Announcement of NPT Shareholder Meeting
NZX Announcement 30 March 2017
NPT and Kiwi Property agree terms - Notice of Meeting issued
Kiwi Property Proposal
NPT Limited advises shareholders that it has now finalised terms and entered into conditional
agreements with Kiwi Property Group Limited (Kiwi Property) to give effect to the proposal it
received from Kiwi Property (Kiwi Property Proposal) in December last year. A Notice of
Meeting has now been issued for a special meeting of shareholders to be held on 21 April
2017 so that shareholders can consider and vote on this.
The NPT Board supports the Kiwi Property Proposal, which it considers to be a
transformational transaction that would reposition NPT with the scale and resources to best
serve its shareholders’ interests into the future, and unanimously recommends shareholders
vote in favour of the proposal.
The Kiwi Property Proposal includes the purchase of The Majestic Centre in Wellington and the
North City Shopping Centre in Porirua (together, the Kiwi Properties) by two NPT
subsidiaries, and a management agreement whereby Kiwi Property proposes to manage the
NPT Group and its property portfolio.
Under the Kiwi Property Proposal:
the Kiwi Properties will be sold 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
the NPT Group and its property portfolio under the terms of a management agreement.
The management agreement may be terminated by NPT or Kiwi Property after five years
upon payment to Kiwi Property of a termination fee;
1
and
Kiwi Property will subscribe for new, fully paid ordinary shares in NPT and become a
cornerstone shareholder in NPT, with a shareholding of approximately 19.9%.
NPT and its subsidiaries propose to fund the acquisition of the Kiwi Properties through
additional bank borrowings of approximately $87 million and by making a pro-rata entitlement
offer of new shares to eligible NPT shareholders to raise approximately $94 million (the
1
In the event of NPT exercising this right of termination, Kiwi Property will be entitled to a termination fee equal to
the higher of 2.5% of NPT’s “Total Assets” and “Fair Market Value” (each as defined in the management agreement).
In the event of Kiwi Property exercising this right of termination, Kiwi Property will be entitled to a termination fee
equal to 2.5% of “Total Assets” (as defined in the management agreement).
Entitlement Offer), together with the placement of new shares to Kiwi Property as described
above.
If the Kiwi Property Proposal proceeds it is expected to result in an approximately 7% increase
in pro forma dividends per share for the year to 31 March 2018 (on a pro forma basis
assuming that the transactions had occurred on 1 April 2017), subject to the outcome of the
Entitlement Offer.
2
NPT is pleased to call a special meeting of shareholders, to be held at 11:00 a.m. on 21 April
2017 at Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland,
to seek approval for the acquisition of the Kiwi Properties and the issue of shares to Kiwi
Property.
If this resolution is approved, NPT will progress the Entitlement Offer. While the terms of the
Entitlement Offer are yet to be determined, it is expected to commence following the special
shareholder meeting, with an offer document to be sent to all shareholders in late April 2017.
Conditions
In the event of any of the following circumstances, the conditions to the agreements for the
purchase of the Kiwi Properties will not be satisfied and, unless waived by the relevant party,
the Kiwi Property Proposal will not proceed:
the resolution to approve the transactions with Kiwi Property is not approved;
the Entitlement Offer is unsuccessful;
NPT is unable to finalise its funding arrangements to acquire the Kiwi Properties; or
the Overseas Investment Office declines approval to the acquisition of the Kiwi Properties.
The conditions must be satisfied by 21 April 2017 (in the case of the shareholder approval
condition), 31 May 2017 (in the case of the funding and Entitlement Offer conditions), and
within 60 working days of the passing of the shareholder resolution (in the case of the
approval of the Overseas Investment Office - this date may be extended for a period of two
months at the request of NPT subsidiaries if the condition is not satisfied by this date).
2
FY18F pro forma Distributable Profit per share post the Kiwi Property Proposal based on the expected incremental
earnings from the Kiwi Properties and proposed funding structure assuming they are acquired on 1 April 2017 and
assumes a full year contribution to Distributable Profit. 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. Schedule 2 of the Notice of
Meeting provides a reconciliation of NPT’s forecast FY18F net profit before taxation and Distributable Profit following
the Kiwi Property Proposal. Pro forma dividends per share for FY18F are based on a pay-out of approximately 96% of
FY18F Distributable Profit, resulting in a dividend of 3.85 cents per share.
Resolutions relating to NPT board composition
The Notice of Meeting also contains resolutions from Augusta Capital Limited (Augusta)
regarding proposed changes to the NPT Board, to be considered and voted on at the special
shareholders meeting. It is the Board’s view that these resolutions are without merit, and
therefore urge shareholders to vote against them.
The existing Board has already been substantially refreshed and, in the last month, a new
Chair appointed, whilst at the same time retaining important institutional knowledge.
Chairman Tony Sewell said:
“Shareholders should understand that, not only are board changes at this time an
unnecessary distraction, but if there is a change to the composition of the Board at the
special shareholders meeting, even if shareholders vote in favour of the Kiwi Property
Proposal, there can be no guarantee as to what sort of transaction, if any, a revised
Board may pursue.”
Augusta has advised NPT that it has withdrawn its request that the special shareholders
meeting discuss its own proposal, issued on 28 October 2016.
Important information
The Notice of Meeting contains important information relating to the Kiwi Property Proposal
and shareholders are urged to read this and all information provided carefully and to exercise
their voting rights in person or by providing a proxy.
The NPT Board considers the transactions outlined are in the best long-term interests of NPT
and looks forward to the opportunity to discuss the important matters before the Company
with as many shareholders as possible at the upcoming special shareholders meeting.
ENDS
Tony Sewell
Chairman
NPT
021 338 081
Any media inquiries to be directed to:
Karyn Arkell
027 475 3511
---
Kiwi Property Proposal
March 2017
2
Disclaimer
This presentation has been prepared by NPT Limited (“NPT”) in relation to the Kiwi Property Proposal and the proposed Entitlement Offer of new fully paid ordinary shares (“New Shares”)
in NPT to eligible shareholders under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (“FMCA”).
The New Shares will have identical rights, privileges, limitations and conditions as NPT’s existing ordinary shares (“Existing Shares”) that are listed on the NZX Main Board under NPT’s
ticker code (NPT). The New Shares will be of the same class as the Existing Shares for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014.
NPT is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (“NZX”) for the purpose of that information being made available to participants
in the market and that information can be found by visiting www.nzx.com/companies/NPT.
The Existing Shares are the only securities of NPT that are currently quoted.
Investors should look to the market price of the Existing Shares to find out how the market assesses the returns and risk premium for those shares.
This presentation does not constitute a recommendation by NPT, Kiwi Property Group Limited (“KPG”) or Forsyth Barr Limited (“Lead Manager”), nor any of their respective directors,
officers, employees, affiliates or agents to subscribe for, or purchase, any of the New Shares. To the extent permitted by law, none of NPT, KPG, the Lead Manager nor any of their
respective directors, officers, employees, affiliates or agents accept any liability whatsoever for any loss arising from this presentation or its contents, or otherwise in connection with the
Entitlement Offer or any person’s investment in these New Shares.
This presentation contains summary information which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be
complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in NPT or that would be required in a product disclosure
statement for the purposes of the FMCA. The historical information about NPT in this presentation is, or is based on, information that has been released to NZX. This presentation should
be read in conjunction with NPT’s other periodic and continuous disclosure announcements, which are available at the website noted above. Any past performance information given in
this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
This presentation contains certain “forward-looking statements” such as indications of future earnings and financial position and performance. Forward-looking statements are inherently
uncertain and no assurance can be given that actual outcomes will not materially differ from the forward-looking statements.
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire NPT shares, and has been prepared without taking into account
the objectives, financial situation or needs of any person. Before making an investment decision, you should consider the appropriateness of the information having regard to your own
objectives, financial situation and needs and consult an NZX Participant, or solicitor, accountant or other professional advisor if necessary.
This presentation is not an offer to sell or the solicitation of an offer to purchase or subscribe for the New Shares and no part of it shall form the basis of or be relied upon in connection with
any contract or commitment whatsoever. The information in this document is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of
preparation, but its accuracy, correctness and completeness cannot be guaranteed.
New Shares are intended to be quoted on the NZX Main Board following the issue of these shares. However, NZX accepts no responsibility for any statement in this document. NZX is a
licensed market operator, and the NZX Main Board is a licensed market under the FMCA.
Capitalised terms used in this presentation, which have not been defined in this presentation have the meaning given to them in the Notice of Meeting dated 30 March 2017.
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of
these figures may differ from the figures set out in this presentation.
3
Agenda
1.Introduction
2. Summary of the Kiwi Property Proposal
3. Rationale for the Kiwi Property Proposal
4. Risks and mitigation strategies
5. Portfolio summary
1. Introduction
5
Introduction
During the course of 2016, NPT received a number of transformational proposals, including from Kiwi
Property Group Limited (“Kiwi Property”) (the “Kiwi Property Proposal”) and Augusta Capital Limited
(“Augusta”)
The Board of NPT has undertaken a thorough review and commissioned advice from independent
advisors Northington Partners to determine which of the proposals would likely provide the best
opportunity to create long-term value for shareholders (including an evaluation of the status quo)
Following this review, and the advice of Northington Partners, the Board of NPT has concluded that the
Kiwi Property Proposal is likely to deliver the best short and long-term benefits for NPT and shareholders
NPT has subsequently negotiated the terms and, on 27 March 2017, executed the documentation to
support implementation of the Kiwi Property Proposal, including the Sale and Purchase Agreements,
Management Agreement, Share Subscription Agreement for Kiwi Property’s equity investment and debt
funding
Hence, with these commercial agreements in place, the Kiwi Property Proposal is now only subject to
shareholder approval and limited other conditions
The Board of NPT has released a Notice of Meeting and accompanying materials explaining the Kiwi
Property Proposal, and recommends that shareholders vote in favour of Resolution 1 (to approve the Kiwi
Property Proposal)
The Notice of Meeting also contains certain resolutions proposed by Augusta (Resolutions 2-6). The Board
of NPT recommends that shareholders vote against Resolutions 2-6
2.Summary of
the Kiwi Property Proposal
7
Summary of the Kiwi Property Proposal
NPT subsidiaries will purchase The Majestic Centre in central Wellington and North City Shopping
Centre in Porirua (together the “Kiwi Properties”) from a Kiwi Property subsidiary for total
consideration of $230 million. This price is supported by independent market valuations dated
31 December 2016, which were jointly commissioned by Kiwi Property and NPT
The consideration from NPT is expected to be funded through
1
:
─an extension of NPT’s bank facilities of up to $170 million (an additional $86.6 million drawn);
─a proposed entitlement offer to raise approximately $93.9 million (the “Entitlement Offer”); and
─Kiwi Property subscribing for 19.9% of new NPT shares which is expected to raise
approximately $47.9 million
In addition, Kiwi Property will acquire the right to manage NPT and its property portfolio under the
terms of the Management Agreement in return for a one-off $6 million cash payment to NPT
2
The Kiwi Property Proposal is conditional upon shareholders approving Resolution 1, the
successful execution of the Entitlement Offer, NPT obtaining sufficient funding for the Kiwi Property
Proposal on terms acceptable to NPT and approval from the Overseas Investment Office
¹ The numbers are approximate and subject to change, dependent on the terms and outcome of the Entitlement Offer and the prevailing value of shares.
2
If one of the sale and purchase agreements was terminated due to the property becoming “untenantable” (as defined in the sale and purchase agreements), NPT could elect to proceed with only one sale and
purchase agreement. In this event, Kiwi Property would pay $4 million to NPT in consideration for the entry into the Management Agreement and would subscribe for such number of new shares so that it would hold
approximately 11% of the total number of shares on issue post the Entitlement Offer.
