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PROJECT INFORMATION MEMORANDUM

ISIS Palm Jebel Ali Dubai

June 2008

GULFSTREAM PROPERTIES LIMITED

Gulfstream Properties Limited has been formed as an international real estate development company to benefit from the highly profitable opportunities they have secured in a number of emerging property markets, with particular emphasis on Dubai. The Isis, located on Crescent A of Palm Jebel Ali in Dubai, is one such project which will span the next 24 months. The management team and project partners have been involved in delivering prominent development projects in Dubai and elsewhere and have been brought together specifically for their skills and experience including; · · · · Planning and Designing large scale residential development projects Financial Analysis and Control Management of Project Teams Management of similar construction projects

We contract with the leading providers of construction and real estate development services including architects, quantity surveyors, project managers and marketing agencies creating an integrated management partnership for each project. The external project partners for "Isis", Palm Jebel Ali, include; · · · · · · Designteam Arkiteknik Louise Bradley Blair Anderson Asteco Colliers International

Our objective is to undertake and create exciting, highly profitable developments, which meet the needs of the communities in which we operate; maintaining this approach the company aims to deliver; · · · · · · On time and on budget. Expertise in execution. Enhanced stakeholder value. Mutually beneficial relationships with regional and national government. Appropriate development partners. Quality products for end users.

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PROJECT DEVELOPMENT

Management of the various project elements are undertaken by our project management team put together specifically for this development. The team will operate in conjunction with our external professional teams which comprise; · · · · · · · Legal Advisors Auditors Architects Project Managers Quantity Surveyors Interior Designers Marketing Agents

PROJECT MANAGEMENT

· H. E. Sheikh Mohammed Bin Maktoum Bin Juma Al Maktoum Sebastian Carlton Member of The Ruler's Family

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CEO BA (Hons) Finance and Accounting 20 years experience in structured finance, including mezzanine and equity funding of real estate projects, also the management of projects including appraisal, feasibility, sales, legal and taxation structures. Director Design Management and Contract Co-ordination. An Architect with extensive experience over 25 years having worked as lead architect and/or in a project management capacity on many major international projects. Director Project Co-ordination and Technical Support. An Engineer of 20 years experience with extensive knowledge of the Construction and Civil Engineering industry, working on high quality and fast track projects as Project Manager, Consultant and Contractor. A graduate in Architecture from The American University, Beirut. He has many years of experience heading design, masterplanning and technical

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Michael Cole

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Paul Ninan

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Abdallah Moneimneh

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management of prestigious projects. He is urrently heading Arkiteknik International Consulting Engineers, Dubai. · Eric Mouzourides BA (Hons) FRINA MCSD A Member of The Chartered Society of Designers and an elected Fellow of The Royal Institute of naval Architects. He has participated in a range of prestigious projects including five star hotels, casinos and numerous palaces and private residences for the Saudi Royal family. Eric is directly involved with all Gulfstream projects; he is also cofounder and Director of Designteam. ·

Frank Symeou

BA (Hons) FRINA MCSD A Member of The Chartered Society of Designers and an elected Fellow of The Royal Institute of Naval Architects. He has designed many five star hotels and cruise liners including The Queen Mary 2. Frank is directly involved with all Gulfstream projects; he is also co- founder and Director of Designteam.

·

Kevin Fazackeley

BA (Hons) Dip Arch (Sheffield) RIBA FSAI MCSD Kevin is a member of The Royal Institute of British Architects, and a Member of The Chartered Society of Designers. He has many years experience of masterplanning and urban design in the UK, Mainland Europe, Far East and the Middle East. Kevin is directly involved with all of Gulfstream's projects and is an associate of Designteam.

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Louise Bradley

Louise has carried out interior refurbishment of Royal Palaces in the Middle East and significant residential projects in London, Cannes, Jordan, Kuwait and Bahrain, as well as retail and office projects in London; including the American Express Head Office, Nike Concept Store and Diesel Style Lab.

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The management team have been responsible for design, development and project management on numerous high quality projects residential and commercial developments and refurbishments worldwide, including; · · · · · · · Grand Hyatt Dubai, The Ritz Hotel, Paris Hyatt Regency, Sharm El Sheikh Twin Towers, Dubai Jebel Ali Racecourse, Dubai Land reclamation and marina development Tsuru golf course, Japan

