Rengen Investment Memorandum 2023

Page 1

Memorandum 2023
RENGEN Investment

The contents of this promotion have not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (“FSMA”). Reliance on this promotion for the purposes of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or assets invested.

This document is supplied to you by SIENA Group Limited (CRN: 13039940) (the “Company”) solely for your information and may not be reproduced or redistributed in whole or in part to any other person.

If you have not received this document directly from the Company, you are not authorised to have it and accordingly should return it immediately to John Hall at 92 Redcliff Street, Bristol, England, BS1 6LU.

The information contained in this document (including its appendices) is confidential. It is supplied to you solely for your own information to help you evaluate the Company and its business and is not to be used by you for any other purpose. This document may not be copied or further distributed to any person or published, in whole or in part, for any purpose. In accepting this document, you agree upon request to return it to the Company and to destroy any copies or any other document or information prepared from this document.

Your particular attention is drawn to the important legal notice contained in Appendix 1 to this document.

All future communications between you and the Company, written or oral, concerning a possible investment in the Company shall be deemed to be accompanied by the warning set out in the box at the top of this page and the legal notice contained in Appendix 1 as if they referred to the content of such future communications instead of such document.

CHAIRMAN’S ADDRESS

I am immensely proud of our fifteen years of trading with the development business across the South West and London. We have enjoyed year-on-year growth and during this time we have developed an exceptional skill base which has been deployed on a multi sector basis. Despite the recent economic knock backs of Covid, interest rate rises and global inflation, for us, the last three years has seen exponential growth in terms of both our development and trading operation. Our portfolio has grown and currently we have £250 million of assets under management and our aim is to double in size over a three-year period whist continuing to build our reputation and deployable skills.

We already have excellent lines of credit with many of the UK’s debt based funders/leading lenders and to support our forward position, we have strengthened our own internal team both from an operational perspective and from senior level strategic guidance viewpoint. We have also invested in office management, operational facilities and supporting infrastructure to both guide and deliver our program for growth.

Over our trading history our primary focus has been investment and trading assets. We have acquired inner city freehold sites in key strategic locations with excellent trading centres presenting excellent investment opportunities. Our forward strategy builds on this successful formula where we are looking to expand our trading portfolio whilst maintaining quality of delivery of similar lot sizes and multiple completions.

Our focus for trading covers student lets, co-living, build to rent, co-working, office and commercial use classes. We see these trading use class areas as key to our growth throughout the South West and London. Given the centres where we operate we will continue to acquire and deliver a mix of uses relevant to the local planning environment, which will allow us enhanced times to site delivery.

As part of our wider trading operation our delivery business continues to flourish. Our ability to integrate development and delivery under one trading operation provides distinct advantages with regards speed to market and scalability over our competitors in our key target destinations.

To achieve our projected growth in asset base it is important for us to attract and secure further strategic partner arrangements and subsequent investment into our plans. This builds on our experience with other joint venture relationships, which have enjoyed excellent returns on investments.

Finally, and importantly our expansion goes hand in hand with our commitment to sustainable development, reuse of brownfield sites, quality of life generated through our integral understanding of the planning process and the economic and social impact our developments deliver within our strategic target cities.

Our success, whilst primarily driven from an economic perspective, is also benchmarked against these overarching requirements and remains a fundamental principle of our board’s operating policy.

KEY HIGHLIGHTS

£250 million of assets and rising with year-on-year growth particularly over the Covid and recent economic downturn

Proven track record with 15 years of trading & continuous investment in our team.

Seeking strategic joint venture partners

Commitment to sustainable development and inner city regeneration.

Speed and scalability advantages over competitors

Student, co-living, build to rent, coworking, office and commercial opportunities

WHAT WE DO

Rengen was set up at the end of 2007 and established itself through difficult trading conditions. It has successfully built and disposed of two trading asset portfolios with a combined value of £50M. The current Rengen asset base totals £250M GDV of contracted sites, which are funded by a variety of sources.

As a SME developer, we have a robust balance sheet, which underpins our development programme. We have significant lines of credit, together with numerous joint venture partnerships. When combined, this provides a formidable funding resource, which allows us to quickly scale our commercial viability.

“The London Co-living market is worth £5.35 billion per year. Big cities will continue to attract young populations from home and abroad. Those people will need an affordable place to live.”

- Source Co living Group

STUDENT COMMERCIAL MIXED-USE

We have specialised boutique PBSA accommodation throughout the Southwest. In 2023 we are expanding into London and Bournemouth.

