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Cromwell sells Polish Retail Fund

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Highlights

  • Cromwell sells the Cromwell Polish Retail Fund (CPRF) for €285million / $465 million to Star Capital Finance (SCF), in line with asset valuations announced at HY24 results.
  • The sale aligns with Cromwell’s strategy to simplify the Group by divesting of non-core investments.
  • The transaction contracted and settled concurrently in Europe on 15 May 2024.
  • Sale proceeds will initially be used to repay debt, reducing headline gearing to approximately 35%[1] (look through 42%1).

Cromwell Property Group (ASX:CMW) (Cromwell or the Group), today announces the sale of six retail centres across Poland, held by the Cromwell Polish Retail Fund for €285 million / $465 million, which is in line with asset valuations announced at HY24 results. The purchaser, SCF, is a diverse real estate investor based in Prague, Czechia.

This follows the sale of Cromwell’s 50% share of its joint venture retail asset in Ursynów, Poland, which completed on 29 February 2024, to joint venture partner Unibail Rodamco for €41.5 million / $69 million.

These transactions are a crucial step in the Group’s continued simplification through the sale of non-core assets to de-risk the business, reduce gearing and realign to Cromwell’s core fund and asset management capabilities.

Upon completion of the sale of CPRF, Cromwell will have completed $1.1 billion in asset sales since commencement of the Group’s asset sale programme in late 2021, positioning the Group to explore value accretive opportunities and continue its transition to a capital-light funds management model.

Following completion, the Group’s headline gearing reduces to approximately 35%1 (look through 42%1), well within the Groups target range of 30-40%. Cromwell estimates that the sale will have a proforma earnings impact of -3%[2] and there will be no impact to adjusted funds from operations (AFFO)2.

CEO Jonathan Callaghan commented, “The completion of this sale, and subsequent debt repayment, significantly simplifies our business, bringing us closer to our goal of being a capital-light fund manager. The simplification of the Group’s business model will allow us to focus on our core fund and asset management skills to drive long-term securityholder value from growth initiatives locally when market timing is conducive.”

[1] Proforma gearing after assets sold or currently contracted for sale.

[2] Based on FY24 proforma earnings / AFFO.

Half-Year Results For Period Ended 31 December 2023

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29/02/2024

Overview

  • Statutory loss of $271.4 million (HY23 $129.5 million loss), impacted by a $240.2 million decline in property valuations
  • Operating profit of $83.7 million (HY23 $87.1 million), equivalent to 3.2 cents per security, was marginally down as a result of asset sales
  • On a like-for-like basis, Net Operating Income of the Australian Investment Portfolio was up 1%
  • HY24 distributions of 1.58 cents per security, reflects a payout ratio on adjusted funds from operations (‘AFFO’) of 62.6%
  • Net Tangible Assets per security of $0.72 (FY23 $0.84), with gearing at 44.7% (FY23 42.6%)
  • Total assets under management of $11.4 billion (FY23 $11.5 billion)
  • Investment portfolio occupancy of 93.4%, with a WALE of 5.3 years
  • Leasing markets remain active, with key leasing initiatives keeping occupancy strong

Continued focus on debt reduction and delivering stable income returns.


Cromwell Property Group (ASX:CMW) (Cromwell)
, today announces its results for the half-year ending 31 December 2023.

Persistent pressure on valuations both locally and in Europe was the major contributor to the statutory performance of the business and the decline in net tangible assets. In the six months to 31 December 2023, there were unrealised fair value reductions of $195.7 million (-7.5%) across the Australian Investment Portfolio and $44.5 million (-8.1%) for the Cromwell Polish Retail Fund (CPRF) Sale Portfolio1.

Cromwell commenced its asset sale programme in late 2021, prior to the expansion of capitalisation rates. Since then, we have completed or contracted over $584 million of asset sales, largely at or above book value, with a further $528 million anticipated to complete by June 2024, totalling $1.1 billion.