8
Key highlights of the Kiwi Property
Proposal to NPT and NPT shareholders
Provides the best opportunity to create long-term value for shareholders when weighed against
alternatives presented to NPT, including the status quo
Expected to drive a 9.7% increase to FY18F
1
pro forma Distributable Profit per share and a 7.0%
increase to FY18F pro forma dividend per share
2
depending on the terms of the Entitlement Offer
3
More than doubles the size of NPT’s property portfolio, from a value of $170 million to over $400 million
4
Provides a platform for future growth including through access to management from Kiwi Property
Market leading management contract with a right for NPT to terminate without cause after five years
5
Increased market capitalisation post-completion of the Kiwi Property Proposal, which is expected to
enhance liquidity and market coverage
Management expense ratio
6
reduced from 1.3% in FY16 to approximately 0.7% per annum
7
1
NPT’s forecast consolidated financial performance for the year ending 31 March 2018.
2
Based on a 3.85 cents per share FY18F pro forma dividend if the Kiwi Property Proposal is approved, relative to a 3.60 cents per share FY18F dividend on a standalone basis.
3
Standalone Distributable Profit per share based on FY18F forecast Distributable Profit per share of 3.75 cents for NPT’s existing business adjusted by a factor of 0.975 to reflect the pro rata bonus element of the
Entitlement Offer assuming a 1-for-1 Entitlement Offer at $0.58 per New Share; an existing share price of $0.61 as of 24 March 2017; and shares issued to Kiwi Property at a theoretical ex-rights price of $0.595. FY18F
pro forma Distributable Profit per share post the Kiwi Property Proposal based on the expected incremental earnings from the Kiwi Properties and proposed funding structure assuming they are acquired on 1 April 2017
and assumes a full year contribution to Distributable Profit. 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. Schedule 2 of the Notice of Meeting provides a reconciliation of NPT’s forecast FY18F net profit before taxation and
Distributable Profit following the Kiwi Property Proposal.
4
Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on an as complete basis assuming all seismic strengthening work has been
completed.
5
Termination by NPT can be made at any time after the fifth anniversary of the commencement date of the Management Agreement upon six months’ notice if approved by an Ordinary Resolution of shareholders
(excluding Kiwi Property and its Associated Persons) and upon payment of a termination fee equal to the higher of 2.5% of NPT’s “Total Assets” and “Fair Market Value” (each as defined in the Management
Agreement). Kiwi Property also has the ability to terminate the Management Agreement at any time after the fifth anniversary of the commencement date of the Management Agreement on six months’ notice. In the
case of such termination by Kiwi Property, NPT must pay a termination fee to Kiwi Property equal to 2.5% of NPT’s “Total Assets” (as defined in the Management Agreement).
6
The ratio of indirect operating expenses to total assets. Indirect operating expenses include the administration expenses of NPT and the “Fund Management Fee” (as defined in the Management Agreement) payable
under the Management Agreement (but excluding any “Performance Fee” (as defined in the Management Agreement)).
7
Based on the size of the NPT portfolio at the time of settlement of the acquisition of the Kiwi Properties and a full 12 months of operating expenses following the commencement of the Management Agreement.
1
As of 31 December 2016.
2
The capitalisation rate represents the rate utilised by property valuers and applied to the net income of the property (assuming fully leased) to derive its valuation (with adjustments for market rent variations)
(from 31 December 2016 valuations).
3
Passing yield represents the sum of total rent and expense recoveries from tenants less the total outgoing property expenses divided by the independent valuation.
4
The independent valuation dated 31 December 2016 assumes that all components of North City Shopping Centre have NBS ratings in excess of 67%. Under the North City sale and purchase agreement,
Kiwi Property Holdings Limited is to undertake work at North City Shopping Centre, with work expected to bring all areas of that property up to at least 67% of NBS.
The Majestic Centre, Wellington CBD
1
Value $121.8 million
Net lettable area 24,473 sqm
Capitalisation rate
2
7.25%
Passing yield
3
6.37%
Occupancy 91.8%
WALT 5.5 years
North City Shopping Centre, Porirua
1
Value
4
$114.0 million
Net lettable area 25,071 sqm
Capitalisation rate
2
7.63%
Passing yield
3
7.97%
Occupancy 99.5%
WALT 3.4 years
9
Adds two quality properties to NPT’s
portfolio
One of Wellington’s most recognisable office towers, The
Majestic Centre offers 21 levels of office accommodation, as
well as ground floor retail and six levels of basement parking
Kiwi Property has recently completed a major seismic
strengthening project costing approximately $84 million, which
has increased the strength of the building’s main tower to
100% of New Building Standard (NBS)
Major tenants include Opus International Consultants,
Earthquake Commission, Ernst & Young, Summerset, NZ
Trade & Enterprise, Cigna Life and the Government of Japan
Fully enclosed two-level regional shopping centre
Located within Porirua’s town centre, the centre is anchored
by Kmart, Farmers and Reading Cinemas and is adjacent to a
New World supermarket (under separate ownership)
The centre has four mini-major tenancies (Whitcoulls, Paper
Plus, Baby Factory, Life Pharmacy) and 86 specialty retail,
kiosk and food court tenancies
Level three of the property has office accommodation, which
provides nine suites occupied by predominantly medical and
community services tenants
10
On completion of the Kiwi Property
Proposal, NPT will target superior returns
and growth through a ‘Core-Plus’ strategy
NPT to adopt
‘Core-Plus’
investment strategy
Strategy will target a diversified property portfolio, spread across the main centres
of Auckland, Wellington and Christchurch, with selected provincial exposures
NPT’s ‘Core-Plus’ investment strategy differs from Kiwi Property’s current ‘Core’
investment strategy, thereby enabling Kiwi Property to assist NPT to source
opportunities
NPT to continue to
target superior
returns
Targeting potential acquisitions with long-term total returns greater than 10% per
annum, supported by:
–careful selection of higher-yielding assets
–astute judgement of risk
–application of intensive asset management
–avoidance of hotly contested, lower yielding, premium assets targeted by the
larger institutional and global investors
Greater scale
provides platform for
growth
NPT will have a scalable property platform to acquire additional properties and
recycle existing assets to improve portfolio metrics
Larger scale and market capitalisation also provides greater access to equity
capital markets
11
Consideration and funding of the Kiwi
Property Proposal
Funding for the Kiwi Property Proposal is expected to be derived from
1
:
–$86.6 million of bank debt under extended bank debt facilities
–the $93.9 million Entitlement Offer
–the issuance of 80.5 million of new shares to Kiwi Property for approximately $47.9 million
2
–a $6 million payment to NPT for entering into the Management Agreement
The issuance of new shares to Kiwi Property will result in Kiwi Property becoming a cornerstone 19.9% shareholder in NPT (post-completion
of the Entitlement Offer)
Depending on the terms and outcome of the Entitlement Offer, gearing at completion of the Kiwi Property Proposal (FY18F pro forma) is
expected to be approximately 35%
NPT Group Sources
1
$ million
NPT Group Uses
1
$ million
Payment from Kiwi Property for the Management Agreement
3
6.0
Acquisition of the Kiwi Properties
230.0
New shares issued to Kiwi Property
2
47.9
Transaction costs
4
4.4
New Shares issued under the Entitlement Offer
93.9
Extension of existing debt facilities
86.6
Total sources
234.4
Total uses
234.4
1
With the exception of the payment received for the Management Agreement and the payment made for the acquisition of the Kiwi Properties, the numbers shown are necessarily approximations as the final
numbers will depend on the terms and outcome of the Entitlement Offer and the prevailing value of new shares.
2
The new shares issued to Kiwi Property in part consideration for the acquisition of the Kiwi Properties will be issued so as to provide Kiwi Property an approximately 19.9% shareholding in NPT post the
Entitlement Offer and the issue of shares to Kiwi Property, at an issue price based on the volume weighted average price of shares traded on the Main Board over the 10 trading days up to the date that the
Entitlement Offer commences (adjusted for the impact of the Entitlement Offer), provided that if one of the sale and purchase agreements is terminated then Kiwi Property will be issued an amount of new shares
which would result in an approximately 11% shareholding in NPT post the Entitlement Offer and the issue of shares to Kiwi Property. For the purposes of the indicative funding sources, Kiwi Property is assumed
to hold 19.9% of NPT’s shares on issue post the Entitlement Offer. The new shares issued to Kiwi Property are assumed to have a value of approximately $47.9 million but this may vary depending on the number
of New Shares issued under the Entitlement Offer and the prevailing value of Shares.
3
If one of the sale and purchase agreements is terminated then the payment from Kiwi Property for the Management Agreement will be $4 million.
4
Includes estimated total costs relating to the Kiwi Property Proposal, expected costs relating to the Entitlement Offer and $0.5 million of property due diligence and purchase costs.
12
Summary financial metrics
NPT standalone
1
FY18F pro forma for
Kiwi Property
Proposal
FY17B
FY18F
Distributable Profit per share (unadjusted for the impact of the
Entitlement Offer) (cents)
3.75 3.75 4.01
Distributable Profit per share adjusted for the impact of the
Entitlement Offer (cents)
2,3
3.66 3.66 4.01
Dividends per share (cents)
4
3.60
5
3.60
6
3.85
Net Tangible Assets per share ($)
0.75 0.75 0.67
Pro forma gearing
7
32.9% 34.6% 35.4%
1
Represents NPT’s standalone FY17 budgeted consolidated financial performance for the year ending 31 March 2017 (comprising actual financial performance for NPT and its subsidiaries for the 10 months ending
31 January 2017 and expected financial performance for NPT and its subsidiaries for the two months beginning on 1 February 2017 and ending 31 March 2017) and NPT’s standalone forecast consolidated
financial performance for the year ending 31 March 2018.
2
Distributable Profit per share represents NPT’s calculation of underlying earnings, which is defined as net profit before income tax adjusted for non-cash items and/or non-recurring items less current tax, divided
by the fully diluted shares on issue.
3
Standalone Distributable Profit per share based on FY18F forecast Distributable Profit per share of 3.75 cents for NPT’s existing business adjusted by a factor of 0.975 to reflect the pro rata bonus element of the
Entitlement Offer assuming a 1-for-1 Entitlement Offer at $0.58 per New Share; an existing share price of $0.61 as of 24 March 2017; and shares issued to Kiwi Property at a theoretical ex-rights price of $0.595.
FY18F pro forma Distributable Profit per share post the Kiwi Property Proposal based on the expected incremental earnings from the Kiwi Properties and proposed funding structure assuming they are acquired on
1 April 2017 and assumes a full year contribution to Distributable Profit. 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. Schedule 2 of the Notice of Meeting provides a reconciliation of NPT’s forecast FY18F net profit
before taxation and Distributable Profit following the Kiwi Property Proposal.
4
NPT intends to maintain its current dividend policy of distributing between 90 – 100% of Distributable Profit paid on a quarterly basis. Forecast dividends are based on NPT’s expected total dividend of 3.60
cents per share for FY17B and maintaining a dividend of 3.60 cents per share for FY18F on a standalone basis, representing a pay-out of approximately 96% of FY18F Distributable Profit. The same pay-out is
assumed under the Kiwi Property Proposal resulting in a dividend of 3.85 cents per share.
5
NPT’s dividend guidance for the year ending 31 March 2017 is 3.60 cents per share with 2.70 cents per share paid or declared for the first three quarters of FY17. However, in the event that the Kiwi Property
Proposal proceeds, the intended fourth quarter dividend of 0.90 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. Based on a 1-for-1 Entitlement Offer, this would represent 0.45 cents per share in respect of the fourth quarter dividend.
6
If the Kiwi Property Proposal does not proceed, NPT’s medium term dividends may reduce as the Board expects to adopt a dividend pay-out at the lower end of its dividend policy of distributing 90 – 100% of
Distributable Profit in order to recover transaction costs incurred.
7
Total Debt / Investment Properties and Property Work in Progress.
