Aug 20, 2023
Following the release of the H1’2023 results by all four authorized Real Estate Investment Trusts (REITs) in Kenya, the Cytonn Real Estate Research Team undertook an analysis of the financial performance of the REITs and identified the key factors that shaped the performance of the sector. For the earnings notes of the various REITs, click the links below:
The report is themed “Strategic Financial Sustainability of Kenyan REITs Redefining Real Estate Investment,” where we discuss the background and structure of REITs in Kenya, and assess the financial performance of the current REITs in the market during H1’2023 in terms of operational metrics, profitability metrics, leverage ratios, liquidity ratios and valuation metrics. In addition, we highlight the outlook regarding our expectations for the REITs sector going forward. This we will cover as follows;
Section I: Overview of the REITs Sector in Kenya
Through the years, Kenya’s Real Estate sector has continued to witness consistent growth, with the overall sectoral contribution to gross domestic product (GDP) recording a 5-year CAGR of 5.7% to Kshs 993.6 bn in 2022 from Kshs 753.4 bn in 2017. The chart below shows the Real Estate sector’s contribution to GDP from 2017 to 2022;
Source: Kenya National Bureau of Statistics (KNBS)
This growth of the Real Estate sector is underpinned by sustained construction activities in the country, prompted by a substantial demand for Real Estate developments. This is as the residential market bears an 80.0% housing deficit, as only 50,000 units are currently supplied annually against a demand of 200,000 units per year. In addition, the formal retail market is still nascent, with the penetration standing at approximately 30.0% according to the Nielsen Report 2018. Despite the existing demand in the Real Estate market, there exists limited funding options for developers. Banks in Kenya are the primary source of funding for Real Estate development, providing nearly 95.0% of funding for construction activities as opposed to 40.0% in developed countries. The graph below shows the comparison of construction financing in Kenya against developed economies;
Source: World Bank, Capital Markets Authority
Consequently, there needs to be alternative financing solutions for developers in order to meet this funding gap. In 2013, the Capital Markets Authority (CMA) put in place a framework for the operationalization of Real Estate Investment Trusts (REITs) in Kenya. REITS are regulated collective investment vehicles that enable the contribution of money’s worth as consideration for the acquisition of rights or interests in a trust that is divided into units with the intention of a person earning profits or income from Real Estate as a beneficiary of the trust. In order to safeguard the interests of a REIT, as well as to foster transparency and accountability, there are four key entities enshrined within the REIT structure in Kenya. These entities are as follows:
The collaboration among these four entities within the REIT structure ensures the comprehensive management, oversight, and strategic growth of REITs, contributing to their operation as investment vehicles. The figure below illustrates the relationship between the key entities in a typical REITs structure
Source: Capital Markets Authority (CMA)
Notably, Kenya become the third African nation to launch REITs regulations and adopt a regulatory framework promoting REITs as an investment vehicle, following in the footsteps of Ghana and Nigeria, who had initiated their REIT frameworks in 1994 and 2007 respectively. Subsequently, South Africa became the fourth African country to launch REITs in 2013 after Kenya. However, despite Kenya being a relatively earlier entrant into the REIT market, its subsequent trajectory has been overshadowed by an underwhelming performance in comparison to countries such as South Africa. This is underscored by the fact that, Kenya currently only has four authorized REITs in Kenya as opposed to South Africa which boast of 33 listed REITs. Additionally, the Kenyan REITs market capitalization to Gross Domestic Product (GDP) remains low, in comparison to other countries. The dismal performance is attributable to factors such as; i) inadequate investor knowledge of the investment instrument, ii) lengthy approval procedures for REITs creation, iii) high minimum capital requirements of Kshs 100.0 mn for trustees, and, iv) minimum investment amounts set at Kshs 5.0 mn, among others which continue to limit the performance of REITs in Kenya. The graph below compares Kenya’s REIT market capitalization to GDP of other countries;