At the commencement of Cromwell’s asset sale programme, gearing was outside target range at 41.8%. The $584 million of completed or contracted assets sales has mitigated the impact of market valuation declines, however gearing still sits outside target range at 44.7%. On completion of the sale of CPRF, gearing is expected to return to within target range at 34.1%.

Dr Gary Weiss, Cromwell Chair, commented: “The current operating environment continues to be challenging with higher interest rates impacting the real estate sector. We remain focused on strengthening our balance sheet through prudent capital management and lowering our net debt position.

Despite the challenges, we continue to drive positive like-for-like net operating income growth and maintain solid occupancy rates across Cromwell’s Australian Investment Portfolio. In Europe, the funds management business contributed to earnings growth through mandate investments, notwithstanding restrained transaction volumes.”

The Australian Investment Portfolio

Like-for-like net operating income in the Australian Investment Portfolio was up 1%, reinforcing the ongoing income stability of the portfolio through the current market cycle. Operating earnings were down 3.2% on the prior corresponding period to $78.0 million, driven by asset sales, which was partially offset by an uplift in rental income.

Occupancy and weighted average lease expiry remained healthy at 93.4% and 5.3 years respectively. This high-quality portfolio offers attractive sustainability credentials and strong tenant relationships, which resulted in continued leasing success with approximately 12,000 sqm leased over the period.

While the trend towards flexible working arrangements has presented a challenge for landlords of office property, the market shows signs of stabilising, with evidence of stronger leasing demand from small to medium-sized occupiers, who made up the bulk of the new leases signed throughout the period.

Fund and Asset Management

Third party assets under management were $8.3 billion made up of $5.9 billion assets under management in Europe and $2.4 billion in Australia and New Zealand.

In Europe, earnings were up 36.2% on HY2023 due to higher leasing fees and positive foreign exchange impacts. Cromwell remains an active buyer, with new mandates from institutional capital partners for logistics assets, while the Cromwell European REIT (CEREIT) continues its pivot to owning majority logistics assets, leveraging continued tenant demand for this asset class.

Locally, Australian and New Zealand fund management activities slowed somewhat, with more limited inflows and valuation declines impacting Cromwell’s fund management fees.

Co-investments

The Cromwell Direct Property Fund has been impacted by 8.4% valuation headwinds, with Cromwell’s 4.2% position in the fund valued at $13.6 million. Distributions for the period remained consistent at $0.5 million.

The share of operating profit from Cromwell’s 27.8% holding in CEREIT was marginally up at $20.3 million. Over the 6 months, the value of CEREIT’s portfolio was down marginally to €2.3 billion
(-1.5%). Income grew 4.1% over the prior corresponding period on a like-for-like basis and leasing renewals drove a 5.7% increase in total portfolio rent reversion.

The Cromwell Italy Urban Logistics Fund continues to provide stable returns from the sole tenant, DHL, returning a $1.0 million share of earnings for the half-year, following the completion of a 50% sale to a joint venture partner.

CPRF portfolio income was up 31.3%, underpinned by higher rental income and positive foreign exchange movements over the six months. The sale of the CPRF Sale Portfolio2 is ongoing with a letter of intent signed and the purchaser having made a binding commitment to complete the deal on agreed terms subject to finance and no material adverse changes, backed by a material deposit. Cromwell anticipates completion on agreed terms in fourth quarter of financial year ended 30 June 2024.

Outlook

Commenting on the outlook Jonathan Callaghan, Cromwell Chief Executive Officer, said: “The remainder of the financial year will focus on business simplification and completing the current stage of our asset sale programme, including the sale of CPRF.

“We remain committed to preserving and growing securityholder value over time. Our core priority is to have a strong balance sheet by continuing to reduce debt to alleviate gearing pressures, along with ensuring we can continue to deliver stable income from our investments.

“As the market starts to recover, we anticipate being in a position to explore value accretive opportunities to provide longer term growth for our securityholders,” he said.