13
Governance
NPT will continue to have a Board that includes independent directors who are appointed by shareholders as
required by the Listing Rules
The Board will continue to be responsible for the corporate governance of NPT, including oversight of the
Management Agreement and performance of Kiwi Property as manager
Under the Management Agreement, Kiwi Property has the right to request that NPT call a meeting of shareholders
at a future time to seek shareholder approval for a change to NPT’s constitution to enable Kiwi Property to appoint
either one director to the Board
1
, up to two directors to the Board
2
, or such number of directors as is equal to one-
third of the total number of directors (rounded to the nearest whole number of directors)
3
:
─This would require approval by special resolution of shareholders (i.e. by 75% of NPT shareholders entitled to
vote and voting)
─This would also require that waivers be obtained from NZX to permit the constitution to provide for these
appointment rights. NZX may or may not agree to grant any required waivers
Under the Management Agreement, unless and until NPT’s constitution is amended as described above, the Board
will, upon request by Kiwi Property, fill any casual vacancy on the Board with persons nominated by Kiwi Property
provided that the number of directors appointed in this way does not exceed the maximum that would be permitted if
the constitution had been amended. Any directors nominated by Kiwi Property and appointed by the Board to fill any
casual vacancy will retire and be eligible for election at the next annual meeting of shareholders
─Kiwi Property has advised that it does not currently intend to exercise this right. While this reflects Kiwi
Property’s current position it would be entitled to change this view at any time and exercise its rights under the
Management Agreement
1
Where the total number of directors on the Board is five or less.
2
Where the total number of directors on the Board is six.
3
Where the total number of directors on the Board is more than six.
3. Rationale for the Kiwi
Property Proposal
15
Provides scale and improves portfolio
quality
NPT
standalone
Kiwi Properties
NPT post-completion of the
Kiwi Property Proposal
Portfolio value¹ ($ million)
169.9 235.8 405.7
Number of properties
5 2 7
Average value of properties ($ million)
34.0 117.9 58.0
Number of tenants 89 129 218
Weighted average lease term
2
(years)
5.0 4.5 4.7
Capitalisation rate
3
7.9% 7.4% 7.6%
Passing yield
4
7.9% 7.2% 7.5%
Occupancy
2
98.3% 95.7% 97.6%
The Kiwi Properties are consistent with NPT’s existing investment strategy, which is founded on a diversified
nationwide portfolio of retail, commercial and industrial buildings
The combined portfolio will continue to have attractive property portfolio metrics, but will have a more diverse tenant
base, a firmer capitalisation rate and continue to have robust weighted average lease term and occupancy metrics
The combined portfolio also provides a larger base from which to execute NPT’s ‘Core-Plus’ investment strategy
1
Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on an as complete basis assuming all seismic strengthening work has been
completed.
2
NPT portfolio and the Kiwi Properties weighted average lease term and occupancy as of 31 December 2016.
3
The capitalisation rate represents the rate utilised by property valuers and applied to the net income of the property (assuming fully leased) to derive its valuation (with adjustments for market rent variations) (from 31
March 2016 valuations in respect of NPT and 31 December 2016 valuations for the Kiwi Properties).
4
Passing yield represents the sum of total rent and expense recoveries from tenants less the total outgoing property expenses divided by the independent valuation (from 31 March 2016 valuations in respect of NPT
and 31 December 2016 for the Kiwi Properties).
3.66
4.01
Standalone (TERP Adjusted)Post-completion of the Kiwi Property
Proposal
Based on the terms of the acquisition of the Kiwi Properties and the current expected size of the Entitlement Offer, the
Board expects that the Kiwi Property Proposal will result in improved distributable earnings to shareholders in the first
full year of ownership on a TERP adjusted basis
1
–Pro forma Distributable Profit per share expected to increase by 9.7%
16
Enhanced earnings and dividends for NPT
shareholders
FY18F
1
pro forma Distributable Profit per share
2
+9.7%
¹ NPT’s forecast consolidated financial performance for the year ending 31 March 2018.
2
Standalone Distributable Profit per share based on FY18F forecast Distributable Profit per share of 3.75 cents for NPT’s existing business adjusted by a factor of 0.975 to reflect the pro rata bonus element of the
Entitlement Offer assuming a 1-for-1 Entitlement Offer at $0.58 per New Share; an existing share price of $0.61 as of 24 March 2017; and shares issued to Kiwi Property at a theoretical ex-rights price of $0.595. FY18F
pro forma Distributable Profit per share post the Kiwi Property Proposal based on the expected incremental earnings from the Kiwi Properties and proposed funding structure assuming they are acquired on 1 April 2017
and assumes a full year contribution to Distributable Profit. 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. Schedule 2 of the Notice of Meeting provides a reconciliation of NPT’s forecast FY18F net profit before taxation and
Distributable Profit following the Kiwi Property Proposal.
Wellington,
58%
Auckland,
18%
Christchurch,
17%
Hawke's Bay,
7%
Auckland,
42%
Christchurch,
42%
Hawke's Bay,
16%
NPT standalone
NPT post-completion of the Kiwi
Property Proposal
Commentary
NPT
geographic
exposure
by
property
value¹
NPT sector
exposure
by
property
value¹
NPT key
tenants
2
Retail, 55%
Office, 21%
Industrial,
24%
Retail, 51%
Office, 39%
Industrial,
10%
0%5%10%15%20%
10
9
8
7
6
5
4
3
2
1
Tenant rank
0%5%10%15%20%
10
9
8
7
6
5
4
3
2
1
Tenant rank
17
More diverse property portfolio with
enhanced tenant profile
Establishes a significant
presence in the Wellington
market
A more scalable platform to
acquire additional properties
Combined retail and
commercial office property
exposure increases from ~76%
to ~90%
NPT will continue to consider
industrial property opportunities
nationwide
Top 10 tenants
=68% of total
income
Top 10 tenants
=40% of total
income
Significant diversification of the
quantity and quality of tenants
The Kiwi Property Proposal will
introduce or increase NPT’s
exposure to well established
and recognised tenants
including Farmers, Kmart, Ernst
& Young and Opus
International Consultants
¹ Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on an as complete basis assuming all seismic strengthening has been completed.
2
Top 10 tenants by total income as at 31 December 2016.
98.8
240.6
Standalone¹NPT post-completion of the Kiwi Property Proposal²
18
Increased market cap expected to enhance
liquidity and broaden investor interest
The Kiwi Property Proposal and the Entitlement Offer are expected to more than double NPT’s market capitalisation
and should over time lead to an expanded shareholder base
–NPT expects this will result in greater share trading liquidity and an improved NZX property index weighting over
time
The increased scale of NPT should increase the likelihood of greater research coverage and stimulate wider market
interest in NPT, providing enhanced access to equity capital
Kiwi Property’s cornerstone 19.9% shareholding post-completion of the Kiwi Property Proposal, as well as access to
Kiwi Property’s capital management, treasury and investor relations skills should also support NPT’s access to capital
markets for the benefit of future growth and ongoing improvements in NPT’s cost of capital
Market capitalisation pre and post-completion of the Kiwi Property Proposal ($ million)
+144%
¹ Based on a share price of $0.61 as of 24 March 2017 multiplied by 161.9 million shares.
2
Based on share price of $0.61 multiplied by 161.9 million shares, plus the value of shares issued under the Entitlement Offer and issued to Kiwi Property, assuming a 1-for-1 Entitlement Offer at $0.58 per New Share;
a share price of $0.61 as of 24 March 2017; and shares issued to Kiwi Property at the theoretical ex-rights price (TERP) of $0.595.
19
Partnering with Kiwi Property creates a
platform for future growth
Immediately following completion of the Kiwi Property Proposal, NPT will have:
–A portfolio value in excess of $400 million
–Expanded debt facilities of up to $170 million. ~$58 million is already drawn under existing debt
facilities and an additional ~$87 million will be used to part fund the acquisition of the Kiwi Properties
–Gearing
1
expected to be maintained within the long-run target level of 35%
A larger asset base and available debt capacity will provide an enhanced position for NPT to grow, either
through new acquisitions and/or by recycling capital out of existing properties into new opportunities
Partnering with Kiwi Property through the Management Agreement and its cornerstone 19.9%
shareholding is expected to benefit NPT through access to:
–A funds and property management platform consisting of over 170 people covering all disciplines of
property ownership including specialist skills in property management, marketing, development and
capital management
–Kiwi Property’s national expertise in office and retail property management, including one of New
Zealand’s best retail leasing teams
–Opportunities to access Kiwi Property's network of existing tenants for the benefit of NPT’s existing
portfolio
–A broader range of potential investment opportunities which will be procured through, or presented to,
Kiwi Property but which might not otherwise be seen by NPT
NPT’s management expense ratio (the ratio of indirect operating expenses
2
to total assets) is expected to
reduce from approximately 1.3% in FY16 to approximately 0.7% per annum
3
Greater platform for
future growth
Benefits of
partnering with Kiwi
Property for NPT’s
existing and future
portfolio
¹ Total debt / total assets.
2
Indirect operating expenses include the administration expenses of NPT and the “Fund Management Fee” (as defined in the Management Agreement) payable under the Management Agreement (but excluding any
“Performance Fee” (as defined in the Management Agreement)).
3
Based on the size of the NPT portfolio at the time of settlement of the acquisition of the Kiwi Properties and a full 12 months of operating expenses following the commencement of the Management Agreement.
20
More favourable management structure
Of the proposals received by NPT, the majority required the externalisation of management through a new
management agreement with varying terms for the contract purchase price, ongoing fees and the level of services
provided
In assessing the alternative proposals and subsequently negotiating the Management Agreement with Kiwi Property,
the Board of NPT had clear objectives, as outlined below:
Maximise
proceeds from the
initial entry into
the contract
Kiwi Property will make a higher payment for the externalisation of management than amounts offered
under other proposals
Provide benefits of
having an external
manager with a
strong market
presence
Kiwi Property is highly regarded and will be incentivised to act in the best interests of NPT through its
19.9% cornerstone shareholding
NPT will obtain access to the resources of Kiwi Property, including a dedicated fund manager
Maintain
independence
Maintenance of NPT independence through a separate board structure
Allow for future
termination of the
Management
Agreement
NPT has the ability to terminate without cause after five years (with approval by shareholders by ordinary
resolution) for a payment by NPT of an amount equal to the greater of 2.5% of “Total Assets” and “Fair
Market Value” (each as defined in the Management Agreement)
Kiwi Property cannot assign the Management Agreement to a third party without NPT’s consent but can
terminate without cause after five years for a payment by NPT of an amount equal to 2.5% of “Total
Assets” (as defined in the Management Agreement)
1
¹ Except where Kiwi Property assigns its rights and obligations to a wholly owned subsidiary or to an entity which has one or more of its equity securities stapled to the shares in Kiwi Property and in each case the
relevant entity manages Kiwi Property.
21
Conclusion
The Kiwi Property Proposal is a transformational transaction that would reposition NPT with the
scale and resources to best serve its shareholders’ interests:
─Provides access to Kiwi Property’s specialist management capabilities to intensively manage
assets and drive investment performance
The proposal brings a high degree of commercial certainty:
─commercial agreements in place (subject to shareholder approval and limited other conditions)
─time-bound and actionable
Aligns the interests of NPT and Kiwi Property to benefit shareholders:
─Kiwi Property’s interests aligned with NPT shareholders through a 19.9% shareholding
─Kiwi Property motivated under the terms of the Management Agreement to perform for NPT
shareholders
4. Risks and mitigation
strategies
Risk
Mitigation strategies
Transaction
costs could be
significant
If Resolution 1 is not approved by shareholders, or if any
of the transactions under the Kiwi Property Proposal are
not implemented, NPT will have incurred significant costs
even though the transactions would not proceed as
proposed
NPT estimates total transaction costs for successful
implementation of the Kiwi Property Proposal transaction
would be approximately $4.4 million. In the event that
the Kiwi Property Proposal does not proceed, NPT
expects that approximately $1.5 million of these costs
would still have been incurred
Transaction costs are not material
in the context of the Kiwi Property
Proposal as a whole. However,
they are potentially material to
NPT in its current form.