We have extensive knowledge of the commercial use class having developed across a range of product covering large format office to small scale retail.

With extensive experience in developing mixed-use projects, Rengen have undertaken complex schemes including office and commercial.

Build to Rent is rapidly growing sector in the UK. Our lettings and Management team manage Build to Rent schemes across the South West and London.

Buildings designed to connect in a shared apartment blocks, with private living and shared social spaces to work and connect.

Building communities to co-work, host meetings, events, and to relax with clients or colleagues. Creating a homefrom home environment, where you can work, interact, build relationships but in a flexible and informal way.

BUILD TO RENT CO LIVING CO WORKING

OUR HISTORY

Building valuable niche portfolios since 2007.

We currently have £250 million of assets and with an outstanding track record in achieving consistently strong returns for our joint venture investors, we have successful marketed and sold a number portfolios since 2007 and have further investment opportunities for interested parties for 2023/24.

WHERE WE OPERATE

Developing Student, co-living, build to rent, co working, office and commercial opportunities.

We primarily operate in the South West of England across Bath, Bristol, and Worcester as well as central London. However we have extensive experience in building property across the UK.

BIRMINGHAM WORCESTER LONDON BRISTOL BATH

JOINT VENTURE EXPERIENCE

We have acquired inner city freehold sites in key strategic locations with excellent trading centres presenting attractive investment opportunities.

We are particularly proud of our experience of delivering value through the development process by way of Joint Venture arrangements with landowners and other key stakeholders. The following projects demonstrate our Joint Venture / Development Agreement experience.

Further project specific detail is set out in the following pages together with testimonies from the key joint venture partners, all of whom are happy to provide formal references. We will also suggest site visits to completed developments for reference and to feed into this joint venture structure.

Full time students in Bristol based on historic trends are projected to rise by over 21% during the next 5 years, with full time postgraduate students projected to have the most significant growth of 50%, predominantly driven by international postgraduate students.

Source: Knight Frank Demand assessment & market analysis

“As Chairman of the Widcombe Social Club, my priority has been to ensure the longevity of the Club and ability to successfully trade. Through Rengen’s efforts we have a facility to be proud of, which has ensured the future success of the Club.”

- Sir Peter Hendy, CBE

CASE STUDY

Widcome Wharf | Bath

Comprising the regeneration of an important existing site in the centre of Widcombe Village. We worked closely with the Widcombe Social Club to demolish their outdated premises, and provide a replacement modern club facility on disused land towards the rear of the site, a Co-op convenience store, and 40 en-suite student bedrooms.

The nature of the site was such that we believed a sensitive approach and our mix of proposed uses would be well received by the Local authority and the local community.

We have briefly set out below some further examples of Rengen completed Bath projects that we consider are relevant to the Widcome site, where a collaborative approach between the landowner and local interest groups was successful in gaining planning permission and, crucially, resulting in a successful development for all key stakeholders:

CASE STUDY

The Exchange | Bath

Comprising the regeneration of the former Bath Labour Exchange. The historic bomb-damaged facade was retained to form the ground floor of a new building, with three additional floors built above faced in Bath stone.

The development was a successful joint venture with B&NES, who retained the ground floor commercial accommodation (subsequently let to Nisbets) in addition to an agreed land value. The upper floors provide a total of 78 student cluster rooms and were sold to Empiric Student Property PLC in 2016.

“The Rengen team worked tirelessly to create a landmark building for the City of Bath in the face of such a complex site. The resulting scheme not only retains the heritage value of the site but adds significant character. As Leader of the Council I was delighted with the joint venture approach and the commercial return for the City. ”

“Rengen came to our rescue, and in constructing this building has provided a new headquarters, which is going to guarantee the future of the sea cadets here in Bath”
-
Vice-Admiral
Sir Edwin John Horlick, KBE

CASE STUDY

The Seabrook | Bath

This site is located in a high value residential area in close Proximity to Great Pulteney Street in the centre of Bath.

Comprising the demolition of the Bath Sea Cadets training facility, and comprehensive redevelopment to include a new building with replacement accommodation for the Sea Cadets on the ground floor (approx. 3,000 sq ft), and residential student studio accommodation above.

CASE STUDY

Paintworks IV | Bristol

Paintworks is now widely acknowledged as one of Bristol’s most successful and vibrant mixed-use cultural neighbourhoods.