To view the HY24 Results Presentation, click here.

1 Represents CPRF assets for sale, excluding Ursynów.
2 Represents Cromwell Polish Retail Fund assets for sale, excluding Ursynów.

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February 14, 2024

Cromwell’s European Market Monitor – Q1 2024

Market Monitor gives our views on the latest data and trends from the financial markets and their impact on commercial real estate. The latest one covers ECB rates, credit standards and rate decline indicators.

View the full report here.

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Cromwell releases full scope 3 inventory, sets short and long-term emission reduction targets

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22/01/2024

Real estate investor and fund manager Cromwell Property Group (ASX:CMW) has today released for the first time its full scope 3 emissions inventory, becoming one of the few Australian commercial property organisations to publish its emissions footprint across 100% of its global network and supply chain.

The inventory release covers all Cromwell scope 3 emissions across upstream and downstream activities, covering its entire supply chain of tenant activities; funds under management; joint ventures; and embodied carbon sources. It goes further than general sector reporting practices, where disclosure is often limited to scope 3 emissions where a company possesses operational control.

Alongside the disclosure of its scope 3 emissions inventory, Cromwell has today also released new short and long-term emission reduction targets which will help underpin future decarbonisation efforts.

This includes a net zero target across Cromwell’s entire portfolio for scope 1, 2, and 3 emissions by 2045, which includes tenant emissions and embodied carbon. In addition, Cromwell has also set a short-term target of a 42% reduction in scope 1, 2 and 3 emissions by 2030, along with a net zero target for new developments by 2030 and 2035 for all assets under Cromwell’s operational control.

Group Head of ESG, Lara Young, said: “Developing a full scope 3 inventory provides us with an accurate and meaningful picture of all emissions across our supply chain for the first time. It enables us to make more informed investment decisions on decarbonisation activities, working with our partners.

“Specifically, we have now shifted our focus to asset-level decarbonisation. In the last year, we have started to undertake assessments at specific sites to identify emissions sources and create bespoke plans to reduce these emissions, which we will do working in partnership with our service providers. We’ll continue this process going forward.”

Case studies

Cromwell has recorded positive progress across its current decarbonisation and emissions reduction activities, with scope 1 and 2 emissions reducing by 44% since FY22 and a 19% reduction across scope 1, 2, and 3 emissions since FY22. Examples of initiatives include:

  • The large-scale electrification upgrade of the 24-storey McKell Building, converting the existing commercial gas-fired heating system to an electric heat recovery reverse cycle heating, ventilation, and air conditioning (HVAC) system. This was a first of its size for the Sydney CBD and will achieve a 5% reduction in total building electricity consumption.
  • Cromwell’s solar programme which now includes 502kw of solar installation in Australia, which has reduced annual emissions by 538tCO2e, or up to 52% at each site. Cromwell is planning an additional five solar projects in Australia and three in Europe in FY24 to further reduce emissions.
  • Investing in sustainable technology and materials, including the refurbishment of CEREIT Nervesa 21 in Italy, where innovative and low-carbon glass was used instead of standard glass, which helped to record a significant reduction in the building’s embodied emissions.

ESG Report

The information above has been released today as part of Cromwell’s FY23 ESG Report. The full report can be found here.
In summary, the ESG Report highlights Cromwell’s long-term targets which include:

  • Achieve net zero operational emissions (scope 1 & 2) by 2035.
  • Achieve net zero operational emissions for the entire portfolio (scopes 1, 2, & 3) including tenant and embodied carbon by 2045.
  • Significantly reduce our gender pay gap year on year.
  • Achieve 40:40:20 workplace gender diversity at all levels.
  • Integrate ESG into risk registers and business strategy, including objectives and key results.

“Cromwell recognises the challenges that the property industry faces; however, we also recognise the opportunity to deliver tangible positive impacts. The Group has a global in-house ESG team and dedicated Australian and European teams that support all Cromwell activities,” said Ms. Young.