Shareholders should take into
account the effect of the
transaction costs
Completion of
works at North
City Shopping
Centre
Under the North City Sale and Purchase Agreement,
Kiwi Property Holdings Limited has agreed to undertake
(or manage) certain works in respect of North City at its
own cost
These works are required to be undertaken under the
terms of existing leases or contractual arrangements
entered into by Kiwi Property Holdings Limited with the
owner of an adjoining property
If the works are not completed on time or to the required
standard, tenants may seek to enforce rights under
leases against NPT as the landlord
The consequences could potentially include termination
of a lease by an anchor tenant
Kiwi Property has contractual
obligations to complete (or
manage) these works
Kiwi Property will be a 19.9%
shareholder in NPT upon
completion of the Kiwi Property
Proposal, so is incentivised to
complete the works to the required
standard
Kiwi Property is incentivised under
the Management Agreement
through payment of fees
23
Risks and mitigation strategies
Risk
Mitigation strategies
North City
Shopping
Centre has
been valued on
the basis that it
has an NBS
rating in excess
of 67%
The works to be undertaken by Kiwi Property Holdings
Limited at North City described above are expected to
bring the relevant areas of the property up to at least
67% of NBS
The valuation report of North City assumes that all
components of North City have NBS ratings in excess of
67%
There is a risk that these works are not completed in
compliance with the specified designs or, if so, will not
result in all components of the North City having an NBS
rating in excess of 67%
Kiwi Property has obtained
external engineering analysis of
the works to be undertaken to
minimise the risk that the resulting
NBS for the North City is below
67% of NBS
The Majestic
Centre seismic
works not
performing to
expectation
Kiwi Property has spent approximately $84 million on
seismic works at The Majestic Centre. If these works did
not perform to expectation, or further seismic works were
required, this could require additional seismic works at a
material cost for NPT and shareholders
NPT has the benefit of Kiwi
Property’s external, independent,
engineering advice and sign-offs
which have confirmed the NBS
rating of each section of The
Majestic Centre
The Majestic Centre experienced
only minor and non-structural
damage in the recent 2016
Kaikoura Earthquakes
24
Risks and mitigation strategies (cont.)
Risk
Mitigation strategies
Performance of
external
manager
If the Kiwi Property Proposal is implemented, NPT will be
reliant on the management of Kiwi Property and the
expertise of Kiwi Property’s management team
There is also a risk that Kiwi Property makes acquisition
allocation decisions that do not necessarily favour NPT
and accordingly that NPT misses out on opportunities
due to these decisions
Kiwi Property is the largest listed
property vehicle on the NZX Main
Board
Kiwi Property will also have
aligned interests through its 19.9%
investment in NPT and will be
incentivised to perform through the
performance fee provisions in the
Management Agreement
The Management Agreement may
be terminated by NPT after five
years
Kiwi Property has adopted a
Conflicts of Interest Policy under
which acquisition and leasing
opportunities are dealt with
NPT may not
meet the
expected
earnings per
share or other
forward-
looking
information
contained in
the Notice of
Meeting
NPT has carefully prepared the forward-looking financial
information contained in the Notice of Meeting to ensure
it represents its best estimate of the matters described
The forward-looking financial information in the Notice of
Meeting has been prepared for illustrative purposes but
should not be taken as a guarantee or statement by NPT,
the Board or any other person that those results will be
achieved
Shareholders should carefully read
the assumptions which are
contained in Schedule 2 of the
Notice of Meeting and be aware
that the actual results may vary
from the information contained in
this Notice of Meeting
25
Risks and mitigation strategies (cont.)
Risk
Mitigation strategies
The Entitlement
Offer may be
unsuccessful if
not supported
by
shareholders
NPT expects that it will need to raise approximately $94
million under the Entitlement Offer as part of the funding
for the acquisition of the Kiwi Properties. Although the
Board intends that the Entitlement Offer be underwritten,
the underwriting agreement is only expected to be
entered into following the Special Meeting
There is a risk that this underwriting agreement may not
be entered into. If it is not underwritten, the Board
believes that it will be very difficult to successfully raise
the amount required under the Entitlement Offer and
therefore the acquisition of the Kiwi Properties may be
unable to take place
New Shares will be offered on a
pro rata basis to Shareholders who
will be encouraged to take up their
entitlements
In the event that there is a shortfall
in subscriptions for New Shares
under the Entitlement Offer,
institutional shareholders and other
institutional investors will be
sought to participate in a bookbuild
process to subscribe for these
unallocated New Shares. The
Board has entered into a mandate
letter with Forsyth Barr Limited in
relation to this process
NPT has also been undertaking a
comprehensive process to prepare
for the offer so that it can
commence as soon as possible
after the Special Meeting
26
Risks and mitigation strategies (cont.)
5. Portfolio summary
Property Location Sector Value
($ million)
1
Net
lettable
area (sqm)
Cap.
rate
2
Passing
yield
3
Occupancy
4
WALT
4
Number
of
tenants
NPT properties
Eastgate Shopping Centre Christchurch Retail $58.0 28,679 8.3% 7.9% 96.3% 4.8 years 55
AA Centre Auckland Office $36.7 12,284 7.8% 8.3% 92.2% 2.6 years 8
22 Stoddard Road Auckland Retail $35.0 8,412 6.6% 6.4% 100.0% 5.2 years 21
Heinz Wattie’s Dist. Centre Hawke’s Bay Industrial $27.2 60,059 8.1% 8.1% 100.0% 10.1 years 2
Print Place Christchurch Industrial $13.0 12,793 9.8% 10.5% 100.0% 1.5 years 3
Subtotal $169.9 122,227 7.9% 7.9% 98.3% 5.0 years 89
Kiwi Property properties
The Majestic Centre
Wellington Office $121.8 24,473 7.3% 6.4% 91.8%
5.5 years
27
North City Shopping Centre Wellington Retail $114.0 25,071 7.6% 8.0% 99.5% 3.4 years 102
Subtotal $235.8 49,544 7.4% 7.2% 95.7% 4.5 years 129
Total $405.7 171,771 7.6% 7.5% 97.6% 4.7 years 218
28
Overall portfolio summary
1
Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on an as complete basis assuming all seismic strengthening work has been
completed.
2
The capitalisation rate represents the rate utilised by property valuers and applied to the net income of the property (assuming fully leased) to derive its valuation (with adjustments for market rent variations) (from
31 March 2016 valuations in respect of NPT and 31 December 2016 valuations for the Kiwi Properties).
3
Passing yield represents the sum of total rent and expense recoveries from tenants less the total outgoing property expenses divided by the independent valuation (from 31 March 2016 valuations in respect of NPT
and 31 December 2016 for the Kiwi Properties).
4
NPT portfolio and the Kiwi Properties weighted average lease term and occupancy as of 31 December 2016.
29
NPT property profiles
Eastgate Shopping Centre, Christchurch
Value
$58.0
million
Net lettable area 28,679 sqm
Capitalisation rate 8.3%
Passing yield 7.9%
Occupancy 96.3%
WALT 4.8 years
Eastgate occupies a high-profile position about 3km east of
the Christchurch CBD
36 specialty stores and a food court to complement its anchor
tenants The Warehouse, Warehouse Stationery and
Countdown
Also home to the local library and The Loft, New Zealand’s
first integrated social and health services centre
Eastgate has rebounded well post-earthquake, with
development works now completed
AA Centre, Auckland
Value
$36.7
million
Net lettable area 12,284 sqm
Capitalisation rate 7.8%
Passing yield 8.3%
Occupancy 92.2%
WALT 2.6 years
The AA Centre is an 18-level high-rise office tower with
ground floor retail space and a basement car park
Located on the corner of Albert and Victoria Streets in the
Auckland CBD, this central location adjoins the popular
Federal Street entertainment and dining precinct
Unit titled building with NPT owning the majority of the floors
Major tenants include the NZ Automobile Association,
Department of Internal Affairs, AA Insurance and Ministry of
Justice
22 Stoddard Road, Auckland
Value
$35.0
million
Net lettable area 8,412 sqm
Capitalisation rate 6.6%
Passing yield 6.4%
Occupancy 100.0%
WALT 5.2 years
Heinz Wattie’s Distribution Centre, Hawke’s Bay
Value
$27.2
million
Net lettable area 60,059 sqm
Capitalisation rate 8.1%
Passing yield 8.1%
Occupancy 100.0%
WALT 10.1 years
30
NPT property profiles (cont.)
22 Stoddard is well located in the strengthening catchment of
Mt Roskill in Auckland and benefits from having a New World
supermarket on an immediately adjoining site
Anchored by The Warehouse, ANZ and Westpac, the property
has 20 speciality retail stores and over 300 carparks
Six hectare distribution centre is located in the central North
Island
Home to iconic New Zealand brand Heinz Wattie’s and is an
integral part of its logistics chain, being adjacent to its
production facility
One of New Zealand’s largest standalone warehouses
Print Place, Christchurch
Value
$13.0
million
Net lettable area 12,793 sqm
Capitalisation rate 9.8%
Passing yield 10.5%
Occupancy 100.0%
WALT 1.5 years
31
NPT property profiles (cont.)
Industrial property set in attractive grounds including a high-
stud warehouse and factory space with associated office
space
This property is well located in the Middleton industrial area of
Christchurch with excellent access to the southern motorway
system
---
Notice of Special Meeting
of Shareholders
Optimised
Property
Investments
CONTENTS
01. Letter from NPT Chairman
06. Notice of Special Meeting of Shareholders
08. Explanatory Notes
08. Explanatory Notes Relating to Resolution 1
09. Overview of the Kiwi Property Proposal
23. Rationale for the Kiwi Property Proposal
31. Risks
34. Kiwi Property’s Statement
35. Explanatory Notes relating to Resolutions 2 to 6
36. Glossary
38. Schedule 1: Augusta Nominated Directors’ Curricula Vitae
40. Schedule 2: Assumptions Underlying Key Metrics
43. Schedule 3: Management Agreement Fee Schedule
45. Important Information
46. Directory
1
NPT Limited Notice of Special Meeting of Shareholders
Dear Shareholder,
We have called the Special Meeting to:
—consider and vote on a proposal from Kiwi Property Group Limited (Kiwi Property); and
—consider and vote on changes to the composition of the Board proposed by Augusta Capital Limited (Augusta).
All Shareholders are invited to attend the Special Meeting on 21 April 2017 commencing at 11:00 a.m. at Link Market
Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland.
Overview
During the course of 2016, the Board received substantive proposals relating to the future of NPT Limited (NPT) from Kiwi
Property and Augusta. The Board commenced evaluating these proposals against NPT management’s own proposals for
growth. Prior to that evaluation process being completed, Augusta issued a revised proposal (the Augusta Proposal) and
gave notice to NPT requiring it to call a special meeting of shareholders to consider changes to the Board. This led to the
Board receiving additional expressions of interest and ultimately evaluating four proposals. Those proposals included a
revised proposal from Kiwi Property (the Kiwi Property Proposal) and the Augusta Proposal (the Proposals).
Recognising an appetite for change among some Shareholders, the Board undertook a thorough review of all of the
proposals, and also commissioned an independent assessment of these by specialist advisers, Northington Partners.
Based on advice from Northington Partners and its own assessment, the Board concluded that the Kiwi Property Proposal
is likely to deliver the best short and long-term benefits to NPT and Shareholders. As a result, the Board commenced
negotiations with Kiwi Property with a view to reaching terms that could be brought to Shareholders for their consideration
and, where necessary, approval. On 29 March 2017, agreement was reached with Kiwi Property on the detailed terms and
documentation required to implement the Kiwi Property Proposal.
Your Board has great pleasure in calling this Special Meeting and presenting the Kiwi Property Proposal to Shareholders for
consideration.
The Board is pleased to present you with this Notice
of a Special Meeting of Shareholders, at which you will
be asked to consider important issues regarding the
future of NPT Limited.