Source: World Bank, National Association of Listed REITs
Presently, all four authorized REITs in the Kenyan market are structured as closed-ended funds. Among them, ILAM Fahari I-REIT is the only one listed and trading on the Nairobi Securities Exchange (NSE) Main Investment Market, allowing its units to be transferred through the exchange. On the other hand, both Acorn Student Accommodation (ASA) I-REIT and D-REIT are not listed, but are instead traded on the Unquoted Securities Platform (USP); an over-the-counter market segment of the NSE. Additionally, LAPTrust Imara I-REIT is listed on the NSE’s Main Investment Market, under the Restricted Sub-Segment, with open trading of the securities restricted for a three-year period from March 2023. The table below highlights the REITs authorized by the CMA in Kenya;
Cytonn Report: Authorized REITs in Kenya |
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|
Issuer |
Name |
Type of REIT |
Listing Date |
Market Segment |
Status |
1 |
ICEA Lion Asset Management (ILAM) |
Fahari |
I-REIT |
October 2015 |
Main Investment Market |
Trading |
2 |
Acorn Holdings Limited |
Acorn Student Accommodation (ASA) – Acorn ASA |
I-REIT |
February 2021 |
Unquoted Securities Platform (USP) |
Trading |
3 |
Acorn Holdings Limited |
Acorn Student Accommodation (ASA) – Acorn ASA |
D-REIT |
February 2021 |
Unquoted Securities Platform (USP) |
Trading |
4 |
Local Authorities Pension Trust (LAPTrust) |
Imara |
I-REIT |
November 2022 |
Main Investment Market: Restricted Sub-segment |
Restricted |
Source: Nairobi Securities Exchange, Capital Markets Authority
Section II: Themes that Shaped the REIT Sector in H1’2023
In this section, we delve into the pivotal themes that have profoundly influenced the REITs sector to the period H1’2023. Exploring the dynamic landscape, we analyze the impact of regulations, acquisitions, and capital raising activities on the trajectory of the REIT industry as we gain insights into the broader factors impacting the performance and direction of the REIT sector during this period.
REITs are officially established in accordance with the REIT Regulations and granted approval by the Capital Markets Authority (CMA) under Capital Markets Real Estate Investment Trusts Collective Investment Schemes) Regulations, 2013. Instead of adopting the form of companies, they are structured as trusts. The management of investment properties falls under the responsibility of a corporate REIT manager, duly licensed by the CMA. Units of listed REITs are traded on the Nairobi Securities Exchange (NSE), similar to shares of any other company under Main Market Segment and Unquoted Security Platform (USP), offering investors a liquid stake in Real Estate. Both individual and corporate investors have the opportunity to participate in a public offer on the NSE, as exemplified under the Regulations (2013).
Furthermore, the regulations stipulate that Kenyan REITs are mandated to distribute a minimum of 80.0% of distributable earnings to their unitholders. REITs automatically qualify for several tax exemptions such as the Income Tax Act (ITA), Value Added Tax (VAT), and Capital Gains Tax (CGT) under the authorization of Kenya Revenue Authority (KRA). Some of the recent regulatory transformations in the REITs industry include;
The Income Tax Act's Section 20 (1) (c) and (d) state that REITs and companies that REITs invest in do not have to pay the regular 30.0% Income Tax Rate (ITR) upon being registered with the Commissioner of Kenya Revenue Authority (KRA). Furthermore, any income that REITs distribute to their investors (unitholders) are not taxed.
However, this tax exemption does not cover the withholding tax imposed on interest income and dividends received by unitholders who are not exempted according to the first schedule of the ITA. The rates for this withholding tax are outlined in paragraph 5 of the third schedule of the Income Tax Act.
A capital gain occurs when the value at which a unit is transferred exceeds the adjusted cost of that unit. The difference between these values is subject to a tax rate of 15.0%. Therefore, any profit gained by a promoter or investors of a REIT from transferring property into the REIT is now subject to CGT at the revised rate of 15.0%, replacing the previous rate of 5.0% starting from 1 January 2023. Moreover, individuals who hold units in a REIT and decide to sell their ownership stake are also obligated to pay CGT. This requirement emerged due to an amendment to Section 34(1)(j) of the Income Act via the Finance Act 2022.
