Megaworld REIT MON 13 SEP 2021

Attractive yield with the longest

growth runway
MEG sells 37.5% of MREIT. Megaworld (MEG) will be raising Php15.3 Bil (including
overallotment) from the IPO of its REIT company, MREIT. MEG will be selling 844.3 Mil
shares plus an overallotment option of 105.5 Mil share of MREIT which in total is 37.5%
N/A
of MREIT. This was downsized from its original plan of selling 49% of REIT. At the offering
price of Php16.10 per share, MREIT will have a market capitalization of Php40.77 Bil. TICKER: MREIT
Majority BPO tenants with no POGO exposure. All of MREIT’s office buildings are PEZA- FAIR VALUE: N/A
accredited, therefore majority of its tenants are from the BPO sector. Companies in the BPO CURRENT PRICE: 16.00
and traditional office sectors account for 87% of MREIT’s total GLA. Richmonde Hotel Iloilo
accounts for 3% of total GLA while retail and other tenants occupy 3% of total GLA. As of UPSIDE: N/A
June 2021, 7% of MREIT’s GLA was vacant, but management indicated that occupancy rate
has improved in 3Q21. We note that MREIT does not have any POGO tenant.
SHARE PRICE MOVEMENT
Longest growth runway among listed REITs. By virtue of its Sponsor’s huge office
inventory and pipeline, MREIT has the biggest growth potential among listed REITs. Prior
to transferring the 10 buildings into MREIT, MEG had an office portfolio of around 66
buildings with a total GLA of 1.4 Mil sqm. Of that, only 217,600 has been transferred to
MREIT (excluding Richmonde Hotel Iloilo), which leaves MEG with around 1.2 Mil sqm of
office space that it can inject in the future into MREIT. If we only include PEZA-accredited
offices to ensure high levels of occupancy, MEG still has 1.1 Mil sqm of office space.
Initial asset injection expected in 1Q22, more in 2H22. In our most recent talk with
management, they shared that they have already reached an agreement to acquire Techno
Plaza 1, One Fintech Place, and Two Techno Place (44,100sqm in total) using debt. The
transaction is expected to be completed in 1Q22. Management also said that MEG plans
to inject another 50k sqm into MREIT in 2H22, either through debt-funded acquisition or a
tax-free exchange through an asset-for-share swap. These planned acquisitions will grow
MREIT’s portfolio by 42.4% in terms of GLA to 319,500 sqm by end 2022.
Attractive yield with superior growth runway. At Php16.10 per share, MREIT gives
investors an estimated yield of 6.09% (5.48% net of tax) for the period of July2021-June2022
with strong upside potential from organic and inorganic growth opportunities. The yield
offered by MREIT is higher than the 3.03 % average net-of-tax-yield of corporate bonds
and the 3.15% yield of 10-year government bond. In addition, REITs generally perform
better than equities in times of uncertainty. Looking at Singapore’s REIT index (FSTREI) and
main equity index (Straits Times Index or STI), the REIT index had an 8% return from start of
2019 to end 2020 while the STI declined 17% during the same period.
FORECAST SUMMARY
Fiscal year ending June (Php Mil) 2020 2021E 2022E 2023E
Revenues 2,166 2,247 2,497 2,633
% change y/y - 3.7% 11.1% 5.5%
EBIT 1,945 2,009 2,281 2,409
%change y/y - 3.3% 13.5% 5.6%
EBIT margin 89.8% 89.4% 91.3% 91.5%
Net Profit -333 3,718 2,296 2,425
%change y/y - -1215% -38.2% 5.6%
Net profit margin -15.4% 165.5% 91.9% 92.1%
EPS (in Php) -0.13 1.47 0.91 0.96
%change y/y - -1215% -38.2% 5.6%

RELATIVE VALUE Richard Lañeda, CFA

Dividend Yield (%) 0.0% 0.0% 5.7% 6.1%
Senior Research Manager
P/BV 4.90 0.81 0.81 0.81
richard.laneda@colfinancial.com
*So urce: M REIT, COL estimates