LEGAL ADVISORS

The legal team is led by the UK based firm Berwin Leighton & Paisner (BLP) who report in conjunction with Al Tamimi & Co (AT) based in Dubai. All legal and corporate and property due diligence issues are investigated and reported on by BLP & AT via their specialist departments. Berwin Leighton & Paisner Berwin Leighton and Paisner are one of the most prominent Law Firms in the UK with a leading reputation in real estate and corporate finance. Operating in the City of London they have 180 partners and 650 lawyers with a turnover in 2007 of £169m. In the last three years Berwin Leighton Paisner have won and been shortlisted in both of the main industry awards, the Legal Business Awards and the Lawyer Awards. The awards include Senior Partner of the Year, Managing Partner of the Year, Planning Team of the Year, PFI/Projects Team of the Year, Property Team of the Year, Finance Team of the Year, and Most Innovative Law Firm. Their clients are diverse and include major corporates with significant property interests such as Tesco, British Land, Ove Arup and Lex as well as diverse organisations and financial institutions such as Close Brothers, Barclays Bank and Royal Bank of Scotland. Al Tamimi & Co Al Tamimi & Company, established in 1989, is today one of the leading law firms in the Arabian Gulf region. It is the largest local, non-affiliated law firm in the United Arab Emirates with offices in Dubai, Abu Dhabi and Sharjah. Their international team of high calibre lawyers serves clients from the United Kingdom, North America, Europe, the United Arab Emirates and many other Arab countries. Al Tamimi regularly confers with the government of the U.A.E. during the formulation and introduction of new legislation. The firm were part of the process of developing a

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comprehensive land law system in Dubai, advising governmental entities upon appropriate legislative and regulatory measures and assisting real estate developers to formulate their property ownership and leasing schemes. As such they are fully abreast of developments in this evolving area of legal practice in the UAE.

AUDITOR

Moore Stephens Moore Stephens International Limited is a global accountancy and advisory organisation with its headquarters in London. Since Moore Stephens London was founded a century ago, the Moore Stephens International network has grown to be one of the largest international accounting and consulting groups worldwide. Today the network comprises 593 offices in 93 countries throughout the world, incorporating some 17,500 people and with fees of more than US$1.54 billion. Moore Stephens have the resources and capabilities within their global client management structure to ensure the correct supervision of cash flow and project development expenditure in conjunction with our Quantity Surveyors and profit distribution in conjunction with our Solicitors.

ARCHITECT

Our architectural partners in this project are Designteam and Arkiteknik. These two architectural practices have worked together on numerous projects in Dubai. Designteam Designteam are the nominated Architects for the project working from their London and Dubai offices. Designteam, created as a practice in 1998, have wide experience in the leisure and residential sectors internationally and their personnel have worked on some of the most prestigious projects in Europe and the Middle East. With specialists in Design, Masterplanning and Architecture together with the wealth of regional experience and expertise provided by Arkiteknik they bring a cohesive approach to projects which require all disciplines.

PROJECT MANAGER

In choosing Blair Anderson we are using one of the most respected international firms with a worldwide reputation for project management.

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Blair Anderson Blair Anderson has over 50 technical staff in 8 offices worldwide and their involvement in construction projects is both diverse and considerable. Blair Anderson are able to further the philosophy of Gulfstream by maximising value to projects through understanding the project needs and then limiting risks, controlling costs and programming and managing the whole project team to deliver the required quality within a specified timeframe. They provide an independent and professional service, to plan, lead, organise and control the management of projects from inception to completion. Project Experience includes: New Engineering Facility for Emirates in Dubai; Dubai Sports City; Dolphin Energy pipeline Nuclear, Biological, Chemical and Damage Control training School in Abu Dhabi; Sulibiya Waste water Treatment Plant, Kuwait; 70 Storey tower developments, Dubai; Bank HQ, Doha, Qatar; Lille Frigg subsea pipeline, Norway

QUANTITY SURVEYORS

Blair Anderson This role is to be performed by Blair Anderson, who has 30-years experience in quantity surveying, commercial management and cost consultancy. Blair Anderson is a private partnership that has grown steadily to become an international practice operating from offices in the United Kingdom, Europe and Dubai, undertaking the full range of quantity surveying services on a project by project basis.

CONSTRUCTION CONTRACTORS

The volume of construction work of all types being undertaken in Dubai has attracted numerous construction contractors from around the globe. This has helped to keep contracting costs keen despite the volume of work. It is important therefore to ensure that a competitive price is obtained from a contractor that has the track record to deliver the appropriate quality. The process by which the contractor will eventually be appointed will be by way of competitive tender thereby ensuring best value for money. The contractors nominated to enter into this tendering process, will be of significant stature, financial strength and reputation, appropriate for a project of this complexity and size. As an example of contractors who have been approached and who will tender, we profile Laing O'Rourke and Arabtec;

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Laing O'Rourke Laing O'Rourke are an international construction group with total capability in the design, procurement and delivery of major projects across a full spectrum of global markets, currently employing more than 23,000 people globally. The company is 150 years old with a proven track record and is today responsible for some of the most innovative construction solutions for projects around the world. Arabtec Arabtec Construction LLC is a leader in the UAE Construction Industry having been established in 1975. They have completed a substantial program of construction, including Residential and Commercial Towers, Industrial Projects, Major Airport Developments, Cinemas and Entertainment Facilities. The Company boasts a large multinational workforce in excess of 24,000 and has an array of highly qualified individuals forming a very professional team.

