2bn to HK$14.7bn:
+$585 mil because of the redemption
premium of CBs that matured
+$1,900 mil from the acquisition of 4
floors at Citibank Plaza
Langham Place Mall is presently
unpledged
Total Borrowings1
Debt InformationDebt Information
14,899 14,879 14,87914,059
12,219
14,704
11.6x
7.0x
0x
4x
8x
12x
16x
0
5,000
10,000
15,000
20,000
2008 2009 2010 2011 2012 2013
HK
$ (
mill
ion
s)
Debt Levels Total Borrowings (L) Interest Coverage (R)
Interest cover remains comfortable at
7x
Debt to Equity ratio remains low at
32.4%
Debt to Assets (Gearing) ratio is also
low at 23.4%, well within REIT Code
maximum of 45%
Debt Ratios 2
Interest cover is calculated using NPI as the numerator. Where
annualization is required, 2x the relevant 1H 13 figure is used.
62.5%
54.4%
44.9%
36.3%
27.6%32.4%
36.0%32.2%
28.4%25.0%
20.4%23.4%
0%
20%
40%
60%
80%
100%
2008 2009 2010 2011 2012 2013
Leverage Ratios Debt / Equity Debt / Assets
2008 2009 2010 2011 2012 2013
9
$6,000
$8,000
Debt MaturityBank Loans MTN
Average interest rate at 1.99% (@Hibor = 0.38%)
Over 2013, average maturity increased from 1.07
to 3.11 years
HK$7 billion syndicated bank loan due in May
Total Blended Borrowings 1
Debt Information Debt Information
Refinancing in 2014 2
All Citibank Plaza loans due in 2014/15 to be
refinanced into new 3 and 5 year bank loans.
Positive response from banks: Interest spread for
new banks loans at around Hibor + 120-140bp
Overall average floating interest spread will edge up
marginally
$6,000
$8,000
Post Refinancing Bank Loans MTN Pending
70
00
50
0
22
00
19
00
31
04
$0
$2,000
$4,000
$6,000
20
14
20
15
20
16
20
17
20
18
20
19
20
20
20
21
20
22
20
23
HK
$ m
illi
on
s
$11.6 bn with interest rate of Hibor + 1.14%.
$300mil undrawn revolving facility
$3.1bn with fixed
coupon of 3.75%
79%
Secured / Floating
21%
Unsecured / Fixed
22
00
19
00
31
04
$0
$2,000
$4,000
$6,000
20
14
20
15
20
16
20
17
20
18
20
19
20
20
20
21
20
22
20
23
HK
$ m
illi
on
s
10
CITIBANK PLAZACITIBANK PLAZA
11
1.2
1.4
1.6
NE
T F
LOO
R A
RE
A (
mil
lio
n s
q f
t)
HONG KONG CENTRAL GRADE A OFFICE SUPPLY (1986 - 2016)
Central Grade ‘A’ Office Supply Central Grade ‘A’ Office Supply
Historical average supply about 500,000 sq. ft. p.a.
Virtually 0 Grade A supply in Central; no new land supply
In longer term, 2 possible sites: 300,000(net) sq. ft. where
GPO is and 180,000(net) sq. ft. opposite Government HQ
Virtually No Supply1
40,000 sq. ft. from the Forum in 2014 - already
pre-leased to Standard Chartered
95,000 sq. ft. from Shanghai Commercial Bank
redevelopment in 2015 – owner occupied
Buildings in the Pipe Line 2
0.0
0.2
0.4
0.6
0.8
1.0
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
NE
T F
LOO
R A
RE
A (
mil
lio
n s
q f
t)
ICC in W Kowloon
Shanghai C
omm
Bank B
ldg
The F
orum
20 year Average
430,000 sq. ft.
12
Overall outlook for G3 is positive this year
Winding down of US liquidity boosting measures
may dampen positive sentiment
Citibank Plaza remains priced competitively with
face rents at $80-85 per sq. ft.
Passing rent has been maintained at between $84-
$86 since June 2010.
Rents Rates1
Citibank Plaza Citibank Plaza
Occupancy in terms of absolute floor area was
maintained in 2013 under challenging environment.
Occupancy based on pre-acquisition* total floor area is
89.2%, vs 89.1% a year ago.
Occupancy based on post-acquisition* total floor area is
85.3%.
