intuTransitional Services Arrangements

26 June 2020

Disclaimer

This presentation contains forward looking statements, including opinions, estimates and projections regarding the financial position, business strategy, plans and objectives of management and future operations of intuproperties plc and its affiliates (together, the "Group"). Such forward looking statements involve known and unknown risks,uncertainties and other factors that could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward looking statements contained in or referred to as part of this presentation. All forward looking statements included in this presentation speak only as of the date of this presentation and are based on assumptions which may or may not prove to be correct.

No representation or warranty, express or implied, is made with respect to the completeness, correctness, reasonableness or accuracy of this presentation (including anyopinions). This presentation is subject to change without notice, it may be incomplete or condensed and it may not contain all material information concerning the Group and its affiliates. The Group does not undertake any duty or obligation to update or revise this presentation or any forward-looking statement within it, whether as a result of new information, future events or otherwise. Any liability, including in respect of direct, indirect or consequential loss or damage, of the Group or any of its connected persons relating to this presentation is expressly excluded.

TSA terms and cash flow assumptions

Nine central entities are placed into Administration and contracts are agreed to provide for funded transition ofPropCos within six months

  • 1.Key terms and principles- continuation of services provided on an "as is" basis with full cost recovery for central entities and no or minimal credit risk taken by those central companies in Administration

  • 2.Tenor-TSA duration will be for six months, but with an option to cancel the TSA within 60 days notice as long as this does not result in cancellation in the first three months

  • 3.Payment - services must be paid for in advance with two months up front funding provided to the administrator on day one, to be topped up on a rolling monthly basis two months in advance before unwinding at the end of the TSA period. The same profile will be applied to the allocation of central recharges, as well as a contingency requested by the Administrator to cover day one costs

  • 4.Intercompany positions-Administration will seek to recover pre-appointment opex and capex intercompany receivables on day one

  • 5.Migration-PropCos own migration arrangements

  • 6.Liability-Administration companies only liable for wilful default, up to a cap of charges paid. PropCos indemnify Administration companies for anythird party claim

TSA cash flows

TSA cash flows - Q3'20

SGS

Trafford

Metro-centre

Deben-ture

Merry Hill

Other Propcos

Beginning cash

4.4

6.6

8.8

1.4

3.1

12.4

Cash NRI

10.7

9.8

4.4

2.7

4.1

3.1

FY20 deferred VAT

-

-

-

-

-

-

S/C income

4.7

2.3

1.3

1.6

1.4

1.4

S/C expense

(12.0)

(5.2)

(4.4)

(4.8)

(4.7)

(5.1)

Management fee

(3.3)

(2.9)

(0.5)

(0.6)

(1.1)

(0.6)

Professional fees

(8.7)

(8.0)

(2.3)

(3.2)

(2.4)

(3.1)

Cash centre CapEx

(4.1)

(1.7)

(0.5)

(0.3)

(4.3)

(1.5)

Interest

(25.5)

(10.5)

-

-

(3.1)

(3.1)

Amortisation

-

(7.3)

-

-

-

-

Additional payables

(7.1)

(3.1)

(2.4)

(1.8)

(3.5)

(3.7)

Contingency payments

(2.1)

(1.8)

(0.8)

(0.4)

(0.7)

(0.8)

Other recharges

(0.5)

(0.4)

(0.2)

(0.1)

(0.2)

(0.2)

Others

-

(0.2)

-

-

-

1.5

Net cash flow

(47.9)

(29.0)

(5.3)

(6.9)

(14.3)

(12.0)

Closing cash

(43.4)

(22.5)

3.5

(5.5)

(11.2)

0.3

Minimum cash

(43.4)

(24.4)

1.1

(7.1)

(11.8)

n/a

Timing

Sep-20

Aug-20

Aug-20

Aug-20

Aug-20

n/a

TSA cash flows - Q4'20

SGS

Trafford

Metro-centre

Deben-ture

Merry Hill

Other Propcos

Beginning cash

(43.4)

