NZX Announcement from NPT Limited

27 March 2017
NZX Announcement from NPT Limited
UPDATE ON PROPOSED TRANSACTION WITH KIWI PROPERTY GROUP LIMITED
NPT Limited (NPT) wishes to update shareholders that, further to its announcement of
3 March 2017, it expects to conclude arrangements with Kiwi Property Group Limited
(Kiwi Property) regarding its proposal to NPT in the next few days, and to call a special
meeting of shareholders at that time. It anticipates that the special meeting of
shareholders will be held in April.
As soon as discussions with Kiwi Property have been concluded, a further announcement
about the proposed transaction will be made. Pending that announcement, NPT wishes
to provide the following information for shareholders:
Kiwi Property Proposal
Under the Kiwi Property Proposal, and subject to certain conditions including the
approval of shareholders, it is intended that:
 A Kiwi Property subsidiary will sell The Majestic Centre and North City Shopping
Centre (the Kiwi Properties) to two NPT subsidiaries for a total consideration of
$230 million, being a price supported by independent market valuations dated
31 December 2016;
 Kiwi Property will pay NPT a one-off amount of $6 million to acquire the right to
manage NPT and its property portfolio; and
 Kiwi Property will subscribe for new, fully paid ordinary shares in NPT and become a
cornerstone shareholder in NPT, with a shareholding (including any shares held by
Kiwi Property prior to the subscription for shares) of approximately 19.9%.
NPT and its subsidiaries propose to fund the acquisition of the Kiwi Properties through
additional bank borrowings and by making a pro rata entitlement offer of new shares to
eligible existing shareholders, together with the placement of new shares to Kiwi
Property as described above. Further details of the proposed transaction and
entitlement offer will be provided to shareholders in the notice of special meeting.
Dividend guidance
On 9 March 2017, NPT declared a dividend for the third quarter of the 31 March 2017
financial year of 0.90 cents per share, payable on 30 March 2017.
NPT’s dividend guidance for the year ending 31 March 2017 is 3.60 cents per share
1
, and
is consistent with its dividend policy of paying out between 90% and 100% of
Distributable Profit
2
. However, in the event that the Kiwi Property Proposal proceeds,

1
Based on the number of shares on issue at the date of this announcement.
2
Distributable Profit is net profit before taxation adjusted for non-cash items and/or non-recurring items less
current tax. The NPT Board considers Distributable Profit as an appropriate measure to evaluate the impact
of the Kiwi Property Proposal relative to GAAP profit measures as it removes the impacts of investment
property revaluation gains and other one-off items. A reconciliation of Distributable Profit for the year to 31
March 2016 against Net Profit before Taxation is contained in Note 8 to NPT’s annual financial statements for
the year ended 31 March 2016.

the fourth quarter dividend per share (payable in respect of the 31 March 2017 financial
year), would be adjusted to reflect the increased number of shares on issue as a result
of the proposed entitlement offer. Shareholders who take up all their entitlements under
that offer and subscribe for new shares will receive the full benefit of that dividend as if
there had been no adjustment; that is, a cash amount equal to 0.9 cents per share
based on the number of shares on issue today. NPT intends to pay its dividend for the
fourth quarter of the 31 March 2017 financial year in May 2017.
In respect of dividend guidance for the year to 31 March 2018, if the Kiwi Property
Proposal proceeds, the Board expects to at least maintain its dividend guidance of 3.60
cents per share on all shares, including those issued under the Kiwi Property Proposal. If
the Kiwi Property Proposal does not proceed, the Board will review its dividend guidance
for the year to 31 March 2018, but advises shareholders that it expects that transaction
costs incurred in respect of the Kiwi Property Proposal will negatively impact dividends
for that financial year.
Shareholders will receive a further update on dividend guidance in the notice of special
meeting to be sent to shareholders once negotiations with Kiwi Property are concluded.
Notice of special meeting
Shareholders are urged to read carefully all information that will be sent to shareholders
as the notice of special meeting will contain important information relating to the Kiwi
Property Proposal.
ENDS
Tony Osborne
Chief Executive Officer
NPT Limited
T 09 302 4586
M 021 606 088
E tony@npt.co.nz
Any media inquiries to be directed to:
Karyn Arkell
027 475 3511