Occupancy 2
* acquisition of 4 vacant floors in July
120%
Occupancy at Citibank Plaza Total Using Pre-acquisition Floor Area
$120
Passing Office Rents at Citibank Plaza
97
.9%
94
.9%
87
.2%
83
.5%
81
.5%
88
.6%
90
.4%
88
.7%
89
.1%
88
.4%
85
.3%
89.2%
0%
20%
40%
60%
80%
100%
De
c 08
Jun
09
De
c 09
Jun
10
De
c 10
Jun
11
De
c 11
Jun
12
De
c 12
Jun
13
De
c 13
Total Using Pre-acquisition Floor Area
87
.46
90
.49
90
.07
84
.81
84
.67
84
.33
85
.15
86
.10
85
.12
85
.26
84
.60
$0
$20
$40
$60
$80
$100
De
c-08
Jun
-09
De
c-09
Jun
-10
De
c-10
Jun
-11
De
c-11
Jun
-12
De
c-12
Jun
-13
De
c-13
Effe
ctiv
e R
en
t p
er
sq.
ft.
(Le
tta
ble
)
13
40%
50%
Citibank Plaza Expiries (Dec 2013)Vacant Leases Expiring Rent ReviewRetail
3%
Vacant15%
Citibank Plaza Citibank Plaza
Of the 37.8% of floor area expiring in 2014,
renewals have been secured for 17.5%
- including ICBC for 6 years
New tenants for 2014 have been secured for
3.9% of floor area but have yet to move in
Citibank rent review completed
BoAML will be vacating in 4Q
Lease Maturities 2 Tenant Mix 1
Banking decreased* by 3% after departure of HSBC
last year
Space occupied by Legal and Others increased* to
offset the reduction in Banking
New tenants moving in soon include: Compass Offices,
Kontiki Capital, Donglin, EMFI, Hammer Capital
14.7%
37.8%
10.5%
27.4%
6.7%
6.7%
1.8%
0%
10%
20%
30%
40%
Vacant 2014 2015 2016 2017
Pe
rce
nta
ge
of
Flo
or
Are
a
Banking46%
Inst.Funds
8%
Hedge Funds4%
Securities3%
Legal5%
Others15%
3%
Tenant Profile
Dec 2013
* change in % ignore the dilution effect of 4 vacant floors added
ICBC
(12%)
BoAML
(14%)
14
LANGHAM PLACE LANGHAM PLACE
15
5.0
6.0
7.0
8.0
NE
T F
LOO
R A
RE
A (
mill
ion
sq
ft)
HONG KONG SAR GRADE A OFFICE SUPPLY (1986 - 2016)
Central + ICC Rest of HKSAR
HKSARHKSAR--wide Grade ‘A’ Office Supply wide Grade ‘A’ Office Supply
2014 SupplyA
850k sq. ft. - 3 projects in Kowloon E
350k sq. ft. - 2 projects in Island S
180k sq. ft. - project in Kowloon W
2016 SupplyC
350k sq. ft. - 2 projects in Shatin
240k sq. ft. - project in Kowloon E
240k sq. ft. - project in Island E
600k sq. ft. - Somerset House in Island E
180k sq. ft. - Sunning Plaza in CWB
Undergoing DemolitionD
2015 SupplyB
2.5m sq. ft. - 5 projects in Kowloon E
250k sq. ft - Octagon in Tsuen Wan
120k sq. ft. - Observatory Rd in TST
0.0
1.0
2.0
3.0
4.0
5.0
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
NE
T F
LOO
R A
RE
A (
mill
ion
sq
ft)
Last 20 years Annual Supply
2,200,000 sq. ft.
180k sq. ft. - Sunning Plaza in CWB
240k sq. ft. - Asia House in CWB
16
Face rents improved to $38-45 per sq. ft.
Passing rent improved by $4.50 to $32.86 per sq. ft.
Rent Rates 1
LanghamLangham Place Office TowerPlace Office Tower
High occupancy levels were maintained even with
over 50% of the building expiring in 2013
Resilience of the non-financial sectors still
underpinning demand
Occupancy2
98
.3%
97
.9%
98
.5%
98
.3%
99
.4%
99
.6%
96
.8%
98
.0%
99
.2%
98
.8%
99
.0%
100%
120%
Occupancy at Langham Office
30
.42
32
.86
$30
$35
$40
Effe
ctiv
e R
en
t p
er
sq.
ft.
(GFA
)
Passing Office Rents at Langham Place
98
.3%
97
.9%
98
.5%
98
.3%
99
.4%
99
.6%
96
.8%
98
.0%
99
.2%
98
.8%
99
.0%
0%
20%
40%
60%
80%
De
c 08
Jun
09
De
c 09
Jun
10
De
c 10
Jun
11
De
c 11
Jun
12
De
c 12
Jun
13
De
c 13
26
.79
26
.77
26
.82
26
.98
26
.40
26
.93
27
.43
28
.09
28
.36
30
.42
32
.86
$0
$5
$10
$15
$20
$25
De
c-08
Jun
-09
De
c-09
Jun
-10
De
c-10
Jun
-11
De
c-11
Jun
-12
De
c-12
Jun
-13
De
c-13
Effe
ctiv
e R
en
t p
er
sq.
ft.