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Michelle Dance announced as new Cromwell CFO

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12/12/2023

Real estate investor and fund manager, Cromwell Property Group (ASX:CMW) (Cromwell), has announced its current Fund Manager and Executive Team member, Michelle Dance, will be promoted to the role of Chief Financial Officer (CFO) from Monday, 1 January 2024.

The appointment follows a comprehensive search process, which included a strong field of external and internal candidates.

Ms. Dance brings more than three decades of corporate experience to the role, having held high-profile positions at some of Australia’s largest real estate and financial institutions.

Commenting on the appointment, Cromwell Chief Executive Officer Jonathan Callaghan said: “We are delighted to welcome Michelle into the role of Cromwell CFO from January. She is an established professional within our business who has an impressive financial and real estate background. Michelle’s well-honed treasury skill set, and long history of successfully managing significant debt portfolios through several market cycles, will be crucial in helping us meet our strategic objectives.”

Ms Dance added: “I look forward to using my experience to drive Cromwell’s financial strategy and performance to become a capital light fund manager. I’m grateful for the opportunity to progress my career further with Cromwell; a company that welcomes new perspectives and open discussion. Using our shared values as a foundation, I will work with my colleagues to continue to build strength in the Group’s balance sheet to drive the business forward.”

Michelle will be supported by seasoned financial professional Andrew Pallas, who will be promoted to Deputy Chief Financial Officer from 1 January 2024.

Her previous roles have included Treasurer for AMP Capital Investor’s Listed Property division; Group Executive, Corporate Finance and Strategy at Investa Property Group; Head of Capital at Leighton Properties; Executive Director of Institutional Real Estate for the Commonwealth Bank of Australia. Prior to joining Cromwell as Fund Manager for Cromwell’s Australian office portfolio in March 2022, Ms. Dance was Fund Manager for the Dexus Office Partnership, a A$5.3billion joint venture between Dexus and the Canadian Pension Plan Investment Board.

Michelle holds a Master of Commerce, majoring in Economics and Finance, has been a regular lecturer in Real Estate Finance at the University of Technology Sydney, and is currently Chair of the Board of the Sydney Skin Hospital.

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Annual results for Financial Year ended 30 June 2023

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07/12/2023

Real estate investor and fund manager Cromwell Property Group (ASX:CMW) (Cromwell or Group) today announced the reorganisation of its European operations to be more aligned with its investors’ strategies, and to improve efficiency in the current challenging market environment.

The reorganisation involves the creation of a regional structure comprising two European regions, which will be headed by Pontus Flemme Gärdsell for Northern Europe, and by Michael Bohde for Southern Europe, both reporting directly to Andy Creighton, Head of Investment Management, Europe. These two regions will replace the former structure, where each country had its own country head.

Pontus will be responsible for managing Cromwell’s investment and asset management activities in the Nordics, the Netherlands, the UK and CEE while Michael will be responsible for managing Germany, France and Italy.

Commenting on the changes, Pertti Vanhanen, Managing Director, Europe at Cromwell Property Group, said: “By streamlining our European business, we will be able to provide a greater focus on the countries our investors are showing most interest in. It will also enable us to improve operational efficiencies in the current challenging macro-economic environment, providing our clients with more integrated cross-border investment and asset management services”.

In the past 18 months, Cromwell has been active across Europe and the UK servicing longstanding mandates with clients such as CEREIT, the Singapore-listed REIT, as well as several new international mandates and marketing new strategies to investors.

Vanhanen, added: “Since the onset of higher interest rates, the market has changed significantly as investors and managers adjust strategies to cope with the higher cost of finance and structural changes impacting the sector. Foremost among these are how we improve the sustainability and carbon footprint of real estate assets and how we reposition buildings in sectors like offices where behaviours have changed”.

Cromwell has made significant progress in these areas, implementing a sustainable finance framework to support the transition to more sustainable borrowing across its portfolio and is currently premarketing a value-add office repositioning strategy in the UK.

