Reasons to think Pinc

Nomura's acquisition of the Inntrepreneur pub chain has raised eyebrows among those who closely follow the drinks industry

Nomura's acquisition of the Inntrepreneur pub chain has raised eyebrows among those who closely follow the drinks industry. Overlooked, perhaps, is the significance of the deal as a property story. Nomura has agreed to purchase the chain of 4,300 pubs for £1.2 billion sterling, a remarkable sum considering that, a year earlier, it had been negotiating to buy 1,410 pubs for about £248 million. The arithmetic suggests Nomura was prepared to pay twice the price for each additional pub.

Guy Hands, head of asset securitisation at Nomura and the negotiator of the deal, hints that some revival of a much heralded, but never used, 1980s mechanism is under consideration. "Think Pincs," he says.

Pincs - property income certificates - were a two-part security traded as one on the London Stock Exchange. One element was debt-like, entitling the holder to a portion of the rental stream from a property pool. The other element was equity, reflecting the properties' capital value. The value of this latter part would rise and fall with market values of the properties.

"The market would set the price," explains Stephen Barter, head of consulting at Richard Ellis, chartered surveyors, and one of the designers of Pincs. The charm of Pincs was that, because of their complex structure which filtered rent receipts and dividend payments through a trust company, investors were taxed only once on income. However, by the time regulators got around to approving the structure, the property recession had begun.

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Mr Hands hints that some similar mechanism could be used to unlock the value in Inntrepreneur.

Asset securitisations such as Pincs attempt to break property down into separate components of value. In this way, securities can be tailored to the needs of different types of investors, allowing banks to realise sums larger than if they treated the pool as a whole.

Inntrepreneur clearly has several components of value; first, there is the cash flow from the rents on its pubs. Second, there is the capital appreciation if and when the pubs are resold. Third, a security could be designed where coupon payments were composed solely of the additional rental income derived from upward-only rent reviews. Fourth, there is the value to be unlocked in March, 1998, when the pub chain is freed of its obligation to purchase all of its supplies from Scottish Courage.

Then Grand Pub Co, as the new entity is to be called, will have more muscle than any other buyer in the UK beer market. Already, large pub chains are earning volume discounts of around £90 per barrel, a sum Nomura can surely hope to beat.

However, Grand Pub Co, because of its unhappy history as Inntrepreneur, faces many problems. Large numbers of its tenants are taking a legal challenge to the European Court in Brussels saying that the terms of their "tie" - which forces them to buy beer from Inntrepreneur exclusively - is illegal.

A third of the publicans - about 1,433 houses - may resist the arrangements. But even without that third, there are some impressive numbers. Inntrepreneur says its pubs buy, on average, 325 to 350 barrels annually. At the top end, that means more than one million barrels of beer. If Nomura could earn a £90 profit on each and pass a third to publicans, it still leaves profits of about £60 million.

A look at Inntrepreneur's accounts for the year ended September 30th, 1996, show its greatest cost was £57.3 million paid out to finance debts, sums which are retired with the sale of the chain to Nomura. Nomura could structure a Pinc-type security granting an equity interest in the Grand Pub Co core, which would hold the income of beer and food sales and profits on the resale of pub freeholds. Nomura could then style some sort of stepped-income security backed by pub rents and rent uplifts pegged to a spread over index-linked gilts.

There are also interesting possibilities for securitising the non-performing portion of the estate where publicans have not reaffirmed their tie. The property market would do well to remember that the genesis of Inntrepreneur was as a property company, not as a pub manager. It will be up to Inntrepreneur's new owners to demonstrate that they can unlock the value inherent in the portfolio.