(GFA
)
17
Others4%
Vacant1%
Merchandizing &Trading decreased by 2% to 41%
Lifestyle increased by 3% to 27%
Newest Tenants include Compass Office and Perfect
Shape, as well as a 2 floor expansion by Neo Derm
Tenant Mix 1
LanghamLangham Place Office TowerPlace Office Tower
Lease Maturities2
Of the 33% of floor area expiring in 2014, renewals have
been secured for 8%. New tenants for 2014 have been
secured for 11% of floor area
There should continue to be positive rental reversion as
market rents are significantly above expiring rents
60%
80%Langham Place Office Expiries (Dec 2013)
Vacant Leases Expiring Rent Review
Merchandizing& Trading
41%
Professional & Sales Services
16%
Insurance10%
Lifestyle27% Tenant
ProfileDec 2013
1.0%
32.9%
13.6%
44.7%
0.4%
2.5%
0%
20%
40%
60%
Vacant 2014 2015 2016 2017
Pe
rce
nta
ge o
f Fl
oo
r A
rea
18the Langham Place Mall 2013 Scrap Book
19LanghamLangham Place MallPlace Mall
Increasing number of middle-class short-haul
shoppers from Southern China looking for cosmetics
and mid-priced fashion and accessories.
11.8% growth in Tenant Sales - less affected by
slowdown in the HK luxury sector.
Tenant Sales2
Health and Beauty increased from 6% to 10% after the
change from Seibu to Beauty Avenue, with a
corresponding reduction in Fashion. There are now
over 80 cosmetic brands at the Mall.
Other recent additions to the mall include Coach, V.
Westwood, CK Jeans, CK Watch, Cath Kidston and
Accessorize
Tenant Mix 1
Vacant0% $
1,0
53
$1,000
$1,200
Tenant Sales
Tenant Profile
Dec 2013
sales figures excluding Cinema
Fashion & Accessories
44%
Health & Beauty
10%
Entertainment16%
Food & Beverages
20%
Others10%
$5
90
$6
01
$6
99
$8
59
$9
56
$1
,05
3
$0
$200
$400
$600
$800
2008 2009 2010 2011 2012 2013
Mo
nth
ly A
vera
ge
(p
er
sq. f
t.)
20
14
4.2
6
$140
$160
Passing Retail Rents at Langham Place(exclusive of turnover rent)
LanghamLangham Place MallPlace Mall
Lease rollovers on 1/3 of the floor pushed
passing (base) rents up 25.6% from $114.89 to
$144.26 per sq. ft.
Passing Rent1
Growth in turnover rents slowed due to strong spike in base
rents and one month closure of Seibu/Beauty Avenue.
They increased 4.2%, from $23.66 a year ago to $25.87 per sq. ft.
Turnover Rent2
Composite Market Rent can be approximated as $144.26 + $25.87 = $170.13 per sq. ft.
$2
8.5
4
$30
$35
Turnover Rent
87
.93
87
.28
88
.61
89
.13
97
.48
98
.48
10
0.7
7
10
2.6
5
11
4.8
9
11
8.7
1
14
4.2
6
$0
$20
$40
$60
$80
$100
$120
De
c-08
Jun
-09
De
c-09
Jun
-10
De
c-10
Jun
-11
De
c-11
Jun
-12
De
c-12
Jun
-13
De
c-13
Effe
ctiv
e R
en
t p
er
sq.
ft.
(Le
tta
ble
)
$17.01 psf $23.66 psf $25.87 psf
$1
1.8
2
$2
2.1
9
$2
0.6
4
$2
6.6
4
$2
3.2
0
$2
8.5
4
$0
$5
$10
$15
$20
$25
1H 11 2H 11 1H 12 2H 12 1H 13 2H 13M
on
thly
Av
era
ge (p
er
sq.
ft)
21LanghamLangham Place MallPlace Mall
Full occupancy easily maintained
With heavy foot traffic and proven track record,
there are ample retailers competing for limited
spaces at the mall
Occupancy2
A further 36% of the space in the Mall will be
rolling over in 2014
This includes the cinema (14% by area) which
will be fetching a much higher rent.