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November 7, 2023

Cromwell’s European Market Monitor – Q4 2023

Market Monitor gives our views on the latest data and trends from the financial markets and their impact on commercial real estate. The latest one covers ECB rates, credit standards and rate decline indicators.

View the full report here.

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September 14, 2023

Industrial: Still delivering the goods

Colin Mackay, Research & Investment Strategy Manager, Cromwell Property Group


Industrial has been Australian real estate’s star performer for a decade, notching up an annualised 10-year return of 14.2%1. While the rate of new supply has increased, the availability of space has been unable to match pace with surging demand. Australia has become the lowest vacancy industrial market in the world2, contributing to record rental growth of almost 25% in the year to March 20233. The sector’s strong momentum continues, and the outlook is bright, as several long-term tailwinds drive demand.

 

E-commerce

The shift in retail activity from physical stores to digital channels drives demand for industrial space in several ways:

  • warehouse space is needed to store inventory which would have otherwise sat in a store;
  • e-commerce tends to offer a wider range of products, rather than the curated selection that a specific retail store might be limited to, necessitating more storage space; and
  • goods purchased online have higher rates of return, and space is needed to handle the reverse logistics.

Increased storage and space needs mean pure-play e-commerce requires three times the distribution space of traditional retail4. Customer preferences are primarily driving the shift to online, particularly as demographic change sees ‘digital natives’ become the dominant consumer segment. As scale and investment lead to greater efficiencies and profitability, the shift may gain another momentum boost.

E-commerce in Australia is following a similar trajectory to Great Britain – it is on track to hit a market share of 20% of all retail sales by 2030 despite growth slowing from pandemic peaks. With 70,000sqm of logistics space needed for every incremental $1 billion of online sales5, e-commerce alone could generate industrial space demand of almost 600,000sqm p.a. over the next seven years6.

Supply chain resilience

As explained in last year’s Supply Chain Adaptation paper, one of the most immediate and lasting impacts of the pandemic has been supply chain disruption, with erratic swings in demand exacerbated by congested ports and border restrictions. The pendulum is now swinging from the prevailing ‘Just-In-Time’ supply chain philosophy, where goods are shipped on demand and arrive just before they are needed, back towards a ‘Just-In-Case’ approach. Under this approach, higher volumes of inventory and production are stored and undertaken locally, where it can be better guaranteed.

Supply chain experts estimate the majority of Australian occupiers are currently holding approximately 30% more inventory compared to pre-pandemic levels7. While this degree of buffer will likely decrease as supply chain disruptions ease, a full return to previous inventory levels is unlikely, meaning more warehouse space will be needed on an ongoing basis for storage.

Online-share-article

 

Infrastructure

Infrastructure development is a key priority in Australia as we contend with ongoing urbanisation and densification, along with surging population growth. Across the 2022-23 Budgets, $255 billion in government expenditure was allocated to infrastructure for the four years to 2025-26, an increase of $7 billion or 2.7% compared to 2021-229. In dollar terms, NSW has the highest allocation to infrastructure ($88 billion), while QLD saw the largest increase on the previous year ($5.7 billion). The three East Coast states of NSW, Victoria, and QLD account for 83% of the committed infrastructure funding.

Budget-infrastructure

Infrastructure investment stimulates demand for industrial real estate in a couple of ways. As new infrastructure is built, congestion and connectivity improve, lowering transport and operating costs and allowing more efficient movement of people and goods. This helps businesses to grow and increases the supportable population base. More activity and more people, mean more demand for industrial space to power the ‘engine room’ of a bigger economy. The more direct source of infrastructure-related industrial demand occurs during a project’s construction phase, as space is needed to manufacture, assemble, and store materials and components.

