#1edendale EDENDALE PROPERTIES PLC GHS50,000,000 NOTE PROGRAMME SUMMARY INFO❘ October, 2015#2Important Notice edendale THIS PRESENTATION CONTAINS A SUMMARY OF IMPORTANT INFORMATION ABOUT EDENDALE PROPERTIES PLC. PROSPECTIVE INVESTORS SHOULD CAREFULLY READ THE PROGRAMME MEMORANDUM FROM WHICH THIS SUMMARY WAS EXTRACTED AS WELL AS CONSULT THEIR PROFESSIONAL INVESTMENT ADVISERS AND DEALERS ABOUT THE SOUNDNESS OF THIS INVESTMENT BEFORE MAKING AN INVESTMENT IN THIS PROGRAMME. Edendale Properties Plc (the "Issuer", "Edendale", or the "Company"), a public company with limited liability and incorporated under the laws of Ghana, has established this Note Programme (the "Programme") to an aggregate amount of GHS 50,000,000. Pursuant to the Note Programme, Edendale may, from time to time, issue notes ("Notes"). Notes issued under the Programme will be denominated in Ghana Cedis (GHS). The maximum aggregate outstanding principal amount of all Notes from time to time under the Programme will not exceed GHS 50,000,000. The final offer price, aggregate principal amount and interest, if any, payable in respect of the Notes, and all other terms and conditions not contained herein which are applicable to each Tranche and its Series, as defined under the terms and conditions (the "Terms and Conditions"), shall be set out in an Applicable Pricing Supplement. The Programme Information Memorandum ("Programme Memorandum") has been reviewed and approved by the Securities and Exchange Commission (SEC). In its review, the SEC examined the contents of this Programme Memorandum to ensure that adequate disclosures have been made. To ascertain the financial soundness or value of the Notes, prospective investors are advised to consult a dealer, investment adviser or other professional duly authorised for appropriate advice. The Ghana Alternative Market (GAX) of the Ghana Stock Exchange (GSE) has also given its approval for the listing of all the Notes issued under the Note Programme.#3Outline • Transaction Summary ● Real Estate Market in Ghana • Profile of Edendale Properties Plc . • Outlook: Strategies + Financial Performance ● Contact Info edendale#4edendale Transaction Summary#5Programme Summary Issuer Description Type of Notes Programme Size Indicative Tenor of Tranches Security Note Trustee Security Trustee Listing Edendale Properties Plc Listed Note Programme Secured Notes GHS50,000,000 3-5 years Property Portfolio (~US$33m) Fidelity Bank Ltd CAL Bank Ltd Ghana Alternative Market of the GSE edendale#6Highlights of Tranche E1 Tranche Value Security Name & Description Security Value (est.) Indicative Tenor Indicative Pricing Issue Date Maturity Date Interest Payment Frequency Use of Funds Listing GHS15,000,000 'Yaa Kobe Gardens', 6 Town Houses at East Cantonments, Accra GHS34 million (USD9 million) 3 Years GOG 182-day T-bills Rate + 300bps 12th November, 2015 12th November, 2018 Bi-annually Refinance and extend maturity profile of debt and meet working capital needs Ghana Alternative Market of the GSE edendale#7Offer Timetable:Tranche E1 Offer Opens Offer Closes Allotment & Confirmation 21 October, 2015 6 November, 2015 9 November, 2015 10 November, 2015 Settlement by Cheque Settlement by Funds Transfer 12 November, 2015 Listing on GAX 17 November, 2015 edendale#8edendale Real Estate Market in Ghana#9Real Estate Market in Ghana Demand verses Supply Need for housing: Estimated to be growing at over 17% per annum Supply of housing: Growing at an average rate of 4.4% per annum edendale#10Real Estate Market in Ghana Key Features Feature Description edendale Private Sector Driven Inadequate Access to Financing Rapidly Widening Housing Deficit High Demand in Urban Areas Complicated Land Ownership Process Over 80% of developments are initiated by the private sector. Due to the perceived risk of funds lock-uped in uncompleted projects as a result of construction funds dry-up or land ownership issues and litigations. Housing deficit estimated to be over 1.7 million housing units, projected to reach over 2 million units by 2018 if at least 190,000 housing units per year are not provided Demand for housing units in urban areas is high due to rapid rural-urban migration in search of better jobs and proximity to basic amenities and infrastructure. Challenges include multiple sale of title in a land to different buyers and delays in land registration process.