However, within the REIT industry, there are certain scenarios that qualify for exemptions from CGT:
The Finance Act 2021 reintroduced a significant change regarding the exemption from Value Added Tax (VAT) for transactions involving the transfer of assets to REITs and asset-backed securities. This exemption had previously been removed by the Tax Laws Amendment Act No. 2 of 2020.
According to Paragraph 33 of Part II of the First Schedule to the VAT Act 2021, a direct transfer of property from the REIT promoter or investors is not subject to VAT. However, if the transfer of assets to the REIT is done indirectly, through the initial transfer of assets to the investee company, VAT will be applicable. Importantly, the transfer of shares from a REITs SPV to the REIT trustee will be exempt from VAT, even if the initial asset transfer involved VAT.
As per the regulations set out in section 96A of the Stamp Duty Act, when the properties within a Development REIT (D-REIT) are completed and start to generate stable income, any later transfer of these stabilized properties from the D-REIT to the Income REIT (I-REIT) is not subject to stamp duty. However, it is important to highlight that this exemption was only applicable to transactions completed before 31 December 2022. Consequently, starting from 1 January, 2023, any transfers occurring is subject to stamp duty in accordance with section 96A subsection 4 of the act.
Generally, the intricate nature of these regulations within the REITs and the convoluted rules applicable to REITs are proving to be challenging for individuals to navigate and comprehend fully. As a result, potential investors and stakeholders may feel unsure about the tax implications of their actions within the REIT framework. This uncertainty can lead individuals may become skeptical about the fairness and reliability of the investment environment, hindering them from capitalizing on potentially lucrative opportunities.
Furthermore, the lack of sufficient information available to the public about these REIT regulations exacerbates the problem. When individuals are not adequately informed about the tax consequences of their investment decisions, they may avoid making investments altogether or may not make informed choices, which could impact their financial gains.
Moving forward, we expect both the government and stakeholders in REITs sector will address these regulatory concerns and foster improved transparency and trust within the REIT sector such as; i) increasingly prioritise on making information accessible and easy to understand for the broader public to gain a clearer insight into the potential impact of their investment choices, ii) initiating educational campaigns and resources dedicated to informing investors about these regulations and any adjustments in law, iii) collaboration between regulatory authorities and industry stakeholders is imperative to elevate public awareness about the advantages and potential drawbacks linked with REIT investment, iv) offering unambiguous and easily understandable documentation outlining the tax implications tied to various investment scenarios is pivotal, and, v) establishing consultation services investors to access expert advice concerning tax-related aspects of REIT investments can alleviate reservations and uncertainties.
Acquisitions play a pivotal role in the dynamic landscape of the Kenyan REITs industry. These strategic moves signify the industry's evolution, adaptability, sustainability, and growth potential. As of June 30, 2023, the industry has witnessed noteworthy acquisitions that are reshaping the sector. These acquisitions hold a promising outlook for the industry, contributing to its progress and value proposition. They exemplify how REITs are actively enhancing their portfolios, expanding their market presence, and optimizing their performance. Some of the notable acquisition as at H1’2023 include;
Moving forward, we expect the trend of strategic acquisitions to persist, with REITs actively seeking opportunities to broaden and diversify their portfolios, cater to evolving market demands and also set standards in promoting environmental sustainability such as execution of green bonds by Acorn holding. These acquisitions can also act as catalysts for innovation, driving the industry to explore new concepts, designs, and services to meet the expectations of both investors and tenants.