Letter from
NPT Chairman
2
Kiwi Property Proposal
Under the Kiwi Property Proposal:
—two properties owned by a Kiwi Property subsidiary will be sold to subsidiaries of NPT for a total consideration of $230
million, being a price supported by independent market valuations dated 31 December 2016, which were commissioned
jointly by Kiwi Property and NPT;
—Kiwi Property will pay NPT a one-off amount of $6 million to acquire the right to manage NPT and its property
portfolio under the terms of the Management Agreement, which may be terminated by NPT at its discretion after five
years upon payment to Kiwi Property of a termination fee; and
—Kiwi Property will subscribe for new, fully paid ordinary shares in NPT (Shares) and become a cornerstone shareholder
in NPT, with a shareholding of approximately 19.9%.
The two properties to be acquired by NPT are The Majestic Centre, Wellington CBD, and North City Shopping Centre,
Porirua. Details of each of the properties are set out on pages 12 to 17.
The NPT Group proposes to fund the acquisition of the two properties through additional bank borrowings of approximately
$87 million and by making a pro-rata entitlement offer of new Shares to Shareholders of approximately $94 million (the
Entitlement Offer), together with the placement of new Shares to Kiwi Property described above. Further details are set
out in the section titled
Overview of the Kiwi Property Proposal on page 9.
Other key considerations for the Board in its assessment of the Kiwi Property Proposal were:
—the two properties to be acquired from Kiwi Property are more consistent with NPT’s existing portfolio than the
properties offered to NPT under the other proposals;
—Kiwi Property has direct ownership of the two properties to be acquired;
—Kiwi Property will become a cornerstone shareholder with up to a 19.9% interest in NPT, ensuring the parties’ interests
are aligned;
—the Kiwi Property Proposal was assessed by the Board as being the transaction most likely to be implemented
compared to the other proposals received;
—Kiwi Property was assessed by the Board as being the most credible partner for NPT; and
—the Kiwi Property Proposal provides NPT with the ability to leverage the Kiwi Property management resources for the
benefit of NPT.
The Kiwi Property Proposal involves the externalisation of the management of NPT, which was not the Board’s preferred
position, having only recently internalised its management. However, acquiring the management rights for NPT and its
property portfolio is an integral part of the Kiwi Property Proposal, from Kiwi Property’s perspective. After taking into
account the benefits that a strategic partnership with Kiwi Property is expected to provide to NPT, the appointment of Kiwi
Property as manager of NPT and its property portfolio on the terms negotiated with Kiwi Property is acceptable to the
Board, particularly as the Management Agreement includes the right for NPT to terminate, as noted earlier. A summary of
the key terms of the Management Agreement is set out on pages 20-22.
Partnering with Kiwi Property through the Management Agreement and its cornerstone 19.9% shareholding is expected
to provide a number of benefits to NPT, including gaining the substantial resources and experience Kiwi Property has as a
manager of a significant portfolio of investment properties and its detailed knowledge of The Majestic Centre and North
City Shopping Centre. In addition, NPT’s management expense ratio (the ratio of indirect operating expenses to total
assets) is expected to reduce from approximately 1.3% in FY16 to approximately 0.7% per annum based on the size of the
NPT portfolio at the time of settlement of the acquisition of the Kiwi Properties and a full 12 months of operating expenses
following the commencement of the Management Agreement.
Augusta Proposal
Under the Augusta Proposal:
—two of the three current members of the Board would be replaced by persons nominated by Augusta, including
Augusta’s chairman;
—NPT would acquire three properties from or procured by Augusta for a total consideration of $329 million; and
—Augusta would acquire the right to manage NPT and its property portfolio in perpetuity (unless Augusta committed a
material breach) for a payment to NPT of $3.5 million.
On 28 October 2016, NPT received a notice from Augusta requesting that a special meeting of Shareholders be convened
to consider the matters set out in the Augusta Proposal (issued under section 121 of the Companies Act). Augusta also
requested that the proposal attached to its notice be included for discussion at that special meeting.
3
On 25 November 2016, Augusta filed proceedings in the High Court seeking orders requiring NPT to call a special meeting
of Shareholders to consider its proposals “as soon as reasonably possible”. On 10 January 2017, Augusta and NPT agreed
to discontinue those proceedings. Augusta has withdrawn its request for discussion of its proposal but still requires the
proposed changes to the Board (Resolutions 2 to 6) to be considered and voted on by Shareholders.
The Board has therefore included the Augusta resolutions in the business for the Special Meeting, in accordance with its
obligations under the Companies Act, but does not support them.
Despite the fact that the transactions proposed by Augusta are not intended to be voted on by Shareholders at the Special
Meeting, the Board has considered the Augusta Proposal as a potential alternative to the Kiwi Property Proposal and,
where possible, attempted to measure the financial and other benefits of the Kiwi Property Proposal against it.
1
On this basis, the Augusta Proposal:
—would result in a significant decline in NPT’s earnings and dividends relative to its projected earnings and dividends on a
standalone basis (this compares to an expected increase in earnings and the level of dividends for FY18 under the Kiwi
Property Proposal relative to NPT on a standalone basis, as illustrated in the section in the Explanatory Notes entitled
Rationale for the Kiwi Property Proposal);
—was highly reliant on an increase in NPT’s gearing position (total debt relative to total assets) to a level higher than
under the Kiwi Property Proposal in order to achieve any enhancement in earnings or dividends for Shareholders
compared to the expected position for NPT for the next financial year.
Other key considerations for the Board in its assessment of the Augusta Proposal were:
—the properties to be acquired under the Augusta Proposal are low-rise Auckland office buildings with the majority of
the rent received from single tenants. The Board was concerned that the low yields offered by the buildings did not
take into account longer-term tenancy risks and provided NPT with no real options in the event of increases in interest
rates;
—NPT would be insufficiently compensated for selling effectively perpetual management rights to Augusta. The
payment proposed by Augusta was the lowest under the proposals received by NPT that involved the acquisition of
management rights in respect of NPT and its property portfolio;
—there is potential development risk associated with the Augusta Proposal, with construction of one of the three
properties to be acquired having only just started (this property would represent approximately 28% of the NPT
portfolio by value post-transaction on a pro forma basis
2
);
—the properties to be acquired under the terms of the Augusta Proposal were not owned by Augusta and Augusta did
not necessarily have direct control over them, thereby introducing significant transaction uncertainty relative to the
Kiwi Property Proposal; and
—the amount of additional debt and equity capital required by NPT under the Augusta Proposal was significantly more
than under the Kiwi Property Proposal. There would therefore have been substantially greater execution risk under the
Augusta Proposal.
Further, it is the Board’s view that the changes to the composition of the Board have been proposed by Augusta in its own
interests. The Board therefore strongly urges Shareholders to vote against Resolutions 2 to 6.
In the event that new directors are appointed to the Board pursuant to the resolutions proposed by Augusta, the new Board
may not be able to – or may choose not to – proceed with the Entitlement Offer to Shareholders, even if the Kiwi Property
Proposal is approved at the Special Meeting. If the Entitlement Offer does not proceed, the Kiwi Property Proposal will not
be implemented.
Advice from Northington Partners
As indicated above, the Board sought advice from Northington Partners on the merits of the various proposals it received.
Northington Partners concluded that, of these, the Kiwi Property Proposal “...will provide current Shareholders with the best
outcome from a financial, strategic and transaction certainty perspective.”
Northington Partners’ advice confirmed the Board’s own assessment that, in the Board’s view, the Kiwi Property Proposal
is materially better for NPT and Shareholders than the other proposals received (including, in particular, the Augusta
Proposal), based on the information provided by the parties who submitted those proposals.
1 This comparison was based on the terms proposed in the statement submitted by Augusta and on capital raising assumptions
consistent with terms expected for the debt and equity capital raising required to implement the Kiwi Property Proposal.
2 Values of the NPT portfolio as of 30 September 2016 and values of the properties proposed by Augusta for acquisition by NPT at
the values set out in the Augusta Proposal (including the development property on an as-completed basis), pro forma on the basis
that those are the properties held by NPT.
4NPT Limited Notice of Special Meeting of Shareholders
In Summary
The Board has received feedback from Shareholders seeking changes in NPT’s strategy to deliver greater returns to
Shareholders. In the Board’s view, the Kiwi Property Proposal will provide scale to NPT’s business, relevant management
expertise and exposure to potential new acquisition and leasing opportunities sourced through Kiwi Property. These factors
combined should deliver greater returns to Shareholders moving forward. The Board is therefore delighted to present the
Kiwi Property Proposal to Shareholders for their consideration as, in the Board’s view, it provides the best opportunity
available to meet Shareholders’ expectations.
The Board unanimously supports the Kiwi Property Proposal and strongly recommends that Shareholders vote in favour of
Resolution 1 at the Special Meeting. The Board also strongly recommends that Shareholders vote against all of Resolutions
2 to 6 (inclusive), being the Resolutions proposed by Augusta for a change in the composition of the Board.
Thank you for your consideration of these matters and for your continuing support of NPT. We look forward to seeing as
many Shareholders as possible at the Special Meeting.
Yours sincerely,
Tony Sewell
Chairman
NPT Limited
5
Your Board has great
pleasure in calling this
Special Meeting and
presenting the Kiwi Property
Proposal to Shareholders
for consideration.
6NPT Limited Notice of Special Meeting of Shareholders
Notice is hereby given that a Special Meeting of Shareholders of NPT Limited (NPT) will be held on 21 April 2017
commencing at 11:00 a.m. at Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland.
Business
The business of the meeting will be to consider and, if thought fit, pass the following Resolutions:
A. Resolution required for the implementation of the Board endorsed Kiwi Property Proposal
Resolution 1 (as an Ordinary Resolution)
That:
(a) Approval of purchase of properties
for the purposes of Listing Rule 9.1.1, the acquisition by wholly-owned subsidiaries of NPT of two properties
from a wholly-owned subsidiary of Kiwi Property Group Limited (being the properties known as The
Majestic Centre at 88-122 Willis Street, Wellington and North City Shopping Centre at 2 Titahi Bay Road
and Lyttelton Avenue, Porirua (together the Kiwi Properties)) on the terms set out in agreements for sale
and purchase dated 29 March 2017 for a total purchase price of $230 million; and
(b) Approval of issuance of Shares
for the purposes of Listing Rule 7.3.1(a), the issue of new ordinary shares to Kiwi Property Group Limited
at an issue price per share to be calculated in the manner set out in the Explanatory Notes to this Notice
of Meeting and in such number that, immediately after such issue, Kiwi Property Group Limited holds
approximately 19.9% of the total number of ordinary shares on issue (being the 161,920,433 ordinary shares
on issue as at 29 March 2017, plus the total number of ordinary shares to be issued under the Entitlement
Offer and the number of ordinary shares to be issued to Kiwi Property Group Limited under and in
accordance with this resolution),
as described in each case in more detail in the Explanatory Notes accompanying this Notice of Meeting, be and are
approved.
B. Matters for Resolution – Resolutions proposed pursuant to the Augusta Proposal (not supported by the
Board)
Resolution 2 (as an Ordinary Resolution)
That James William Sherwin be removed from office as a director of NPT with immediate effect.
Resolution 3 (as an Ordinary Resolution)
That Anthony William Sewell be removed from office as a director of NPT with immediate effect.
Resolution 4 (as an Ordinary Resolution)
That Robert Allen Bollard be elected as a director of NPT with immediate effect.
A curriculum vitae for Robert Allen Bollard is set out at Schedule 1 to this Notice of Meeting.
Augusta has advised that, if elected, Robert Allen Bollard would consider himself to be an Independent Director
under the Listing Rules.
Resolution 5 (as an Ordinary Resolution)
That Donald Bruce Cotterill be elected as a director of NPT with immediate effect.
A curriculum vitae for Donald Bruce Cotterill is set out at Schedule 1 to this Notice of Meeting.
Augusta has advised that, if elected, Donald Bruce Cotterill would consider himself to be an Independent Director
under the Listing Rules.