Lease Maturities1
97
.7%
99
.7%
10
0.0
%
10
0.0
%
99
.2%
99
.9%
10
0.0
%
99
.9%
99
.9%
99
.9%
99
.9%
100%
120%
Occupancy at Langham Place Mall
0.7%40%
50%Langham Place Mall Expiries (Dec 2013)
Vacant Leases Expiring Rent Review
97
.7%
99
.7%
10
0.0
%
10
0.0
%
99
.2%
99
.9%
10
0.0
%
99
.9%
99
.9%
99
.9%
99
.9%
0%
20%
40%
60%
80%
De
c 08
Jun
09
De
c 09
Jun
10
De
c 10
Jun
11
De
c 11
Jun
12
De
c 12
Jun
13
De
c 13
0.0%
36.1%
24.0% 21.8%
6.5%
0.7%
4.7%
0%
10%
20%
30%
40%
Vacant 2014 2015 2016 2017
Pe
rce
nta
ge
of
Flo
or
Are
a
22ConclusionConclusion
There remains a large amount of space to be let and rental rates will be under pressure this year.
For 2014, impact from BoAML’s departure will be limited to 4Q.
Focus will be on rebuilding occupancy with competitive pricing.
Citibank Plaza1
Office Rents are firm, there should be positive rental reversion as 33% of the building undergoes
rollover.
Langham Place2
At the operational level, the strong performance of Langham Place should be able to offset any
potential weakness at Citibank Plaza in 2014.
Distributions however will be affected by higher Interest costs from $7billion loan refinancing and a
higher effective tax rate at Langham Place.
the REIT3
rollover.
Retail Rental Income should continue to increase as full impact of 2H 2013 leases is felt and a further
36% of the leases in the Mall by floor area building will be rolled over.
23
the END the END
24
This presentation may contain information which is proprietary, confidential and/or legally privileged and has been prepared by Eagle AssetManagement (CP) Limited, in its capacity as the manager (the “REIT Manager”) of Champion Real Estate Investment Trust (the “Trust”). Thispresentation is being communicated for information purposes only and its intended recipients are professional investors in Hong Kong (asdefined by Part 1 of Schedule 1 to the Securities and Futures Ordinance(Cap.571)) and professional investors outside of Hong Kong to whomit is lawful to communicate the presentation. Any other persons should not rely or act upon this presentation or any of its contents.
The information contained in this document, including any obtained from external data sources, has not been verified. The information andopinions in this presentation are subject to change without notice and the REIT Manager is under no obligation to update or keep current theinformation contained in this presentation. No representation or warranty, express or implied is made as to, and no reliance should be placedon, the fairness, accuracy, completeness or correctness of the information or opinions contained herein. It is not the intention to provide, andyou may not rely on this document as providing, a complete or comprehensive analysis of the Trust’s financial or operational position.Furthermore, this presentation should not be construed as legal, tax, investment, or other advice. None of the REIT Manager, the Trust, norany of their respective affiliates, advisors or representatives shall be held liable for any damages, losses or expenses of any kind, whetherdirect, indirect, special, consequential or incidental, arising out of or in connection with the presentation. In this regard, all warranties orrepresentations of any kind, whether expressed or implied by law, equity or statutes, are excluded to the extent permissible under theapplicable law. All liabilities whatsoever arising from or incidental to the document are hereby expressly disclaimed.
Important Notice
applicable law. All liabilities whatsoever arising from or incidental to the document are hereby expressly disclaimed.
Certain information and statements made in this presentation contain forward-looking statements. All forward-looking statements are based oncurrent expectation of future events and are subject to a number of factors that could cause actual results to differ materially from thosedescribed in the forward-looking statements. Caution should be taken with respect to such statements and you should not place unduereliance on any such forward-looking statements.
This document does not constitute a prospectus, notice, circular, brochure or advertisement offering to sell or inviting offers to acquire,purchase or subscription for any units (“Units”) or other securities of the Trust. The value of Units and the income from them, if any, may fall aswell as rise from time to time. Units are not obligations of, deposits in, or guaranteed by the REIT Manager, the Trust, nor any of theirrespective affiliates, advisors or representatives. An investment in Units or other securities of the Trust is subject to investment risks, includingthe possible loss of the principal amount invested. It is intended that holders of Units may only deal in their Units through trading on the StockExchange of Hong Kong and investors have no right to request the REIT Manager to redeem their Units. Listing status does not guarantee aliquid market for the Units.
All copyright, patent, intellectual and other property rights in information contained herein is owned by the REIT Manager or other third parties.No rights of any kind are licensed or assigned or shall otherwise pass to persons accessing such information. Without the expressed writtenpermission of the REIT Manager under no circumstances should information contained herein or any part of it be quoted, reproduced,redistributed or transmitted in any form, by any means, electronic or otherwise.