Urbanova — Appendices
Supporting appendices - the detailed assumptions register, the sponsor anchor reconciliation, the funding partner map, the model integrity statement, the FY2027 quarterly build, the single-variable sensitivities, the glossary and conventions, the stabilised portfolio outlook and the due-diligence data room index underpinning the Urbanova business plan and financial model.
Section 41 · Business Plan
Appendices
Supporting appendices – the detailed assumptions register, the sponsor anchor reconciliation, the funding partner map, the model integrity statement, the FY2027 quarterly build, the single-variable sensitivities, the glossary and conventions, the stabilised portfolio outlook and the due-diligence data room index underpinning the Urbanova business plan and financial model.
Appendix A — Detailed Assumptions Register
| Assumption | Value | Source / basis |
|---|---|---|
| Corporate tax rate | 27% | SA Income Tax Act; companies |
| Assessed-loss treatment | s20 carry-forward; 80%-of-taxable-income cap | Taxation Laws Amendment Act |
| Senior debt pricing | 10.25% blended | JIBAR + ±250bps; DFI/commercial blend |
| RCF pricing | 11.50% | Standby liquidity line |
| Grace / amortisation | 2 years / 13 years straight-line | Analyst structuring assumption |
| Buildings & infrastructure depreciation | 2.5% SL (40 years); half-year convention | Analyst; cost model |
| Technology depreciation | 20% SL (5 years) | Analyst |
| Blended rent FY2027 | R6,500/unit/month incl. parking & utility recovery | Bottom-up; affordability-capped |
| Rental escalation | 5.0% p.a. | CPI-linked; affordability ceiling constraint |
| Occupancy ramp | 82% → 94% | Peer stabilised occupancy 92–96% |
| Retail/commercial income | 14% of residential rental | Precinct mix benchmark |
| Other income (fees, utilities, student premium) | 8% of residential rental | Analyst |
| All-in development cost | ≈R425,000/unit | R8.5bn ÷ 20,000 units, ex-WC |
| Working capital movement | Broadly neutral; R650m buffer | Rent in advance offsets dev. creditors |
| Equity : debt split | 40 : 60 | Analyst structuring assumption |
| Exit yield reference | 9.5% gross | Listed/delisted peer band 9–11% |
Appendix B — Sponsor Anchor Reconciliation
The table confirms that no sponsor headline has been altered. All
analyst work occurs below EBITDA or in disclosed decompositions that sum
exactly to sponsor figures.
| Sponsor figure | Sponsor value | Plan value | Status |
|---|---|---|---|
| Revenue FY2027–FY2031 | 180 / 520 / 1,150 / 2,400 / 4,100 | Identical | Preserved |
| EBITDA FY2027–FY2031 | (45) / 85 / 310 / 780 / 1,450 | Identical | Preserved |
| Units (cumulative) | 1,200 / 3,800 / 7,500 / 12,500 / 20,000 | Identical | Preserved |
| Portfolio value (Rbn) | 1.2 / 3.5 / 7.2 / 12.5 / 18.8 | Disclosed as fair value; book carried at cost | Preserved & disclosed |
| Capital raise | R8.5bn | R8.5bn (40:60 split — analyst) | Preserved; structure added |
| Use of funds | Six lines totalling R8.5bn | Identical | Preserved |
Appendix C — Funding Partner Map
| Institution | Type | Relevance |
|---|---|---|
| Public Investment Corporation | Pension asset manager | Anchor equity; 2025 Divercity precedent |
| DBSA | National DFI | Senior debt; infrastructure mandate |
| IFC | Multilateral DFI | Green senior tranche; EDGE alignment |
| IDC | National DFI | Senior/mezzanine; industrial & housing mandate |
| Proparco | Bilateral DFI (France) | Green tranche; Divercity precedent |
| 27four Investment Managers | Impact allocator | Equity; Divercity precedent |
| Nedbank CIB / Standard Bank CIB | Commercial banks | Senior debt; RCF; hedging |
Appendix D — Model Integrity Statement
- Balance sheet check (assets − liabilities − equity) equals zero
in all five projection years (asserted programmatically; tolerance
<R0.01m). - Cash never falls below R205m; the R400m standby RCF is undrawn in
the base case. - Equity IRR computed by bisection on annual flows; terminal values
stated on both sponsor fair value and depreciated book bases. - Section 20 assessed losses tracked year-by-year with the
80%-of-taxable-income limitation applied before the 27% charge. - All 23 exhibits are generated directly from the financial model
with no manual overrides.
Appendix E — FY2027 Quarterly Build (Indicative)
| Rm | Q1 | Q2 | Q3 | Q4 | FY2027 |
|---|---|---|---|---|---|
| Revenue | 8 | 28 | 56 | 88 | 180 |
| EBITDA | (24) | (15) | (6) | 0 | (45) |
| Capex | (310) | (360) | (320) | (285) | (1,275) |
| Equity drawn | 600 | 400 | 300 | 200 | 1,500 |
| Closing cash | 262 | 300 | 318 | 205 | 205 |
| Units income-producing | – | 250 | 650 | 1,200 | 1,200 |
The quarterly phasing shows the intra-year shape the annual model
cannot: the deepest cash draw occurs in Q1–Q2 before meaningful rental
income, which is why the first equity tranche of R1.5bn must be fully
committed — not merely pledged, at financial close. Q4 closing cash of
R205m equals the annual model closing balance.