Resolution 6 (as an Ordinary Resolution)
That Paul John Duffy be elected as a director of NPT with immediate effect.
A curriculum vitae for Paul John Duffy is set out at Schedule 1 to this Notice of Meeting.
C. General Business
The Board welcomes any other comments from Shareholders at the meeting and will provide an opportunity during general
business for Shareholders to question, discuss or comment on the management of NPT.
NPT Limited Notice of Special Meeting of Shareholders
7
Directors’ Recommendation
For the reasons set out in more detail in the Explanatory Notes to the Notice of Meeting, the Board unanimously supports
the Kiwi Property Proposal and unanimously does not support the Augusta Proposal. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of Resolution 1 and vote against all of Resolutions 2 to 6.
Information relating to Resolutions 2 to 6
The constitution of NPT requires that there be a minimum of three directors at all times. Due to the way in which Augusta
has proposed the wording of Resolutions 2 to 6, there is the possibility that, depending on the outcome of the voting on
Resolutions 2 to 6, fewer than three directors remain on the Board at the time the resolutions are passed. Accordingly, if
after all votes validly cast on Resolutions 2 and 3 and Resolutions 4 to 6 have been counted, there would be less than three
directors on the Board, then the remaining director(s) would (pursuant to NPT’s constitution and the Listing Rules) appoint
one or two additional directors in order to fill a casual vacancy or vacancies as a director or as directors of NPT (depending
on the number of directors required to bring the total number of directors on the Board to three).
Any director who is appointed to fill a casual vacancy for this purpose would be required to resign at the end of the next
annual meeting of shareholders (which is expected to be held in August 2017).
Explanatory Notes
Explanatory Notes on the Resolutions are attached to and form part of this Notice of Meeting.
Attendance
All Shareholders are entitled to attend and vote at the Special Meeting or to appoint a proxy or representative (in the case
of a corporate shareholder) to attend and vote on their behalf.
The notice appointing a proxy or representative must be received by Link Market Services Limited not later than 11:00 a.m.
19 April 2017 (New Zealand time) by any of the following means:
Mail: Level 11, Deloitte Centre, 80 Queen Street, Auckland 1142 or PO Box 91976, Victoria Street West,
Auckland 1142.
Facsimile: +64 9 375 5990
Email: meetings@linkmarketservices.co.nz
Proxies
A proxy need not be a Shareholder and may be appointed by completing the proxy form attached to this Notice of Meeting.
The appointment of a proxy or representative does not preclude a Shareholder from attending and voting at the Special
Meeting or carrying this out electronically as set out in the proxy form accompanying this notice. You may appoint the
Chairman of the Special Meeting as your proxy. However, please note that your proxy will not be able to vote at the Special
Meeting unless you have provided a voting direction or discretion.
The Chairman of the Special Meeting is willing to act as a proxy. If you appoint the Chairman of the Special Meeting as
proxy but do not direct him to vote on any particular matter then he intends to vote your Shares in favour of Resolution 1
and against Resolutions 2 to 6.
By order of the Board
Tony Sewell
Chairman
30 March 2017
8NPT Limited Notice of Special Meeting of Shareholders
Explanatory Notes
Background
The purpose of the Special Meeting is to consider and, if thought fit, to pass the Resolutions set out in the Notice of
Meeting. Explanations of the Resolutions, and a detailed discussion of the Kiwi Property Proposal and the Augusta Proposal
are set out below. Further information relating to the Augusta Proposal is set out at Schedule 1 to this Notice of Meeting.
Important
The Board recommends to Shareholders that if they are in any doubt as to any aspect of the matters to be considered and
voted on at the Special Meeting, they should seek independent financial or legal advice in relation to those matters.
Ordinary Resolution
Each of the Resolutions at the Special Meeting will be passed if they are passed by Ordinary Resolution. An Ordinary
Resolution means a resolution passed by a simple majority of the votes of those Shareholders entitled to vote and voting
on the resolution.
Introduction to Resolution 1
Resolution 1 provides for Shareholders to consider and, if thought fit, approve certain aspects of the Kiwi Property Proposal.
The NPT Group has entered into various agreements with Kiwi Property under which the Kiwi Property Proposal would be
implemented. These agreements are described in more detail below, but provide, among other things, that the transactions
with Kiwi Property will only be undertaken if any necessary Shareholder approvals are obtained.
There are two aspects of the Kiwi Property Proposal that require the approval of Shareholders by Ordinary Resolution under
the Listing Rules. They are:
—Listing Rule 9.1.1(b): The acquisition of the Kiwi Properties will result in the NPT Group acquiring assets in respect of
which the gross value is in excess of 50% of NPT’s Average Market Capitalisation.1 For the purposes of determining
whether shareholder approval of the acquisition of the Kiwi Properties is required under Listing Rule 9.1.1(b), the
purchase price payable for the Kiwi Properties must be aggregated. The total purchase price of $230 million for the
Kiwi Properties will exceed the Average Market Capitalisation threshold under Listing Rule 9.1.1(b). Accordingly, the
approval of Shareholders to the acquisition of the Kiwi Properties is being sought by Ordinary Resolution.
—Listing Rule 7.3.1(a): Kiwi Property has agreed to subscribe for such number of new Shares as will result in it holding
approximately 19.9% of the total number of Shares on issue immediately following the completion of the transactions
comprising the Kiwi Property Proposal (including in particular the issue of new Shares to Kiwi Property and the issue of
new Shares under the Entitlement Offer discussed below). In any 12 month period, NPT is permitted to issue, without
Shareholder approval, up to approximately 20% of the total number of Shares on issue at the start of that 12 month
period plus 20% of the total number of Shares issued during that 12 month period under certain types of share issues.
Under the Kiwi Property Proposal, Kiwi Property will hold approximately 19.9% of the total number of Shares on issue
once all of the transactions comprising the Kiwi Property Proposal have been completed. However, the number of
new Shares required to be issued to Kiwi Property so that it will hold approximately 19.9% of the Shares will represent
approximately 25%2 of the total number of Shares on issue immediately prior to the issue of those new Shares to Kiwi
Property. Accordingly, the approval of Shareholders to the issue of new Shares to Kiwi Property is being sought by
Ordinary Resolution. The precise number of Shares to be issued to Kiwi Property is not currently known because that
number will depend on the price at which Shares are issued to eligible Shareholders under the Entitlement Offer (and
therefore the number of Shares that are issued under the Entitlement Offer in order to raise the required amount to
part-fund the acquisition of the Kiwi Properties). Kiwi Property has agreed that it will not be entitled to subscribe for
Shares at the price at which Shares are offered to Shareholders under the Entitlement Offer. Instead, Kiwi Property
will pay a price per Share equal to the theoretical price for Shares after taking into account the issue of new Shares
under the Entitlement Offer. This is described in detail in the section entitled
Subscription for Shares by Kiwi Property.
As the transactions do not constitute a major transaction under the Companies Act for NPT, NPT is not seeking Shareholder
approval by special resolution.
Explanatory Notes relating to Resolution 1
1 The Average Market Capitalisation of NPT is, in relation to the Kiwi Property Proposal, the volume weighted average market
capitalisation of NPT’s ordinary shares calculated from trades on the NZX Main Board over the 20 Business Days (as defined in the
NZX Listing Rules) before the earlier of the day the transaction is entered into or announced to the market. The Average Market
Capitalisation of NPT on 24 March 2017 was $101.3 million.
2 The actual number of new Shares issued to Kiwi Property will depend on the total number of shares issued under the Entitlement
Offer, which will not be known until after the Special Meeting.
9
The Kiwi Property Proposal comprises five core elements:
1. The acquisition of the Kiwi Properties
The NPT Group has agreed to acquire the Kiwi Properties, through two wholly-owned subsidiaries, on the terms set out
in agreements for sale and purchase dated 29 March 2017 for a total purchase price of $230 million, which price will be
satisfied in cash.
The purchase price is to be funded3 from the proceeds of:
—the proposed Entitlement Offer to raise approximately $94 million at a price per Share which is still to be determined;
—the issue of such number of new Shares to Kiwi Property as will result in Kiwi Property holding approximately 19.9% of
the total number of Shares on issue (taking into account the total number of new Shares to be issued pursuant to the
Entitlement Offer) immediately following the issue of these shares; and
—an extension of NPT’s bank facilities under which an additional approximately $87 million will be drawn down on the
Commencement Date.
Shareholder approval (by Ordinary Resolution) for the acquisition of the Kiwi Properties and the issue of the new Shares to
Kiwi Property is being sought under Resolution 1.
The purchase price to be paid for the Kiwi Properties is, in the Board’s opinion, fair and was agreed following extensive
negotiations with Kiwi Property. The Kiwi Properties are being acquired at a price which is supported by independent
market valuations dated 31 December 2016 commissioned jointly by Kiwi Property and NPT.4
Settlement of the acquisition of the Kiwi Properties is scheduled to occur one business day following satisfaction of the last
to occur of the settlement conditions described below, or as otherwise agreed between NPT and Kiwi Property.
Settlement Conditions
The acquisition of the Kiwi Properties is subject to a number of conditions, including:
—Shareholder approval of the acquisition of the Kiwi Properties (Resolution 1);
—approval of the Overseas Investment Office to the acquisition of the Kiwi Properties, as an acquisition of significant
business assets, which must be satisfied no later than 60 business days following Shareholder approval of Resolution 1
(which may be extended by a period of two months at the request of the NPT Group if the condition is not satisfied
by this date). NPT submitted an application in respect of the acquisition of the Kiwi Properties to the Overseas
Investment Office on 14 February 2017;
—NPT obtaining sufficient funding on terms and conditions satisfactory to NPT which would enable the acquisition of the
Kiwi Properties, which must be satisfied no later than 31 May 2017; and
—NPT completing the Entitlement Offer and raising gross proceeds of at least $90 million, which must be satisfied by no
later than 31 May 2017.
If the conditions are not satisfied (or, if permitted, waived), the Kiwi Property Proposal may not proceed on the terms
outlined in this Notice of Meeting (or at all).
Although NPT is incorporated in New Zealand and its Shareholders are predominantly New Zealand-based, a number of
NPT’s significant shareholders are required to be treated as “overseas persons” for the purposes of the Overseas Investment
Act 2005. As a result, NPT is an “overseas person” for the purposes of that Act and therefore requires Overseas Investment
Office consent for the acquisition of significant business assets, a category which includes the Kiwi Properties.
3 The numbers are approximate and subject to change, depending on the terms and outcome of the Entitlement Offer and the
prevailing value of Shares.
4 NPT and Kiwi Property jointly commissioned valuations of the Kiwi Properties from CBRE Limited (CBRE) and CIVAS Limited
trading as Colliers International (Colliers) as at 31 December 2016. The valuations supported the purchase price to be paid
by NPT with an aggregate value of $235.8 million. Each of CBRE and Colliers are independent registered valuers who hold an
annual practising certificate from the Valuers Registration Board and are members of the New Zealand Institute of Valuers. The
valuations determined the fair value of each property representing the estimated price for which the property could be sold on the
date of the valuation. To determine the fair value of the properties the valuers assessed (1) the capitalisation of rental based upon
an appropriate market yield and (2) the discounted cash flow of the properties. The valuers also made various assumptions based,
where possible, on market-based evidence and transactions for comparable properties with similar locations.
Overview of the Kiwi Property Proposal
10NPT Limited Notice of Special Meeting of Shareholders
The Majestic Centre Agreement
The Majestic Centre Agreement between NPT 10 Limited and Kiwi Property Holdings Limited sets out the terms on which
NPT 10 Limited agrees to buy and Kiwi Property Holdings Limited agrees to sell The Majestic Centre at 88-122 Willis Street,
Wellington.
The purchase price for The Majestic Centre is $119 million, payable to Kiwi Property Holdings Limited on the Settlement
Date. Upon payment of the purchase price, Kiwi Property Holdings Limited will transfer title to the property to NPT 10
Limited.