Disclaimer: All content provided in COL Reports are meant to be read in the COL Financial website. Accuracy and completeness of content cannot be guaranteed if reports are viewed outside of
the COL Financial website as these may be subject to tampering or unauthorized alterations.
 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

MEG sells 37.5% of MREIT

Megaworld (MEG) will be raising Php15.3 Bil (including overallotment) from the IPO of its
REIT company, MREIT. MEG will be selling 844.3 Mil shares plus an overallotment option
of 105.5 Mil share of MREIT which in total is 37.5% of MREIT. At the offering price of
Php16.10 per share, MREIT will have a market capitalization of Php40.77 Bil, making it the
second largest REIT in the Philippines.

Exhibit 1. Offering summary

Share for sale 844.3 Mil

Overallotment shares 105.5 Mil
Total shares outstanding 2.53 Bil
Max offer price Php16.10/sh
Max gross proceeds for MEG Php15.3 Bil
Market capitalization after offer Php40.77 Bil
Free float after offer (assuming overallotment) 37.5%
Source: MREIT

Use of proceeds

All proceeds from the IPO will be received by Megaworld as all shares up for sale are
secondary share. All proceeds raised by Megaworld must be reinvested within one
year. According to MEG’s reinvestment plan, they plan to invest the net proceeds in 21
commercial facilities comprised of 15 offices with retail components in Metro Manila,
Bacolod, Cebu, Davao, Iloilo, and Pampanga, five malls located within Bacolod, Cavite,
Pampanga, and Rizal, and one hotel, located in Cebu.

Company Background

MREIT is Megaworld’s REIT vehicle with an investment mandate and strategy of investing
in income-generating real estate that meets a select set of criteria, such as location,
property grade, type, and tenant profile. MREIT currently has 10 properties from
Eastwood City, McKinley Hill, and Iloilo Business Park with an aggregate portfolio GLA of
224,431sqm. All properties are Grade A and are PEZA-accredited and/or located inside
PEZA-accredited zones.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

MREIT’s sponsor, Megaworld is one of the Philippines’ leading real estate developers
in terms of revenues, number of projects and total project size. MEG is engaged in the
construction and operation of township projects that revolve around the live-work-play
concept. These township projects are comprised of residential projects, malls, offices, and
hotels that the company builds and operates.

All buildings are owned by MREIT while the land on which the properties are built on are
on a long-term lease (50 years) with its sponsor MEG.

Exhibit 2. List of assets

Asset name Location GLA PEZA status Asset and land ownership
1800 Eastwood Avenue Eastwood City 34,738.2 Accredited
1880 Eastwood Avenue Eastwood City 33,743.8 Accredited
One World Square McKinley Hill 30,481.7 Accredited
Two World Square McKinley Hill 21,286.4 Accredited Buildings are fully owned
Three World Square McKinley Hill 21,216.6 Accredited by MREIT while the land is
E-Commerce Plaza Eastwood City 20,940.2 Accredited leased from Megaworld
8/10 Upper McKinley McKinley Hill 19,937.5 Accredited for 50 yrs ( May 3, 2021 -
18/20 Upper McKinley McKinley Hill 19,413.8 Accredited May 3, 2071)
One Techno Place Iloilo Business Park 9,548.7 Accredited
Richmond Tower Iloilo Business Park 6,354.8 Accredited
Richmonde Hotel lloilo Iloilo Business Park 6,769.1 Accredited
Total 224,431

Source: MREIT

Land lease payments to start 2H23 and rates to double in

two years

Under MREIT’s land lease agreement with MEG, MREIT will only start paying rent on July
1, 2023. For the first two years, the rent is equivalent to 2.5% of gross rental income for
office properties, 2.5% of gross retail revenues for retail and other properties, and 1.5% of
hotel rental/revenues for hotel properties. The rates for all segments will double starting
July 1, 2025.