Capital raising is a crucial aspect of the REITs industry, driving growth, development, and innovation. The ability to secure funds from various sources either through debt or equity empowers REITs to expand their portfolios, enhance existing properties, and tap into new investment opportunities. This practice not only benefits the REITs themselves but also plays a significant role in shaping the Real Estate landscape and offering attractive investment avenues to stakeholders. Some of the notable capital infusion in the REITs industry as of H1’2023 include;
Looking ahead, the trend of capital raising is set to continue shaping the trajectory of the Kenyan REITs industry. The injection of equity and debt, as well as strategic partnerships among private investors and government interaction, will remain vital drivers of expansion and unlocking new avenues such as affordable housing and infrastructure development projects, aligning with market demands and government priorities. As the industry advances, collaborations, regulatory support, and investor education will play pivotal roles in ensuring that capital raising continues to yield positive outcomes and drive the Kenyan REITs industry toward a vibrant and sustainable future.
Section III: Summary Performance of the REITs in H1’2023
The tables below highlight the performance of the Kenyan REITs sector, showing the performance using several National Association of Real Estate Investments Trusts (NAREIT) approved metrics, and the key take-outs;
(All values in Kshs mns unless stated otherwise)
Cytonn Report: Summary Performance Kenya REITs in H1’2023 |
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|
Laptrust Imara I-REIT |
ILAM Fahari I-REIT |
Acorn I-REIT |
Acorn D-REIT |
H1’2022 Total |
H1’2023 Total |
y/y |
|||||||
H1'2023 |
H1'2022 |
H1'2023 |
y/y Change |
H1'2022 |
H1'2023 |
y/y Change |
H1'2022 |
H1'2023 |
y/y Change |
|
change |
|||
Operating Metrics |
||||||||||||||
Net Operating Income (NOI) |
99.6 |
86.2 |
86.0 |
(0.2%) |
139.4 |
128.0 |
(8.2%) |
233.3 |
334.2 |
43.2% |
458.9 |
647.9 |
41.2% |
|
Profitability Metrics |
||||||||||||||
Funds from Operations |
99.6 |
86.2 |
86.0 |
(0.2%) |
188.8 |
149.8 |
(20.7%) |
233.3 |
334.2 |
43.2% |
508.3 |
669.7 |
31.7% |
|
Adjusted FFO |
99.6 |
82.8 |
84.4 |
2.0% |
188.8 |
149.8 |
(20.7%) |
233.3 |
334.2 |
43.2% |
505.0 |
668.1 |
32.3% |
|
Cash Available for Distribution (CAD) |
99.6 |
86.2 |
86.0 |
(0.2%) |
144.1 |
92.8 |
(35.6%) |
- |
- |
- |
230.3 |
278.5 |
20.9% |
|
Cash Amounts Distributed |
0.0 |
0.0 |
0.0 |
|
64.0 |
87.0 |
35.9% |
- |
- |
- |
64.0 |
87.0 |
35.9% |
|
Valuation Metrics |
||||||||||||||
Net Asset Values (NAV) |
7,024.3 |
3,538.9 |
3,392.8 |
(4.1%) |
4,720.4 |
6,342.1 |
34.4% |
5,575.6 |
6,547.7 |
17.4% |
13,834.8 |
23,306.6 |
68.5% |
Source: Cytonn Research
Key takeaways from the table include:
The table below makes a comparison of the leverage and liquidity ratios of all four Kenyan REITs during H1’2023 and H1’2022;
Cytonn Report: Leverage & Liquidity ratios of Kenyan REITs |
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|
LAPTrust Imara I-REIT |
ILAM Fahari I-REIT |
Acorn I-REIT |
Acorn D-REIT |
H1’2022 Weighted Average* |
H1’2023 Weighted Average** |
||||||
H1'2023 |
H1'2022 |
H1'2023 |
y/y Change |
H1'2022 |
H1'2023 |
y/y Change |
H1'2022 |
H1'2023 |
y/y Change |
|
||
Leverage Ratios |
||||||||||||
Debt to Equity |
0.0x |
0.0x |
0.0x |
0.0x |
0.0x |
0.0x |
0.0x |
0.6x |
0.6x |
1.0x |
0.3x |
0.2x |
Debt to Total Market Cap |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
59.3% |
64.0% |
4.7% |
29.2% |
19.3% |
Debt to Gross Book Value |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
0.0% |
34.1% |