The Majestic Centre Agreement is subject to the settlement conditions set out above.
If any condition is not fulfilled or, if permitted, waived by the due date specified in the Majestic Centre Agreement then
either party may avoid the agreement by giving written notice to the other.
The Majestic Centre Agreement is collateral to and interdependent with the North City Agreement so that settlement
of one Sale and Purchase Agreement shall only take place contemporaneously with settlement of the other, unless one
Sale and Purchase Agreement is terminated because of material damage which would result in the building becoming
“untenantable” as described below.
If there is loss or damage to The Majestic Centre following satisfaction of the settlement conditions but prior to the
Settlement Date, which would result in The Majestic Centre becoming “untenantable” (meaning that tenants which
comprise not less than 40% of the net lettable area would have the right to cancel under the terms of the relevant leases),
then within 20 working days NPT may elect to:
(a) terminate both the Sale and Purchase Agreements which would effectively terminate the Kiwi Property Proposal
in its entirety. In this event, the Board would consider the options available to it at that time, including alternative
acquisition opportunities and / or a return of capital to Shareholders; or
(b) terminate the Majestic Centre Agreement and proceed with settlement of the North City Agreement only. In
this event, Kiwi Property would pay $4 million to NPT in consideration for entry into the Management Agreement
and would subscribe and pay for such number of new Shares so that it would hold approximately 11% of the total
number of Shares on issue post the Entitlement Offer; or
(c) proceed with settlement of both the Kiwi Properties. In this event Kiwi Property Holdings Limited would be required
to remedy the damage or, if not reasonably practicable to remedy the damage, would on the Settlement Date assign
all rights to proceeds of insurance to NPT, and Kiwi Property would pay any insurance deductible.
The North City Agreement
The North City Agreement between NPT 11 Limited and Kiwi Property Holdings Limited sets out the terms on which NPT
11 Limited agrees to buy and Kiwi Property Holdings Limited agrees to sell the North City Shopping Centre at 2 Titahi Bay
Road and Lyttelton Avenue, Porirua.
The purchase price for North City Shopping Centre is $111 million, payable to Kiwi Property Holdings Limited on the
Settlement Date. Upon payment of the purchase price, Kiwi Property Holdings Limited will transfer title to the property to
NPT 11 Limited.
The North City Agreement requires Kiwi Property Holdings Limited to complete certain works to parts of the North City
Shopping Centre, in accordance with specified requirements under relevant agreements and in compliance with specified
designs, at its own cost. These works are expected to bring the relevant areas of the North City Shopping Centre up to
at least 67% of New Building Standard (NBS). Kiwi Property Holdings Limited is responsible for the completion of these
works under the terms of the North City Agreement, and any failure to complete them in accordance with the terms of that
agreement may result in Kiwi Property being liable to NPT for a breach of contract. The valuation report jointly obtained
with Kiwi Property Holdings Limited in respect of the North City Shopping Centre assumes that all components of the
North City Shopping Centre have NBS ratings in excess of 67%. The current NBS rating for the North City Shopping Centre
differs for each separate structure which comprises the North City Shopping Centre. Two carparking buildings (which are
the subject of strengthening works which Kiwi Property Holdings Limited is responsible for managing (at its cost) under the
North City Agreement) are currently rated at 25% of NBS. One building (which is the subject of strengthening works to be
completed by Kiwi Property Holdings Limited under the North City Agreement) is rated at 34% of NBS. The remaining three
buildings are rated between 70% and 91% of NBS. The terms and conditions of the North City Agreement are otherwise
the same or substantially the same as the terms and conditions of the Majestic Centre Agreement (including, for example,
material damage and the settlement conditions).
11
The Majestic Centre, Wellington
North City, Porirua
Print Place, Middleton, Christchurch
AA Centre, Auckland Central
Heinz Wattie's NDC, Hastings
22 Stodard Rd, Mt Roskill
Eastgate Shopping Centre,
Linwood, Christchurch
The Kiwi Properties
Existing NPT properties
12NPT Limited Notice of Special Meeting of Shareholders
Description of The Majestic Centre and North City Shopping Centre
The Majestic Centre, 88 - 122 Willis Street, Wellington
One of the most iconic buildings in Wellington and a major feature on the city’s skyline, The Majestic Centre is a modern
office building constructed in 1991. It is a modern 35-level office building comprising of 21 levels of office accommodation
above a 3-level podium, ground floor retail and six levels of basement parking.
The centre is located at the southern end of the Wellington CBD on a freehold site of 3,617 sqm. The lettable area for the
centre is 24,473 sqm with 240 carparks, reflecting approximately one carpark per 102 sqm of lettable area.
The Majestic Centre benefits from nationally recognised tenants from the public and private sectors including Opus
International Consultants Limited, Earthquake Commission, Ernst & Young, Summerset, NZ Trade & Enterprise, Cigna Life
Insurance NZ Limited and The Government of Japan.
Kiwi Property has recently completed a major seismic strengthening project costing approximately $84 million, which
increased the strength of the building’s main tower to 100% of NBS. As a result, 97% of the building’s net lettable area
achieves a performance rating equivalent to 100% of NBS. Two smaller areas, outside of the main tower, are rated at 85%
of NBS (the upper part of main entrance atrium) and 40% of NBS (two small tenancies comprising 3% of net lettable area),
respectively.1
In conjunction with the strengthening project, a substantial internal refurbishment of the building was completed including:
—new lobby café and seating;
—new lift car interiors;
—many floors refurbished; and
—refurbished bathrooms.
The Majestic Centre experienced only minor and non-structural damage in the November 2016 Kaikoura earthquakes. As a
result, the building has since recorded a positive increase in leasing enquiry.
1 The 100% NBS performance rating for the main tower and the NBS performance ratings for the upper part of the main
entrance atrium and the two smaller tenancies have been provided to Kiwi Property by Kiwi Property’s external engineer, and,
in the case of the 100% NBS performance rating for the main tower, has been based on a performance based assessment to
ASCE-41 performance objectives at Life Safety and Collapse Prevention limit states for 100% and 150% earthquake load levels to
NZS1170.5:2004 (New Zealand Loadings Standard) respectively.
13
North City Shopping Centre, 2 Titahi Bay Road and Lyttleton Avenue, Porirua
North City Shopping Centre comprises a fully enclosed two level regional shopping centre, which originally commenced
trading in 1990, with extensions completed in 1997 and 2004. Located within Porirua’s town centre, the 25,000 sqm centre
is anchored by Kmart, Farmers and Reading Cinemas with an adjoining New World supermarket under separate ownership.
The centre’s land area consists of a freehold site of 29,355 sqm and a strata title share of 10,925 sqm.
In addition to the anchors, the centre has four mini-major tenancies (Whitcoulls, Paper Plus, Baby Factory and Life
Pharmacy) and 86 specialty retail, kiosk and food court tenancies. Level three of the property has office accommodation,
which provides nine suites occupied by predominantly medical and community services tenants.
The centre has enjoyed strong support from its anchors. Farmers has recently entered into a new 15-year lease from
September 2016 and intends to refurbish its store in 2017. Kmart re-committed to the centre for a term of 10-years in 2012,
and completed a refurbishment of its store in 2015.
The Wellington City Council Urban Growth Plan notes that development projects currently underway will stimulate
future residential growth in the northern edge of Wellington City, within the North City Shopping Centre retail spending
catchment. Principal areas of residential growth include Lincolnshire Farm and Stebbings Valley. Over recent years there
has been significant residential development occurring within the centre’s catchment, and Porirua City has the third highest
median family income of all territorial authorities in New Zealand. A major roading project, Transmission Gully, is currently
under construction between Linden and MacKays. The valuation report commissioned by NPT and Kiwi Property in respect
of North City Shopping Centre notes that the direct benefits of Transmission Gully to North City Shopping Centre are likely
to be somewhat limited, but may encourage new residential development within the centre’s catchment area.
For the 12 months ended 31 December 2016, North City Shopping Centre enjoyed like-for-like growth in total
retail sales of 14%.
The retail components of North City Shopping Centre experienced minor and non-structural damage in the November 2016
Kaikoura earthquakes. One carparking building is undergoing planned strengthening works (which are to be managed by
Kiwi Property Holdings Limited under the North City Agreement). The centre has therefore not suffered the disruption
experienced by competing locations such as Queensgate Shopping Centre following the November 2016 Kaikoura earthquakes.
14NPT Limited Notice of Special Meeting of Shareholders
One of the most iconic buildings in Wellington and a major
feature on the city’s skyline, The Majestic Centre is a modern
35-level office building constructed in 1991.
Property information as per 31 December 2016
Building gradeA-grade
Date constructed1991
Net lettable area (sqm)24,473
Typical floorplate (sqm)900 - 1,000
Carparks (no.)240
Net passing income1$7.83m
Occupancy91.8%
Weighted average lease term (years) (by area) 5.5
Independent valuation$121.8m
Capitalisation rate27.25%
Passing yield36.37%
10-year internal rate of return8.52%
The
Majestic
Centre
88-122 Willis Street,
Wellington
Date constructed
1991
Independent Valuation
$121.8m
Building grade
A-grade
WALT
5.5 years
Occupancy
91.8%
Notes to table:
Source: 31 December 2016 property valuations and Kiwi Property.
1 Passing income represents the sum of the current total rent and expense recoveries from tenants less the total
outgoing property expenses.
2 The capitalisation rate represents the rate utilised by property valuers and applied to the net income of the property (assuming
fully leased) to derive its valuation (with adjustments for market rent variations) (from 31 December 2016 valuations).
3 Passing yield represents the passing income divided by the independent valuation.
The
Majestic
Centre
Willis Street
Victoria Street
Boulcott Street
© OpenStreetMap
15
16NPT Limited Notice of Special Meeting of Shareholders
2 Titahi Bay Road
Porirua, Wellington
Date constructed
1990
Independent Valuation
$114.0m
Centre Type
Regional
WALT
3.4 years
Occupancy
99.5%
North City comprises a fully enclosed two level regional
shopping centre, which originally commenced trading in 1990,
with extensions completed in 1997 and 2004
Property information as per 31 December 2016
Centre typeRegional
Date constructed1990
Net lettable area (sqm)25,071
Tenants (no.)102
Carparks (no.)1,102
Net passing income1$9.08m
Occupancy99.5%
Weighted average lease term (years)3.4
Independent valuation2$114.0m
Capitalisation rate37.63%
Passing yield47.97%
10-year internal rate of return9.53%
Year to Dec-16 total sales$114.7m
Specialty sales ($/sqm)6,966
Specialty gross occupancy cost15.1%
North City
Shopping
Centre
Notes to table:
Source: 31 December 2016 property valuations and Kiwi Property.
1 Passing income represents the sum of the current total rent and expense recoveries from tenants less the total outgoing property
expenses.
2 The independent valuation dated 31 December 2016 assumes that all components of North City Shopping Centre have NBS
ratings in excess of 67%. Under the North City Agreement, Kiwi Property Holdings Limited is to undertake work at North City
Shopping Centre, which is expected to bring all areas of that property up to at least 67% of NBS.
3 The capitalisation rate represents the rate utilised by property valuers and applied to the net income of the property (assuming
fully leased) to derive its valuation (with adjustments for market rent variations) (from 31 December 2016 valuations).
4 Passing yield represents the passing income divided by the independent valuation.
North City
Shopping Centre
© OpenStreetMap
17
18NPT Limited Notice of Special Meeting of Shareholders
2. Entitlement Offer
The acquisition of the Kiwi Properties is to be funded in part by new equity capital raised by NPT. NPT is seeking to raise
approximately $94 million of new capital under the Entitlement Offer, at an issue price per Share that has not yet been
determined. It is expected that Shares will be issued under the Entitlement Offer at a discount to the market price for
Shares at the time that the Entitlement Offer commences.