This Bristol icon has become one of the most desirable areas of the city in which to live, thanks to its waterside location and close proximity to Bristol Temple Meads station and Bristol city centre.

The final phase of this development will provide a total of 92 apartments and around 19,000 sq ft of commercial space, with a shop, restaurant and café. The development will also include car parking, secure cycle storage, public open space and landscaping works.

“Iestyn Lewis and the Rengen team worked tirelessly over an extended period to finalise the joint venture agreement. I was hugely impressed with their tenacity, honesty and determination to conclude the agreement.”

-
Ashley Nicholson, Verve
Properties

EQUITY INVESTMENT

Residential led mixed use to cover student, coliving, build to rent.

Commercial value to be >10% of overall GDV.

Construction cost overrun guarantee to be provided.

from £500,000 to £3,000,000

TYPICAL TERM

Up to 3 years

RETURN ON GDV

Min criteria 20%

EQUITY RETURN

Up to 50% net profit of the project

INTEREST ON EQUITY

Interest payable on equity invested

THE TEAM

John is latest addition to the Rengen team, spearheading our investor relations programme and building the groups business network. He is a former international rugby player for Bath and England, current President of Bath Rugby and a renowned and well-respected business leader.

After his retirement from a distinguished playing career, John spent five years in various coaching and managements roles including Director of Rugby with Bath and Garryowen before forming his own highly successful international sports consultancy PGIR specialised in Sports Analysis and Data Management working with clients from many of the world’s leading sports organisations including the Rugby Football Union, Lawn Tennis Association, The Football Association and FIFA.

John successfully exited PGIR in 2016 and more recently has been working as a management consultant helping companies develop their growth strategies, purpose and strategic business relationships.

John would be delighted to meet with you and discuss any current and future investment opportunities.

Iestyn studied at Bath and Cambridge before becoming a Chartered civil engineer and was awarded the James Rennie medal by The Institution of Civil Engineers in 2006.

He has broad experience in a variety of sectors including fund monitoring, risk management, residential, student, hotel, office, retail, infrastructure, health and mineral mining. With both a development and consultancy background, he has worked with numerous delivery formats including new build, refurbishment, and covering listed buildings and national monuments.

Starting the business in 2007, Iestyn has overseen the expansion across several different sectors and on a national basis. He has overall responsibility for the strategic direction of the business and leads his own assembled senior management team to deal with the development of the company.

With over 30 years’ experience in the financial and property sectors, Peter is Managing Director of Rengen. Formerly a high ranking civil servant, he then moved into the private sector specialising in property development, funding and delivery.

Prior to joining the Rengen team, Peter spent 15 years as managing director of one of the largest family office development funds in the UK, Atlantic Property Development PLC the development vehicle for the well respected Thomas family. Together with significant property interests, Peter Thomas CBE, is also the Life President of Cardiff Rugby.

Peter runs the day-to-day operations for the Rengen team covering all aspects of delivery from inception to completion.

INVESTMENT DISCLAIMER

APPENDIX 1: IMPORTANT LEGAL NOTICE

No offer of shares. This document does not constitute, or form part of, nor is it intended to communicate, any offer, invitation or inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any share or loan capital or partnership interest, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract for any such sale, issue, purchase or subscription. If any such offer or invitation is made it shall be in the form of a separate and legally binding subscription or investment or partnership agreement.

Loss of Investment. Reliance on this document for the purpose of engaging in any investment activity may expose you to a significant risk of losing all of the property invested and/or of incurring additional liability. If you are in any doubt about the investment to which the communication relates you should consult an authorised person specialising in advising on investments of the kind in question.

Who may read this document. This document is directed only at and being sent to persons in the United Kingdom who fall into one or more of the following categories:

• investment professionals within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”) who have professional experience of investing in shares of the kind described in this document;

• certified high net worth individuals within article 48(2) of the Financial Promotion Order;

• high net worth companies, unincorporated associations etc within article 49 of the Financial Promotion Order;

• certified sophisticated investors within article 50(1) of the Financial Promotion Order;

• self-certified sophisticated investors within article 50A(1) of the Financial Promotion Order;

• associations of high net worth or sophisticated investors within article 51 of the Financial Promotion Order.