(22.5)

3.5

(5.5)

(11.2)

0.3

Cash NRI

17.3

13.4

5.7

2.7

5.6

6.7

FY20 deferred VAT

-

-

-

-

-

-

S/C income

3.1

1.5

0.9

1.1

0.8

1.1

S/C expense

(6.0)

(2.5)

(2.1)

(2.4)

(1.8)

(2.8)

Management fee

(1.7)

(1.5)

(0.3)

(0.3)

(0.6)

(0.4)

Professional fees

-

-

-

-

-

(0.1)

Cash centre CapEx

(0.4)

(1.1)

(0.7)

(0.3)

(4.3)

(1.6)

Interest

(1.5)

(10.4)

(10.0)

(8.1)

(3.1)

(3.1)

Amortisation

-

(7.3)

-

(3.3)

-

-

Additional payables

-

-

-

-

-

-

Contingency payments

(0.4)

(0.4)

(0.2)

(0.1)

(0.1)

(0.2)

Other recharges

(0.2)

(0.1)

(0.1)

(0.0)

(0.1)

(0.1)

Others

-

0.2

-

-

-

0.4

Net cash flow

10.3

(8.3)

(6.7)

(10.8)

(3.5)

0.0

Closing cash

(33.2)

(30.7)

(3.2)

(16.3)

(14.7)

0.4

Minimum cash

(42.6)

(38.3)

(3.2)

(16.3)

(15.2)

n/a

Timing

Oct-20

Cash levers

Within the structures there are a number of cash levers which could be used to address funding shortfalls during the TSA.

Estimated release date for the restricted cash balances at silos with public debt instruments outlined below:

Oct-20

Dec-20

  • •SGS:Lender Reserve Account - £13.1m (Jul-20), Debt Service Account - £11.0m (Aug-20), Restricted sales proceeds - £2.2m (Aug-20)

    Dec-20

    Nov-20

  • •Trafford:Junior cash trap - £0.8m (Jul-20), VAT reserved amounts - £6.5m (Jul-20), £0.5m relating to surrenders and loan deposits. There are additional funding arrangements being agreed which will not require Noteholder consent

  • •Debenture:Restricted cash - £15m (Jul-20)

In addition agreements for the deferral of debt service, additional funding sources or payment plans agreed with the Administrator may also be available / under discussion to address funding shortfalls

Notes

1 - Other Propcos includes Derby, Milton Keynes, Uxbridge, Chapelfield, Barton Square

2-S/C expense includes any acceleration and additional S/C contingency requested by the Administrators on day 1

n/a

3 - Management fee also includes any acceleration as requested by the Administrators on day 1 4 . The forecast does not reflect any subsequent true up of the up front payments made to the Administrators(i.e. to the actual costsexpected to be incurred during the TSA period)

5 - Additional payables relates to the unwind of day 1 intercompany opex, capex, management fee arrears and other items

6- The peak funding need isbased on month end positions only and does not reflect any intra-month requirements

TSA assumptions

  • •Lockdown gradually phased out, centres opening from June but social distancing persists

  • •Customer disruption persists, customer failures and stressed business models

  • •Most new lettings rolled out to 2021

  • •Occupancy stress reflected financially in the collections and bad debt assumptionsCollections:

similar)

•

•

Q2 50%; Q3 50%; Q4 75% (paying to trade Christmas) with shift to monthly Material reductions in income from turnover rent, mall income and car park income

  • •Existing debt service maintained

  • •Capex removed other than committed

  • •Opening cash before release of lender controlled accounts

  • •Interco unwind relates to recovery of pre-appointment intercompany payables on day 1

  • •Two months up front funding of expenses on day 1

  • •Additional recharges relating to individual asset proportion of groupwide contingencyand additional centralrunning cost recharge

  • •Other entities, including

    Broadmarsh, St David's,

    Cribbs Causeway, Arndale and Xanadu donot enter into TSAs

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Intu Properties plc published this content on 26 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2020 21:58:07 UTC