Higher rent payments should be considered when analyzing the future profitability of
MREIT. Nevertheless, based on our initial estimates, the profit impact of the higher rent
expense in 2H23 will be offset by the 3% growth in rental revenues. Historically, rental
revenues of MREIT have grown at a faster clip thus the higher rent expense in 2H23 is not
expected to result in lower profits. We also expect net income to remain in an uptrend in
2025, when rental rates double, although earnings growth will be slower.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

Majority BPO tenants with no POGO exposure

All of MREIT’s office buildings are PEZA-accredited, therefore majority of its tenants are
from the BPO sector. Companies in the BPO and traditional office sectors account for
87% of MREIT’s total GLA. Richmonde Hotel Iloilo accounts for 3% of total GLA while
retail and other tenants occupy 3% of total GLA. As of June 2021, 7% of MREIT’s GLA was
vacant, but management indicated that occupancy rate has improved in 3Q21. It is worth
noting that MREIT does not have any POGO tenant which is positive given the ongoing
contraction in the POGO sector.

Exhibit 3. Occupancy breakdown as of March 2021

Source: MREIT

Given that majority of MREIT’s tenants belong to the BPO and traditional office segment,
MREIT has a good tenant base in our view given the resilience of the BPO sector in the face
of the COVID-19 pandemic. Although MREIT has a hotel component through Richmonde
Hotel Iloilo, it has effectively removed the potential volatility of earnings by entering into
a lease contract with Megaworld under which Megaworld would lease Richmonde Hotel
Iloilo from MREIT for 25 years commencing June 1, 2021. Rental revenue from Richmonde
Hotel Iloilo is Php4.7 Mil per month until June 2032. From June 2032 onwards, rent will be
raised to Php3 Mil per month plus 5% of gross rental revenue per month.

Diversified BPO tenant base

While most of MREIT’s tenants come from the BPO sector, the concentration risk to any
specific tenant is small. MREIT’s biggest tenant accounts for just 6.4% of total GLA and
the top 10 tenants account for 40.7% of total GLA.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

Exhibit 4. Top 10 tenants

Tenant Sector Occupied GLA % of total GLA

Refinitiv Asia BPO 14,252 6.4%
IBM Business Services BPO 13,898 6.2%
Ingram Micro Philippines BPO BPO 10,569 4.7%
RMS Collect Phil., Inc. BPO 9,944 4.4%
Microsourcing Philippines, Inc. BPO 9,090 4.1%
NTT Data Services Philppines, Inc. BPO 7,296 3.3%
Wns Global Services Philippines BPO 6,950 3.1%
Google Services Philippines BPO 6,918 3.1%
Cognizant Technology Solutions BPO 6,918 3.1%
Iqvia Solutions Operations Center BPO 5,059 2.3%
Total 90,893.30 40.70%

Source: MREIT

A beneficiary of BPO resilience

MREIT, being a BPO-centric REIT, is a major beneficiary of the positive trend in the office
leasing sector. The Philippines BPO sector is one of the key drivers of the economy and has
demonstrated consistent growth over the last 10 years. Even in the face of the pandemic
last year, the sector’s revenues reached a new high of US$26.7 Bil from US$26.3 Bil in
2019.

According to Jones Lang Lasalle, the Philippines’ BPO industry is expected to recover
in 2021-2022, with projected revenue growth of between 3.2% to 5.5%, and projected
employment growth of between 2.7% and 5.0%. The BPO industry’s projected growth
is supported by long-term demand fundamentals which have remained intact despite
potential challenges from the COVID-19 pandemic and the growing work-from-home
trend.

First, BPO firms are required to provide 24/7 uninterrupted support services to the
various multinational companies they support. Second, BPO firms provide support
services that require strict data security and confidentiality, particularly for BPO firms
servicing clients in the financial services sector. Third, given the rising costs of offices
located in developed economies around the world, multinational companies looking to
reduce costs are expected to continue outsourcing operations to low cost, high service
quality outsourcing destinations like the Philippines.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

The government’s decision to stop awarding new PEZA-accreditations should also be

beneficial to MREIT. Given the shortage of new PEZA-accredited office supply in Metro
Manila, the PEZA-accredited inventory of MREIT will continue to enjoy high demand
and thus will unlikely be vacated by current tenants. The demand and supply imbalance
should support higher lease rates for PEZA-accredited spaces despite the expected
increase in overall office vacancy rates (Colliers expects vacancy rate in Metro Manila to
increase to 12.5% this year from 9.1% last year) as a result of pre-terminations and influx
of new supply.