#11Real Estate Market in Ghana High End Segment Key Characteristics Cost ranges from US$800 to US$ 1,200 per square metre, excluding the cost of land Facilities: sports and recreational areas, security, water storage and stand-by generators Rental rates: USD3,000 to USD6,000 per month Preferred locations: Prime locations with access to essential infrastructure and amenities. In Accra, prime locations include Ridge, Labone, Osu, Cantonments, Airport Properties are held or acquired for investment purposes or as primary residence Property developments for this market segment is mainly private sector-led Access to financing is usually not a problem as incomes of prospective buyers provide easy access to mortgage and other sources of financing if needed. They can usually afford to self-finance; Implication and Opportunities edendale The generally underdeveloped nature of basic infrastructure and amenities outside the urban areas (particularly capital cities) creates a huge demand for housing close to these necessary amenities and infrastructure. This has generally served to increase demand for housing in these areas for both expatriates and Ghanaians. Demand for units in prime locations is expected to keep increasing in the foreseeable future#12Real Estate Market in Ghana High End Segment: Cost of Units 3,500 Type Airport Cantonments (US$) (US$) Labone/ Osu (US$D) Ridge Average 3,000 (US$) Price (US$) 2 Bedroom 331,500 387,495 351,000 356,665 2,500 3 Bedroom 455,000 458,940 429,000 449,380 2,000 4 Bedroom 460,200 560,840 650,000 555,280 US$ 1,500 Penthouse 600,000 993,365 675,000 756,122 1,000 Townhouse 716,250 Average Cost 780,000 810,000 888,101 798,588 512,290 636,128 583,000 888,101 654,955 500 Cost Per Square Meter edendale 0 Airport Labone/Osu Ridge Cantonments Average#13Real Estate Market in Ghana Middle Income Key Characteristics of Segment This segment falls within the USD 50,000 to USD 180,000 housing cost bracket; Households are expected to grow by an average of 100,000 per year The need for and willingness to pay to gain reasonable access to good social amenities and infrastructure at reasonable costs Inadequate access to quality homes and attractive mortgage financing; More limited resources implies that housing units for this segment are located on the outskirts of prime locations Property usually held as primary residence Usually, semi-detached and detached units, apartment complexes of between two (2) to three (3) bedrooms; and Mainly private sector led and provided. Implication and Opportunities edendale Huge deficit and demand opportunity in this bracket and an opportunity to earn reasonable returns on capital if construction costs are controlled.#14Real Estate Market in Ghana Low Income Key Characteristics of Segment Falls below the US$50,000 housing cost bracket Low cost or affordable and locally sourced (if available) building materials are utilized to keep costs of units low Implication and Opportunities edendale Primarily government-led and supported by various initiatives to reduce costs and provide access to financing to facilitate ownership Most government initiatives are targeted at this segment Return on capital may be limited by rising costs and inability to pass on costs due to the income level of the target market. Primarily made of low cost storey apartments#15edendale Profile of the Issuer#16Profile of Endendale • Formally established in December 2013 as a real estate investment and holding company. • Commenced operations by consolidating existing property portfolios • Total assets valued at GHS135.4 million (US$33 million) as at March, 2015 • Property portfolio is made up of 14 town homes, 40 middle income apartments and mixed development under construction located in prime locations in Accra edendale • Owned mainly by institutional investors with experience in the real estate industry. • Management and directors are professionals with over 60 years combined experience in investment and real estate management.#17Profile of Edendale Vision "To provide high-end residential and office properties as an alternative asset class for institutional and high net worth individual investors." edendale#18Profile of Edendale Operational and Governance Structure Board of Directors of Edendale Chief Executive Officer Director - Property Development Director - Property Management Director Real Estate Financing edendale • Governed by a 6 member board of directors with extensive knowledge about real estate industry. Managed by seasoned professionals with extensive experience in real estate development and financing.#19Profile of Edendale Bios of Directors edendale Terence R. Darko (Chairman) Kwesi Amonoo-Neizer (Non-Executive Director) Nana K. Nketiah (Non-Executive) Suzy Puplampu (Executive) Maamle Totimeh (Executive) Sophia Aboagye (Executive) • +40 years' experience in management, leadership and governance. • Initiated and completed real estate projects in excess of US$30m. • +20 years' experience in investment banking and management. • Extensive experience with investment fund management and real estate market. • +10 years experience in investment banking and management. • Experience with investment management, real estate development and financing. +10 years experience in investment banking and management. Experience with investment management, real estate financing. • +10 Years experience in investment management. • Experience with investment management and real estate financing. • +8 years experience in investment banking. Experience with securities trading, investment banking, and real estate financing.