INTERIOR DESIGN

Louise Bradley Louise Bradley Interiors have an outstanding worldwide reputation for retail, leisure and residential projects. Significant residential projects have been carried out in London, Cannes, Jordan, Kuwait and Bahrain as well as Retail and Office projects in London including the American Express Head Office, Nike Concept Store and Diesel Stylelab. European leisure projects include boutique hotels in London and Paris and a luxury Spa in Spain. The Louise Bradley team have direct relevant experience in Dubai having worked on Aviation World, Dubailand, Dubai and Dubai Entertainment Centre and Mall.

MARKETING AGENTS

The properties will be marketed through a network of agents led by Asteco and Colliers International. Asteco will be responsible for the Middle East sector in addition to Asia, the Far East and India Colliers International will be responsible for Europe, Russia and North Africa. Asteco As the UAE's largest property sales and management company, Asteco has, since it's formation in 1985, become synonymous with quality real estate development through involvement in many of the projects that have defined the landscape of the UAE.

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They are renowned throughout the region for professionalism and service with a combination of local and international expertise, Asteco has become the undisputed expert used by many of the regions top property owners and developers. They also provide professional financial advice, especially on the structure of pricing and specification for upcoming real estate projects and as a result play a key role in the implementation and execution of marketing strategies for developers. Their range of services include; · · · · · · · · Sales ­ residential, commercial and retail Leasing ­ residential, commercial and retail Consultancy services Property marketing Feasibility studies Evaluations Research Investment

Colliers International Colliers International, a global affiliation of independently-owned real estate services firms with 9,327 employees in 241 offices in 54 countries, able to provide expert local real estate advice. As early as 1986, Colliers joined together commercial firms in Asia, Canada, the United States, Europe, the Middle East and Africa to provide consistent, superior service in multiple locations. As part of the Colliers Global network the middle east offices offer a full range of real estate consultancy services in all major market sectors covering offices; retail; residential; hotel and leisure as well as industrial properties. From their corporate offices in Abu Dhabi and Dubai they are market leaders providing a broad range of real estate services throughout the United Arab Emirates and Gulf region. Mandates can be undertaken directly from their UAE headquarters or where ever required and can service projects through various affiliates located in most regional satellite markets. Colliers International provide a multi lingual team of real estate professionals offering a truly in depth service gained from many years of active involvement in the Middle East real estate sector.

DESIGN IMPLEMENTATION METHODOLOGY

The methodology which we will be using for the construction and management of the development is in line with accepted good practice in the UK and internationally. Our appointed project managers throughout the project will act on our behalf under the overall direction of the project management team. The management of the project will follow the following format;

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Design Management a) b) c) d) The concept, brief and specifications are prepared by the project management team incorporating input from Blair Anderson, Asteco and Designteam. Designteam, London and Dubai will carryout the conceptual design works, from the brief and specifications prepared. The approved architectural concept, combined with the interior layouts, will be developed by Designteam into schematic plans, elevations and details. Designteam will appoint any other required consultants as appropriate which, may include consultants for Civil/Structural Engineering, Mechanical & Electrical, Value Engineering, HVAC, Landscaping/Irrigation, and Lighting. Designteam will coordinate and collate the required work from all the consultants drawing together the technical aspects of the project to produce final detailed tender drawings. Designteam will work in partnership with Arkiteknik to coordinate with all the local authorities in Dubai to complete all plans, details and technical drawings, specifications and other documents for the final submission to the local authorities in order to gain all necessary permissions to construct i.e. building certificates etc.

e)

Construction Management The construction management phase continues from the design management phase above as follows; a) Blair Anderson together with Arkiteknik will prepare and issue tender documents to selected relevant contractors, receive back and analyse all bids, and produce a full report on this analysis for the Project Management Team. The project Management Team together with Gulfstream will decide on the nominated contractor for the works. Blair Anderson in conjunction with Arkiteknik will draw up and issue the necessary contracts, with the approval of the Project Management Team, for the construction and completion of the project. Blair Anderson together with Arkiteknik will coordinate and project manage the site to completion, monitor the contractor's schedule of works and coordinate all aspects of the works through the main contractors and their sub-contractors, whether within the main contractor's works or specialist works e.g. landscape and externals as a separated nominated sub-contract. Blair Anderson in conjunction with Arkiteknik will issue all payment and completion certificates including Dubai Electricity and Water Authority (DEWA) requirements and all other local authorities' requirements to completion. Blair Anderson together with Arkiteknik will deal with all issues at completion including practical handover of the finished works, snagging schedules and remedial works as required. Blair Anderson in conjunction with Arkiteknik will draw up the final bill and, in conjunction with DLS, negotiate the final bills with contractors and report back to the Project Management Team for settlement.