Customer proximity

The time it takes to reach the customer is of critical importance in modern supply chains. Customers increasingly expect products to arrive faster, more flexibly, at the time promised, and with lower delivery costs. While not a driver of aggregate space demand, the focus on customer proximity does contribute to stronger rental growth for well-located properties.

Transport accounts for 45-70% of logistics operator costs compared to 3-6% for rent10. This low proportion of cost means well-located industrial assets with good transport access and proximity to customers have long runways for rental growth, as occupiers prioritise lower (cheaper) transport times – an up to 8% increase in rent can be justified if a location reduces transport costs by just 1%.

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But what about supply risk?

While the demand drivers for industrial are clear, the supply-side response is just as important in determining asset performance. In previous cycles, downturns have arisen from excess speculative development creating too much stock and dampening rental growth. But there are several reasons why the sector is insulated from a supply bubble this time around. Firstly, labour and materials shortages are making it challenging to physically build new assets, even though development is commercially attractive. Secondly, there is a lack of appropriately zoned, serviced land available for development. While land is becoming available farther out from metropolitan centres (e.g. Western Sydney Aerotropolis), this land is not appropriate for many occupiers or uses which require closer proximity to customers. It will also take time for this land to become development-ready, due to planning, infrastructure (e.g. road widening), and utility servicing (e.g. water connection) delays. Finally, the sector has matured and become more ‘institutional’ over the current cycle, with a shift in ownership from private capital to large, sophisticated owners and managers. Institutional owners take a more cautious approach to development, contingent on higher levels of tenant pre-commitment, reducing the risk of a speculative supply bubble. These factors will make it difficult for supply to keep pace with – let alone surpass – demand.

 

Demand story remains intact

Industrial has been the “hot” sector in recent years, and it’s reasonable to question whether it’s been squeezed of all its juice. The pandemic provided a boost to many of industrial’s demand drivers (e.g. e-commerce) and introduced new ones (e.g. supply chain resilience). While these tailwinds have abated somewhat from their pandemic highs, they continue to contribute to a positive demand outlook. Arguably more importantly, the supply response remains constrained by shortages (e.g. labour/materials/land) and delays (e.g. planning), and it will take several years for the sector to return to a more normal supply-demand balance. As a result, Cromwell expects healthy rental growth to be a key driver of industrial returns, and for the sector to remain attractive despite expansionary pressure on cap rates.

Footnotes

1. The Property Council-MSCI Australian All Property Digest, June 2023 (MSCI)
2. Australia’s Industrial and Logistics Vacancy 2H22, December 2022 (CBRE Research)
3. Logistics & Industrial Market Overview – Q1 2023, May 2023 (JLL Research)
4. What Do Recent E-commerce Trends Mean for Industrial Real Estate?, Mar-22 (Cushman & Wakefield Research)
5. Australia’s E-Commerce Trend and Trajectory, September 2022 (CBRE Research)
6. Projection based on historical 15-year retail sales growth of 4.0% p.a. (Cromwell, Jun-23)
7. Is ‘Just-in-Time’ a relic of a time gone by in Australia?, March 2023 (JLL)
8. Global Reshoring & Footprint Strategy, February 2022 (BCI Global)
9. Australian Infrastructure Budget Monitor 2022-23, November 2022 (Infrastructure Partnerships Australia)
10. 2022 Global Seaport Review, December 2022 (CBRE Supply Chain Consulting)

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August 18, 2023

Cromwell’s European Market Monitor – Q3 2023

Market Monitor gives our views on the latest data and trends from the financial markets and their impact on commercial real estate. The latest one covers tightening credit standards, bank liquidity and green financing.

View the full report here.

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August 18, 2023

ESG and Investment Strategy: a virtuous relationship

Environmental, social and governance (ESG) is a high priority for real estate investors, but there is no agreed industry position on what ESG means in practice for investment strategy. In Cromwell’s latest analysis, Tom Duncan and the team review the ESG landscape and provide strategy-related advice on macro-sector allocations through asset selection and management to occupier profile.

View the full report here.

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