#20Profile of Edendale Capital Structure Equity Capital @ GHS68 million Shareholder % Holding Mega African Capital Limited 34.93% Acorn Properties Limited 19.44% Gillian Adrianna Darko 8.54% Kalysta Yvette Darko 8.54% Terence Ronald Aye Darko 8.54% Danielle Maxine Darko 8.54% Hagion Properties Limited 6.97% Rehoboth Capital Limited 3.47% Others 1.01% Total 100% edendale Preference +Equity Capital @ GHS83 million 80% 20% Preference Shares Sharesholders Funds#21Profile of Edendale Property Portfolio Location Type & Number Est. Value % (USD'M) Cantonments 6 Town Homes 9.4 28.4% Airport 4 Town Homes 6.8 20.5% 2 Executive Airport 6.0 18.1% Houses *East Legon 8 Town Houses 4.0 12.1% Legonman 40 Apartments 3.3 10.0% Cantonments 2 Town Houses 2.6 7.9% **Ringway 14 Apartments 1.0 3.0% *Completion in December, 2015 ** Value of the Land edendale Diversification is a key strategy: No single property contributes in excess of 30% of the total value of Assets#22Historical Financial Performance Balance Sheet GHS '000 2014 Audited Q1 2015 Unaudited Cash Flow GHS '000 edendale 2014 Audited Q1 2015 Unaudited Investment Properties 108, 924 126,946 Net Cash from Operations (12.45) (8,801) Total Non-current Assets 108,934 126,956 Net cash from Investing (102.54) (418) Total Current Assets 8,080 8,490 Net Cash from Financing 115.06 9,213 Short Term Loans 42,793 52,005 Net increase/(decease) in cash for period 80.83 (7.6) Total Liabilities 58,375 67,330 Cash at beginning of period 80.8 Total Equity 58,646 68,116 Ending Cash 80.83 73.3 16#23edendale Outlook: Strategies + Financial Performance#24edendale Strategies at a Glance . . Financing • Refinance short term obligations with long term sources Reduce risk and leverage by exploring equity sources of financing. Investment • • Diversify portfolio by location and market segments with a focus on prime locations Leverage varied real estate portfolio strategies to identify and deploy funds optimally and manage asset mix Leverage knowledge and network to establish joint venture interest for large projects Operational • Strengthen sales capacity Strengthen market research capacity Embark on a focused business development and deal generation drive#25Key Drivers of Revenue and Return GHS' 000 25,000 30,000 20,000 15,000 10,000 5,000 2015 I Rental Income 2016 2017 2018 Sale of assets 2019 Revaluation Gains edendale 25,000 20,000 Income from unit sales projected to be the dominant source of revenue 15,000 10,000 Asset price/value appreciation expected to be a key source total return 5,000#26Invest in Return Generating Assets 250,000 GHS'000 200,000 150,000 100,000 50,000 2015 2016 2017 2018 2019 Other Assets Investment Assets edendale Projected growth in return-generating investment assets to exceed non-investment assets.#27Align Maturity of Debt Capital GHS'000 60,000 50,000 40,000 30,000 20,000 10,000 2015 2016 2017 2018 2019 Short term loan Long Term Loan Align maturity of debt by accessing longer dated debt financing sources edendale#28Reduce Total Risk Financial Leverage 1.60 0.50 1.40 0.46 0.43 0.60 1.20 1.01 1.00 0.87 0.75 0.80 0.63 0.51 0.38 0.34 0.40 0.20 0.00 2015 2016 2017 -Debt-to-Equity 2018 2019 Deb-to-Assets edendale Reduce risk by increasing financing from equity sources#29Why Invest in the Note Programme Innovative Structure • Structured exposure to the real estate asset class especially for pension funds and regulated pooled investment schemes • Enhanced liquidity and price discovery from listing on the GSE Experienced Management Strong track record of management professionals in both investment management and in real estate assets management • Drive to maximize total returns to investors Commitment to Transparency Regulatory oversight from both SEC and GSE • Commitment to timely access to information for current and prospective investors and robust corporate governance structure edendale#30edendale Transaction Advisors#31Transaction Advisors **Databank edendale FIDELITYBANK OMEGA *CAL Bank Leadership CAPITAL BENTSI-ENCHILL LETSA & ANKOMAH Synercate ASANTE. ANARFI & ASSOCIATES CENTRAL SECURITIES DEPOSITORY You invest, we protect#32Contacts Issuer Kwesi Amonoo-Neizer Edendale Properties Plc [email protected] +233 (30) 2201848 Maamle Totimeh Edendale Properties Plc [email protected] +233 (30) 2201848 Suzy Puplampu Edendale Properties Plc [email protected] +233 (20) 8886500 Dealers Armah Akotey Databank Brokerage Ltd [email protected] +233 (30) 2610610 x 1700 / 1705-6 Nana Nketiah Omega Capital Ltd [email protected] +233 (54) 4141114 Ivy Hesse Synercate Advisory Ltd [email protected] +233 (20) 4691518 edendale#33Thank You Edendale Properties Plc The Alberts, 2nd Floor No. 23 Sunyani Avenue, Kanda Estates, Accra