Further information on each of these categories is set out at the end of this appendix. If you do not fall into one of the above you may not rely on this document and you should not invest in any share capital in the Company. It is therefore a condition of your receiving this document that you fall within the relevant category of investor described above. If you are in any doubt as to whether you fall within any of the relevant categories of investor described above you should consult the Financial Promotion Order or a person authorised by the Financial Services Authority or appropriate legal adviser for guidance.

cont.

Categories of permitted recipient.

You are an investment professional if you are:

• an authorised person;

• an exempt person whose exemption covers investing in shares of the kind described in this document;

• a person whose ordinary business activities involve investing in shares of the kind described in this document;

• a governmental body, local authority or international organisation; or

• a director, officer or employee of any of the foregoing having responsibility for investing in shares of the kind described in this document.

If you are an investment professional, this document is only directed at you if you have professional experience in matters relating to the investments described in this document and that any investment or investment activity to which this document relates is available only to persons who have such professional experience. If you do not have such professional experience, you should not rely on this document.

You will be a certified high net worth individual if you have signed within the last 12 months a statement in the form (including the type in bold) provided to you prior to receiving this document under the heading “Statement for Certified High Net Worth Individual”.

You are a high net worth company, unincorporated association etc if:

• you are a body corporate or a body corporate in the same group as an undertaking with called up share capital or net assets of at least £500,000 and either you or your holding company has 20 shareholders, or you are a director, officer or employee of such a body corporate with responsibility for dealing with its investments;

• you are a body corporate or a body corporate in the same group as an undertaking with called up share capital or net assets of at least £5 million, or a director, officer or employee of such a body corporate with responsibility for dealing with its investments;

• you are an unincorporated association or partnership with net assets of at least £5 million, or a director, officer or employee of such an unincorporated association or partnership with responsibility for dealing with its investments; or

• you are a trustee of a trust with investment and cash assets of at least £10 million (or were at least £10 million during the year immediately preceding the date of this communication), or a director, officer or employee of such a trust with responsibility for dealing with its investments.

You will be a certified sophisticated investor if:

• you have a certificate signed by an authorised person within the last 3 years stating that you are sufficiently knowledgeable to understand the risks associated with shares of the kind described in this document; and

• you have signed within the last 12 months a statement in specified terms stating that you are a “certified sophisticated investor” who may receive promotions which are exempt from the financial promotion restriction in FSMA and which therefore have not been approved by an authorised person and do not benefit from the protections such approval would give and that you are aware you may seek specialist advice from an authorised person.

You will be a self-certified sophisticated investor if you are an individual and you have signed within the last 12 months a statement in the form (including the type in bold) provided to you prior to receiving this document under the heading “Statement for Self-Certified Sophisticated Investor”.

You will be an association of high net worth or sophisticated investors if you are an association the membership of which comprises wholly or predominantly persons who are certified high net worth individuals, high net worth persons or certified sophisticated investors.

Information not independently verified

Whilst all reasonable care has been taken to ensure that the facts stated in this document are accurate and that the forecasts, opinions and expectations contained in this document are fair and reasonable, the information contained in this document has not been independently verified and accordingly no representation or warranty, express or implied, is made as to the accuracy, fairness or completeness of the information or opinions contained in this document and no reliance should be placed on the accuracy, fairness or completeness of the information contained in this document. Neither the Company nor its directors accept any liability or responsibility for any loss however arising, directly or indirectly, from any use of this document or its contents.

Forward-looking statements

Any opinions, forecasts or estimates in this document constitute a judgment as at the date of this document. All statements other than statements of historical facts included in this document, including (without limitation) those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations or statements relating to expectation in relation to dividends, returns or any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”, “aims”, “intends”, “plans”, “will”, “may”, “anticipates”, “would”, “could” or similar expression or their negative, are forward-looking statements. Those forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance, achievement or dividends paid by the Company to be materially different from any future results, performance or achievements or dividend payments expressed or implied by such forward-looking statements. Those forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as of the date of this document.

The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this document or to reflect any change in the Company’s expectations with regard to these, any new information or any change in events, or any conditions or circumstances on which any such statements are based. There can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates. The information in this document is subject to change without notice and its accuracy is not guaranteed. The information in this document is subject to updating, revision, verification and amendment. Such information may be incomplete or condensed and it may not contain all material information concerning the Company.

CONTACT Investment Memorandum 2023 Rengen Developments | 89-95 Redcliff Street | Bristol | BS1 6LU RENGEN HOUSE 4 ARGYLE STREET BATH BA2 4BA INFO@RENGENDEVELOPMENTS.COM

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