Good quality, stable cash flow

We expect cash flows of MREIT to be quite stable going forward given the lengthy lease
contracts of tenants (5-10 years) with built-in escalation rates of between 5% and 10%
per annum. As of March 31, 2021, the average rental escalation for MREIT’s portfolio was
5.2%.

Concentration of lease expiry has also not been high historically. Based on its current
contracts with tenants, 3.2% of GLA will be expiring this year while 9.4% will expire in
2022. The highest will be in 2023 wherein 28.5% of GLA will expire. On average though,
expiring GLA per annum for 2021-2024 is around 13.4% of total GLA.

Exhibit 5. Lease expiry (in sqm)

Source: MREIT

MREIT has been successful in renewing leases with existing tenants at rental rates that
are in line with current market rates. In 2020, despite the COVID-19 pandemic, MREIT still
had an 87.7% retention rate. As of June 5, 2021, for the year-to-date, the retention rate
was 71.1% but the company was able to renew more leases and sign new ones during the
third quarter of the year, raising occupancy rate to almost 100%.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

Longest growth runway among listed REITs

By virtue of its Sponsor’s huge office inventory and pipeline, MREIT has the biggest growth
potential among listed REITs. Prior to transferring the 10 buildings into MREIT, MEG had
an office portfolio of around 66 buildings with a total GLA of 1.4 Mil sqm. Of that, only
217,600 has been transferred to MREIT (excluding Richmonde Hotel Iloilo), which leaves
MEG with around 1.2 Mil sqm of office space that it can inject in the future into MREIT.
If we only include PEZA-accredited offices to ensure high levels of occupancy, MEG still
has 1.1 Mil sqm of office space. This does not even include office projects in the pipeline.

With 1.1 Mil sqm of PEZA-accredited office space remaining in MEG’s current portfolio,
MREIT has the potential to grow its current portfolio by almost fivefold. This does not
include the 177,700sqm of additional office space in MEG’s pipeline. In Exhibit 6, we
compared the size of PEZA-accredited office assets of the various REITs (MREIT, AREIT,
RCR, and FILRT) and MREIT has a clear advantage over the others.

Exhibit 6. Growth potential of listed REIT

Current Assets with potential for Growth

in GLA portolio REIT infusion* potential
MREIT 224,431 1,100,000 490%
AREIT 246,700** 960,500 389%
RCR 425,316 296,000 70%
FILRT 301,361 71,500 24%
DDMPR 172,252 40,744 24%

*Only includes PEZA-accredited office assets for MREIT, AREIT, RCR, and FILRT
** Does not include land assets and assets in pending asset-for-share swap with ALI
Source: MEG, ALI, RCR, FILRT, DDMPR

Initial asset injection expected in 1Q22, more in 2H22

In June 2021, MREIT and MEG entered a Memorandum of Understanding for MREIT to
pursue the acquisition of four office projects owned by Megaworld that fit the Company’s
investment strategy to increase potential opportunities for future income and capital
growth of the Company, in order to secure income growth and provide a competitive
investment return to its shareholders. The assets under this MOU are Techno Plaza 1,
Cyber One Building, One Fintech Place, and Two Fintech Place, which combined have a
GLA of 71,335.4 sqm.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

Exhibit 7. Target assets under MOU with MEG

Asset name Location GLA

Techno Plaza 1 Eastwood City 15,057.5
Cyber One Building Eastwood City 27,236.1
One Fintech Place Iloilo Business Park 18,232.9
Two Techno Place Iloilo Business Park 10,808.9
Total 71,335.4

Source: MREIT

In our most recent talk with management, they shared that they have already reached
an agreement to acquire Techno Plaza 1, One Fintech Place, and Two Techno Place
(44,100sqm in total) using debt. The transaction is expected to be completed in 1Q22.
Management also said that MEG plans to inject another 50k sqm into MREIT in 2H22,
either through debt-funded acquisition or a tax-free exchange through an asset-for-
share swap. These planned acquisitions will grow MREIT’s portfolio by 42.4% in terms
of GLA to 319,500 sqm by end 2022. Similar to other REITs, the management of MREIT
assured us that future asset injections will be yield-accretive.