Appendix F — Single-Variable Sensitivities (FY2031)
| Variable (change) | EBITDA impact (Rm) | DSCR impact | Equity IRR impact (pp) |
|---|---|---|---|
| Blended rent −5% | (90) | −0.12x | −2.1 |
| Occupancy −4pp (94% → 90%) | (77) | −0.10x | −1.8 |
| Interest rate +200bps | — (below EBITDA) | −0.19x | −1.4 |
| Construction cost +10% (funded by debt) | — | −0.11x | −3.2 |
| Sales programme −25% volume | (196) | −0.26x | −4.7 |
| Exit yield +100bps (9.5% → 10.5%) | — | — | −6.9 |
| Delivery slippage: 20,000 units 12 months late | (310) in FY2031 | −0.41x | −5.5 |
The two dominant sensitivities, sales-programme volume and exit
yield, are precisely the two variables the sponsor brief does not
address, which is why Findings 1 and 3 lead this document. Operational
variables (rent, occupancy, rates) individually move the DSCR by
±0.1–0.2x and are absorbable within the recommended structure.
Appendix G — Glossary and Conventions
| Term | Definition as used in this plan |
|---|---|
| DSCR | EBITDA divided by scheduled cash debt service (interest plus principal) in the period |
| DSRA | Debt-service reserve account — escrowed cash equal to a defined number of months’ forward debt service |
| EDGE | IFC’s Excellence in Design for Greater Efficiencies green-building certification |
| LTV | Total interest-bearing debt over property value (book = depreciated cost; FV = sponsor fair value) |
| NOI | Net operating income — property-level income less property-level operating costs, before corporate overhead |
| s20 / s13quat | Sections of the SA Income Tax Act governing assessed-loss carry-forward and UDZ allowances respectively |
| Sculpted amortisation | Principal repayment profile shaped to hold a constant target DSCR rather than level instalments |
| Sponsor case | Financial case anchored to the sponsor’s unaltered revenue and EBITDA projections |
| Normalised case | Analyst rental-only case used as the recommended debt-underwriting anchor |
| Yield on cost | Stabilised NOI divided by all-in development cost |
Appendix H — Stabilised Portfolio Outlook (FY2032–FY2034, Rental-Only)
For lenders whose tenor extends past the plan window, the table
projects the rental platform alone at steady state, no further
development, no sales revenue, which is the covenant-relevant view of
the business the debt actually amortises against.
| Rm (rental platform only) | FY2032 | FY2033 | FY2034 |
|---|---|---|---|
| Rental & ancillary revenue | 1,990 | 2,090 | 2,194 |
| EBITDA (52% stabilised margin, less R25m fixed) | 1,010 | 1,062 | 1,116 |
| Debt service (sculpted profile) | (742) | (738) | (731) |
| DSCR (rental-only) | 1.36x | 1.44x | 1.53x |
| Net debt (year-end) | 4,120 | 3,660 | 3,180 |
| Net debt / EBITDA | 4.1x | 3.4x | 2.8x |
The stabilised view is the plan’s most important single table for
credit purposes: it shows that even with the sales programme switched
off entirely, the rental platform alone services the recommended
(sculpted) debt profile at better than 1.35x from FY2032, provided the
debt quantum follows the Section 16 normalised-case sizing rather than
the headline R5.1bn against blended EBITDA.
Appendix I — Due-Diligence Data Room Index
The index below defines the evidence pack that must exist at the
launch of formal due diligence. Items marked CP are conditions precedent
to financial close in the indicative term sheet (Section 16C); their
absence is currently the plan’s binding constraint, per the management
callout in Section 11.
| # | Workstream | Key contents | Status expectation at DD launch |
|---|---|---|---|
| 1 | Corporate & legal | Group structure agreements, MOIs, shareholder agreements, ESOP/trust deeds | Executed (CP) |
| 2 | Management & HR | Executive appointments, CVs, incentive plans, organisational build plan | Named executives signed (CP) |
| 3 | Land & planning | Phase 1 options/acquisitions, town-planning status, EIA screening per node | Phase 1 secured (CP); Phase 2 optioned |
| 4 | Construction | Framework EPC panel agreements, QS-verified cost plan, programme | ≥70% fixed-price (CP) |
| 5 | Financial model | This model with full formula transparency, assumptions register (Appendix A) | Audited model review complete |
| 6 | Market evidence | Node studies (Section 12A), rental comparables, TPN collections benchmarks | Independent market study commissioned |
| 7 | ESG & impact | IFC PS gap analysis, EDGE pre-assessments, impact framework (Section 12F) | ESG action plan agreed (CP) |
| 8 | Insurance | Programme terms (Section 17A), SASRIA confirmations | Broker-confirmed terms |
| 9 | Tax & structuring | UDZ eligibility opinions, intra-group transfer steps, VAT treatment memo | Counsel opinions issued |
| 10 | Funding | Equity commitment letters, DFI expressions of interest, bank credit-paper status | R1.5bn tranche 1 committed (CP) |
Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Urbanova Living Developments (Pty) Ltd.