b) c)

d) e)

f)

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PROJECT VARIABLES

The two main areas of any development appraisal in which any variation could have a significant impact on profitability are; Construction & Sale Prices With low acquisition and construction costs and an attractive cash flow profile, this project is disproportionately profitable when compared to other worldwide projects and therefore produces a return on capital in excess of normal international development profit margins. Developments within the UK would generally produce a return on costs between 15-20%. Whilst a higher return, normally 20-25%, might be expected from overseas development to compensate for the additional issues involved. This project is showing returns significantly in excess of this margin. As a result there is not the usual high degree of sensitivity to these variable risk factors. Nevertheless the methodology used in the management of this project is designed to apply the same tightly controlled structure which should apply to any project with a rigorous approach to maximising value for money under the construction contract and an ongoing assessment and adaptation of the product to the sales market. Construction Costs The construction contract will be awarded as a result of a competitive tendering process. The tender will be based on a detailed design and specification document but the contract will nevertheless be based on a fixed price design and build format to enable contractors to produce the most efficient construction costings and to offload all construction cost implications and risks onto the contractor. The advantage when undertaking cost analysis in Dubai is that there are many similar construction contracts being awarded for buildings of all types and sizes due to the current level of construction activity in the region. Blair Anderson, being active in the Dubai market, is fully aware of the current cost and pricing levels for all construction elements. The costs of construction in our feasibility study have been projected in line with current contract costs for property at this market level which can range between £60 - £100 psf depending on the actual finished specification. This development will tend towards the midupper range of these build costs, finished in quality materials, with prices aimed at the premium-priced sector of the market. Sales Projections We maintain awareness of the trends in specification and design and marketing prices for properties of all types throughout the region. We benefit from the ongoing advice and reports from advisors with access to their data and specialist research departments. Our sales projections are regularly updated therefore and reflect comparable evidence from current sales on similar developments.

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As with any property market, there are price differences between units of similar types and sizes when they are based in different locations. The quality of location and the site position in a development are relevant to the sales prices as indeed are the development specifications. The Isis units are targeted at the premium end of the current market in coastal developments. They are designed to appeal to both local and international markets enabling the units to be sold worldwide. This maximises the security of the sales projections as they are not dependant on top end purchasers or particular purchasers from the UK or Europe, or indeed any other specific economic region. In pricing the units we have used comparison with other developers who have sold recently in premium coastal developments or comparable locations.

TITLE AND LEGAL ISSUES

The purchase of the site has been affected by the purchase of a single purpose corporate vehicle (SPV) which holds the binding Sale and Purchase Agreement (SPA) for the land. Under this SPA the property is paid for by way of a series of land payments as required under the schedule of payments set out in the agreement. This agreement is in common format and is a well-recognized contract for the purchase of property from the government owned companies in the development zones throughout Dubai. Under this contract the Government owned Master Developer provides detailed guidelines for the design, construction and use of the building to be constructed on the property. These guidelines have already been provided enabling design work and construction to proceed without delay. Freehold title in Dubai The Property Law in relation to Real Property Registration in the Emirate of Dubai Law No. (7) of 2006 ("the Law") came into effect on 1 April 2006. This extends the right to own property in designated development areas to both foreign individuals and foreign companies. It provides for the registration with the Land Department of Dubai of both freehold and long leasehold titles. The sites for this project are being transferred with freehold title and in the UAE; freehold title has the same meaning as in the UK and other commonwealth jurisdictions. There is no restriction in the UAE Civil Code limiting the term of a lease, and 99-year leases to end users have become quite common throughout the market. The units we are producing in this development will either be sold as freehold or 99 year leaseholds with a management company contract in place for the management of the common areas in the development as would be the situation in a similar UK development.

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Property Law No.8 Property Law No. 8 (effective December 2007), Concerning Guarantee Accounts of Real Estate Developments in the Emirate of Dubai (the escrow law), regulates property developers by requiring all funds received in relation to a development be administered through an escrow account controlled by the Dubai Lands Department ` the Department'. The developer enters into an escrow agreement with the `account trustee', which is a bank or financial institution certified by the Department. The account trustee administers the guarantee account under the supervision of the Department and must provide regular statements to the Department. The escrow law applies to all developers who sell units off-plan (whether the development is in the planning or the construction phase) and receive payments from buyers or financiers before completion of the development. The purpose of the law is to protect the consumer by ensuring that the developer is utilising off plan sales receipts for the projects development and completion prior to taking profits.

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