Exhibit 8. Portfolio growth projection

Source: MREIT

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

Immediate upside to projected yields

MREIT is projecting to payout Php2.3 Bil for its FY22 and Php2.48 Bil for its FY23 operations.
These dividend payout projections already factor in capital expenditures needed to
maintain the quality of assets and also adds back non-cash items like interest expense
(mostly from deferred items) and straight-line rent adjustments. Given that MREIT uses
fair value accounting, investment properties are stated at fair value so no depreciation
expenses are incurred.

Exhibit 9. MREIT projections under the REIT plan

July2021-June2022 July2022-June2023
Revenues 2,497.10 2,633.40
Net income 2,295.70 2,425.20
Income from deferred credits -32.00 -37.00
Interest expense 33.80 35.50
Straight-line rent adjustments 44.50 98.50
Capital expenditure -37.60 -40.40
Adjusted funds from operations 2,304.40 2,481.80
Dividends 2,304.40 2,481.80
Dividends per share 0.91 0.98
IPO price: Php16.10
Dividend yield 5.65% 6.09%
Source: MREIT

These projections from MREIT, however, are based on data available as of March 2021
and does not capture the improvement in occupancy and the upcoming acquisition
of 44,100sqm of office space from MEG. According to management, MREIT’s average
occupancy rate as of September 2021 is close to 100%, an improvement from 93% as of
March 2021 and is higher than the projected 96% and 98% occupancy rate for FY22 and
FY23. The improvement in occupancy rate is expected to add Php0.02 to the projected
DPS for FY22 and possibly Php0.01 for FY23.

The acquisition of 44,100 sqm of office space, which management expects to be completed
in 1Q22, is also not factored into MREIT’s projections. Based company estimates, the
newly acquired assets could add another Php0.03 to its FY22 DPS for given its half-year
contribution and Php0.06/sh to its FY23 DPS given its full-year contribution.

Lastly, we expect MREIT to payout as dividends the retained earnings of the company as
of June 2021, which is estimated to be around Php0.02sh.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

In total, the upside to MREIT’s projected dividend per share based on the recent
developments is around Php0.07/sh for both FY22 and FY23. We note that this does not
yet include the planned acquisition of another 50,000 sqm of office space in 2H22.

Exhibit 10. Estimated DPS and yield upside

in Php July2021-June2022 July2022-June2023

Dividend per share according to REIT plan 0.91 0.98
+ Retained earnings as of June 2021 0.02
+ Increased occupancy rate 0.02 0.01
+ Debt-funded acquisition of 44k sqm 0.03 0.06
Total 0.98 1.05
IPO price: Php16.10
Dividend yield 6.09% 6.52%

Source: MREIT, COL estimates

Attractive yield with superior growth runway

At Php16.10 per share, MREIT gives investors an estimated yield of 6.09% (5.48% net of
tax) for the period of July2021-June2022 with strong upside potential from organic and
inorganic growth opportunities. This makes MREIT a very attractive income-generating
investment. The yield offered by MREIT is higher than the 3.03 % average net-of-tax-yield
of corporate bonds and the 3.15% yield of 10-year government bond. In addition, REITs
generally perform better than equities in times of uncertainty. Looking at Singapore’s
REIT index (FSTREI) and main equity index (Straits Times Index or STI), the REIT index had
an 8% return from start of 2019 to end 2020 while the STI declined 17% during the same
period.