35.1% |
1.0% |
16.8% |
10.6% |
Debt to EBITDA Multiple |
0.0x |
0.0x |
0.0x |
0.0% |
0.0x |
0.0x |
0.0% |
14.2x |
11.8x |
(16.6%) |
7.0x |
3.6x |
|
||||||||||||
Debt Service Coverage |
0.0 |
0.0 |
0.0 |
0.0% |
0.0 |
0.0 |
0.0% |
6.8% |
8.1% |
1.3% |
3.3% |
2.5% |
Implied Cap Rate |
1.4% |
9.6% |
12.3% |
2.6% |
3.1% |
2.0% |
(1.2%) |
2.5% |
3.2% |
0.8% |
3.4% |
2.7% |
*Market cap weighted as at 30/06/2022 |
||||||||||||
**Market cap weighted as at 30/06/2023 |
Source: Cytonn Research
Key takeaways from the table include;
The table below presents a summary of key valuation metrics of Kenyan REITs in H1’2023;
Cytonn Report: Valuation Metrics for Kenyan REITs |
||||||||||
|
LAPTrust Imara I-REIT |
ILAM Fahari I-REIT |
Acorn I-REIT |
Acorn D-REIT |
||||||
H1'2023 |
H1'2022 |
H1'2023 |
y/y Change |
H1'2022 |
H1'2023 |
y/y Change |
H1'2022 |
H1'2023 |
y/y Change |
|
Price/FFO per share multiple |
69.5x |
12.6x |
12.7x |
3.0% |
24.7x |
41.6x |
68.8% |
23.9x |
18.5x |
(22.7%) |
Dividend Yield |
- |
0.0% |
0.0% |
0.0% |
1.4% |
1.4% |
0.1% |
- |
- |
- |
Dividend Coverage/Payout Ratio |
0.0 |
0.0% |
0.0% |
0.0% |
44.4% |
93.7% |
49.3% |
- |
- |
- |
NAV per share |
20.3 |
19.6 |
18.7 |
(4.1%) |
21.2 |
22.0 |
3.7% |
23.9 |
25.3 |
6.0 |
Source: Cytonn Research
Section IV: Conclusions, Recommendations, and Outlook for the REITs Sector
The performance of the REITs market in Kenya has been marked by a moderate trajectory, influenced by a range of contributing factors. Noteworthy, despite the overall challenges, there are positive indicators within the Kenyan REIT landscape. Notably, net operating incomes have displayed growth, reflecting improved financial performances. Additionally, leverage ratios for most REITs remained strikingly low, as majority of the REITs remain ungeared with most leaning towards short-term debt to sustain their operations. We anticipate that this trend will continue to persist going forward, in line with REITs fear of overexposure to interest rates, particularly in the current rising interest rates environment. In support of this, we expect to see more developments along financial sustainability commitment as demonstrated by key sector players such as Acorn Holdings, through the issuance of its green bond. Additionally, we anticipate that the recent regulatory proposition by the Capital Markets Authority (CMA) to reduce minimum investment amounts for professional investors to Kshs 10,000 will invigorate interest in the sector, potentially attracting a broader investor base.
Based on our research and analysis, we make the following recommendations to enhance the REITs sector through a more informed and strategic approach:
In conclusion, the potential of REITs remains promising despite the challenges faced by the Kenyan market. Serving as a means to amplify liquidity and diversify financing within the Real Estate sector, REITs provide an alternate avenue for development funding, while offering the potential to generate returns for investors. While Kenya's REIT journey has been marked by hurdles, the proposed changes in investment thresholds and the demonstrated resilience within the financial metrics of certain REITs suggest a potential resurgence in the sector.
For the full Cytonn Kenya’s REITs H1’2023 Report, click here
Disclaimer: The views expressed in this publication are those of the writers where particulars are not warranted. This publication, which is in compliance with Section 2 of the Capital Markets Authority Act Cap 485A, is meant for general information only and is not a warranty, representation, advice or solicitation of any nature. Readers are advised in all circumstances to seek the advice of a registered investment advisor