Exhibit 11. 2019-2020 FSTREI vs STI performance

Source: Bloomberg

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

Exhibit 12. Projected 2022 dividend yield

FY22E Div yield

AREIT 5.01%
MREIT 4.5%*
FILRT 5.60%
RLC REIT 5.00%
Source: COL estimates, FILRT, RCR, DDMPR, MREIT

In addition to an attractive dividend yield, MREIT offers investors a very long runway for
growth that could potentially improve dividend yield in the future. MEG still has 1.1 Mil
sqm of PEZA-accredited office space in its portfolio, not including those in the pipeline.
Based on the portfolios of their respective sponsors, MREIT offer the longest growth
runway. MREIT expects to grow its portfolio as early as 1Q22 with the acquisition of 44,100
sqm and looks to add another 50,000 sqm before the end of 2022. Management assures
investors that acquisitions will be done only if it will lead to higher DPS for shareholders.

Risks

Higher interest rates. If interest rates go up, better options may emerge from the bond
market. As such, funds could flow out of REITs such as MREIT into bonds or other higher-
yielding assets.

Acquisition risk. The planned acquisition of 44,100sqm of office space could be delayed
and this would negatively affect dividend yield estimates. However, should the acquisition
not push through, the dividend yield for FY22 would be 5.96%, which is still attractive
compared to fixed income instruments and other REIT companies.

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 COMPANY UPDATE I MREIT: ATTRACTIVE YIELD WITH THE LONGEST GROWTH RUNWAY

MON 13 SEP 2021

IMPORTANT RATING DEFINITIONS

BUY
Stocks that have a BUY rating have attractive fundamentals and valuations based on our analysis. We expect the share price to outperform the market in the next six to
12 months.

HOLD
Stocks that have a HOLD rating have either 1) attractive fundamentals but expensive valuations 2) attractive valuations but near-term earnings outlook might be poor
or vulnerable to numerous risks. Given the said factors, the share price of the stock may perform merely in line or underperform in the market in the next six to twelve
months.

SELL
We dislike both the valuations and fundamentals of stocks with a SELL rating. We expect the share price to underperform in the next six to12 months.

IMPORTANT DISCLAIMER
Securities recommended, offered or sold by COL Financial Group, Inc. are subject to investment risks, including the possible loss of the principal amount invested.
Although information has been obtained from and is based upon sources we believe to be reliable, we do not guarantee its accuracy and said information may be
incomplete or condensed. All opinions and estimates constitute the judgment of COL’s Equity Research Department as of the date of the report and are subject to change
without prior notice. This report is for informational purposes only and is not intended as an offer or solicitation for the purchase or sale of a security. COL Financial and/
or its employees not involved in the preparation of this report may have investments in securities of derivatives of the companies mentioned in this report and may trade
them in ways different from those discussed in this report.

COL RESEARCH TEAM

APRIL LYNN TAN, CFA

FIRST VICE PRESIDENT & CHIEF EQUITY STRATEGIST
april.tan@colfinancial.com

CHARLES WILLIAM ANG, CFA GEORGE CHING RICHARD LAÑEDA, CFA

HEAD OF RESEARCH SENIOR RESEARCH MANAGER SENIOR RESEARCH MANAGER
charles.ang@colfinancial.com george.ching@colfinancial.com richard.laneda@colfinancial.com

JOHN MARTIN LUCIANO, CFA FRANCES ROLFA NICOLAS JUSTIN RICHMOND CHENG
SENIOR RESEARCH ANALYST RESEARCH ANALYST SENIOR RESEARCH ANALYST
john.luciano@colfinancial.com rolfa.nicolas@colfinancial.com justin.cheng@colfinancial.com

ADRIAN ALEXANDER YU KERWIN MALCOLM CHAN

SENIOR RESEARCH ANALYST RESEARCH ANALYST
adrian.yu@colfinancial.com kerwin.chan@colfinancial.com

COL FINANCIAL GROUP, INC.

2402-D EAST TOWER, PHILIPPINE STOCK EXCHANGE CENTRE,
EXCHANGE ROAD, ORTIGAS CENTER, PASIG CITY
PHILIPPINES 1605
TEL NO. +632 636-5411
FAX NO. +632 635-4632
WEBSITE: www.colfinancial.com

COL Financial Group, Inc. 12