Based on NPT’s current market capitalisation, and allowing for the potential pricing for the Entitlement Offer, it is expected
that eligible Shareholders would be offered approximately one new Share for every one Share currently held.1 The actual
number of Shares to be offered to each eligible Shareholder and issued under the Entitlement Offer will depend upon the
final price at which the Entitlement Offer is determined to be made.
Forsyth Barr Limited (Forsyth Barr) has been appointed as Lead Manager to the Entitlement Offer. To help provide
certainty as to funding, the Board intends that the Entitlement Offer will be underwritten. However, as Shareholders must
approve Resolution 1 before the Entitlement Offer can proceed, NPT may not be able to confirm the availability or terms of
any underwriting arrangement, including the price at which the Entitlement Offer and the underwriting would take place,
until after the date of the Special Meeting.
The Entitlement Offer will be undertaken through separate offers to eligible institutional Shareholders and eligible
retail Shareholders (being Shareholders with a registered address in New Zealand who are not also eligible institutional
Shareholders). Shareholders who are not eligible to participate in the Entitlement Offer may receive value as described
below.
Entitlements not taken up under the Entitlement Offer, along with those attributable to ineligible Shareholders, will be
offered under two bookbuilds (one after the offer to eligible institutional Shareholders and one after the offer to eligible
retail Shareholders) to a range of institutional investors. If the price achieved in a bookbuild exceeds the price for the
Entitlement Offer, the excess will be paid, on a pro-rata basis, to the Shareholders that did not, or were ineligible to, take up
their entitlement under that offer.
The Entitlement Offer will not proceed if Resolution 1 is not approved by Shareholders, and may not proceed if any of
Resolutions 2 to 6 are approved by Shareholders. The acquisition of the Kiwi Properties is unlikely to be able to proceed if
the Entitlement Offer is not successful.
Depending on timing, the Entitlement Offer may be completed before NPT has obtained the approval of the Overseas
Investment Office for the purchase of the Kiwi Properties. Accordingly, there is a possibility that Shares will be issued
under the Entitlement Offer but that the purchase of the Kiwi Properties does not take place because the approval of
the Overseas Investment Office is not obtained (or for any other failure to satisfy conditions under the Sale and Purchase
Agreements). In those circumstances, NPT would have issued new Shares, and received the amount payable for those
Shares, under the Entitlement Offer. The Board would consider the options available to it at that time, including alternative
acquisition opportunities for NPT and / or a return of capital to Shareholders.
An offer booklet describing the terms of the Entitlement Offer in more detail (including application instructions and an
application form to enable Shareholders to accept their entitlement) (the Offer Document) will be sent to Shareholders
upon commencement of the Entitlement Offer, provided Shareholders vote in favour of Resolution 1. In addition, NPT will be
required to release to the market any non-public price sensitive information held by it before it is able to proceed with the
Entitlement Offer.
3. Subscription for Shares by Kiwi Property
On 29 March 2017, NPT and Kiwi Property entered into the Subscription Agreement pursuant to which NPT agrees to issue
and Kiwi Property agrees to subscribe for new Shares.
In consideration for the issue of such new Shares, Kiwi Property will, contemporaneous with settlement of the acquisition
of the Kiwi Properties, pay NPT an amount equal to the application price per new Share calculated under the Subscription
Agreement as the theoretical ex-rights price (TERP) of Shares at the time that the Entitlement Offer commences multiplied
by the total number of new Shares to be issued to Kiwi Property.
1 An Entitlement Offer of one new Share for every one Share currently held is expected based upon NPT’s market capitalisation of
approximately $99 million as at 24 March 2017, an NPT share price on that date of $0.61 per Share, an issue price of $0.58
per new Share under the Entitlement Offer in order for an expected capital raising of approximately $94 million. The actual
amount to be raised and the prevailing NPT share price may vary and as such the number of new Shares to be offered under the
Entitlement Offer may vary.
19
The TERP is effectively the then current volume weighted average price for Shares over the 10 trading days prior to the
date that the Entitlement Offer commences, adjusted to allow for the impact in that share price arising from the issue of
Shares under the Entitlement Offer at the discounted price at which Shares will be offered to eligible Shareholders under
the Entitlement Offer.
If both of the Sale and Purchase Agreements settle according to their terms, the total number of new Shares to be issued
by NPT to Kiwi Property will be an amount so that Kiwi Property holds approximately 19.9% of the total number of Shares
on issue (inclusive of any Shares to be issued to Kiwi Property), calculated as at 5:00 p.m. on the day that Shares are issued
to eligible retail Shareholders under the Entitlement Offer.
If one of the Sale and Purchase Agreements is terminated due to a material damage event which results in the relevant
property being “untenantable” (meaning that tenants which comprise not less than 40% of the net lettable area would have
the right to cancel under the terms of the relevant leases), then the total number of new Shares to be issued by NPT to Kiwi
Property will be an amount so that Kiwi Property holds approximately 11% of the total number of Shares on issue (inclusive
of any Shares to be issued to Kiwi Property), calculated as at 5:00 p.m. on the day that Shares are issued to eligible retail
Shareholders under the Entitlement Offer. This is described above in more detail under the heading
The Majestic Centre
Agreement
.
Kiwi Property will pay for the new Shares and NPT will issue the new Shares to Kiwi Property on the Settlement Date.
The Subscription Agreement is subject to the following conditions:
(a) NPT obtaining the approval of Shareholders by Ordinary Resolution to the acquisition of the Kiwi Properties for the
purposes of Listing Rule 9.1.1(b) and to the issue of Shares to Kiwi Property for the purposes of Listing Rule 7.3.1(a);
and
(b) the Sale and Purchase Agreements becoming unconditional in accordance with their terms (see page 9 for
more details).
4. Debt Financing
To provide further funding for the purchase of the Kiwi Properties, NPT has obtained the commitment of its bankers to
extend NPT’s existing debt facility by $100 million to a maximum facility size of $170 million (the Debt Financing). Under
the terms agreed with Bank of New Zealand (BNZ), NPT’s existing bank facility will be amended to provide:
—Westpac New Zealand Limited and Industrial and Commercial Bank of China (New Zealand) Limited will be added to
the banking group as lenders with commitments of up to $55 million each. BNZ will remain as a lender and as facility
agent with a commitment of up to $60 million;
—an additional facility of up to $100 million will be available to be drawn by NPT to part fund the acquisition of the Kiwi
Properties subject to satisfaction of conditions precedent that include the following:
-there being no Material Adverse Event (as defined in the Debt Financing documentation) from the date of
NPT’s latest financial statements;
-approval of valuations of each property owned by NPT and each of the Kiwi Properties;
-the NPT Group raising sufficient funds through the Entitlement Offer to complete the acquisition of the Kiwi
Properties;
-the facility agent being satisfied with the due diligence reports in relation to the acquisition of the Kiwi
Properties; and
-delivery to the lenders of a directors’ certificate, legal opinions and other documentation.
Subject to the approval of Shareholders to Resolution 1, the amended banking facility is expected to be entered into by
NPT and the lenders prior to the commencement of the Entitlement Offer. If Shareholders do not pass Resolution 1, the
amended banking facility will not be required and NPT will not proceed with it.
20NPT Limited Notice of Special Meeting of Shareholders
Indicative Acquisition Funding
The indicative funding1 for the acquisition of the Kiwi Properties can be summarised as follows:
SOURCES$ million
Payment from Kiwi Property for the Management Agreement6.0
New Shares issued to Kiwi Property247.9
New Shares issued under the Entitlement Offer 93.9
Extension of existing debt facilities86.6
Total sources 234.4
USES$ million
Acquisition of the Kiwi Properties230.0
Transaction costs34.4
Total uses234.4
5. Management Agreement
On 29 March 2017, NPT and Kiwi Property entered into the Management Agreement pursuant to which NPT has
appointed, with effect from the Commencement Date, Kiwi Property as the sole and exclusive provider of management
and other services to NPT and every subsidiary of NPT (together the NPT Group). A summary of the key terms of the
Management Agreement is set out below, and a description of the fees payable by NPT is set out at Schedule 3. A copy of
the Management Agreement can be found on NPT’s website on www.npt.co.nz or upon request in writing to NPT by any
Shareholder at the address set out in the Directory.
The Board considers that the entry into and performance of the Management Agreement is in the best interests of NPT and
the NPT Group.
Appointment
The appointment of Kiwi Property as the manager of the NPT Group will take effect from the Commencement Date. Kiwi
Property will provide management (including property management) and other services to the NPT Group in a skilled and
professional manner, manage the NPT Group’s business in such a way as to seek to maximise the value of the investment of
Shareholders over the medium to long term, and act at all times in the best interests of the NPT Group and in good faith.
Kiwi Property will employ a fund manager who will act exclusively for NPT and engage with the Board. The fund manager
will represent the interests of NPT with the property and investor market on NPT’s behalf.
Termination
The Management Agreement shall continue until terminated in accordance with its terms. The agreement may be
terminated as follows:
—either party may terminate the Management Agreement at any time after the fifth anniversary of the Commencement
Date by providing the other party with six months’ notice in writing (or such other period as agreed between the
parties). Any termination by NPT on this basis will only take effect if the termination has been approved by an
Notes to table:
1 With the exception of the payment received for the Management Agreement and the payment made for the acquisition of the
Kiwi Properties, the numbers shown are necessarily approximations as the final numbers will depend on the terms and outcome of
the Entitlement Offer and the issue of Shares to Kiwi Property and the prevailing value of new Shares.
2 The new Shares issued to Kiwi Property in part consideration for the acquisition of the Kiwi Properties will be issued so as to
provide Kiwi Property an approximately 19.9% shareholding in NPT post the Entitlement Offer and the issue of Shares to Kiwi
Property, at an issue price based on the volume weighted average price of Shares traded on the Main Board over the 10 trading
days up to the date that the Entitlement Offer commences (adjusted for the impact of the Entitlement Offer), provided that if
one of the Sale and Purchase Agreements is terminated then Kiwi Property will be issued an amount of new Shares which would
result in an approximately 11% shareholding in NPT post the Entitlement Offer and the issue of Shares to Kiwi Property. For the
purposes of the indicative funding sources, Kiwi Property is assumed to hold 19.9% of NPT’s Shares on issue post the Entitlement
Offer. The new Shares issued to Kiwi Property are assumed to have a value of approximately $47.9 million but this may vary
depending on the number of Shares issued under the Entitlement Offer and the prevailing value of Shares.
3 Includes estimated total costs relating to the Kiwi Property Proposal, expected costs relating to the Entitlement Offer, and
$0.5 million of property due diligence and purchase costs.
21
Ordinary Resolution of Shareholders. Kiwi Property and its Associated Persons will be precluded from voting on such
an Ordinary Resolution. In the event of NPT exercising this right of termination, Kiwi Property will be entitled to a
termination fee equal to the higher of 2.5% of NPT’s “Total Assets” and “Fair Market Value” (each as defined in the
Management Agreement). In the event of Kiwi Property exercising this right of termination, Kiwi Property will be
entitled to a termination fee equal to 2.5% of “Total Assets” (as defined in the Management Agreement);
—either party may terminate the Management Agreement by written notice on the occurrence of certain events in
relation to the other party, such as liquidation, receivership, insolvency, composition with creditors or appointment of
a statutory manager. In the event of NPT exercising this right of termination, no termination fee would be payable by
NPT to Kiwi Property. In the event of Kiwi Property exercising this right of termination, a termination fee equal to the
higher of 2.5% of NPT’s “Total Assets” and “Fair Market Value” (each as defined in the Management Agreement) would
be payable by NPT to Kiwi Property;
—either party may terminate the agreement at any time by giving the other party not less than six months' written
notice (or as otherwise agreed between the parties in writing), if the other party commits a material breach of
a material provision of the agreement and (if the breach is capable of remedy) fails to remedy the breach within
20 working days after receipt of written notice from the non-defaulting party. NPT may only exercise this right of
termination if the termination has been approved by an Ordinary Resolution of Shareholders. Kiwi Property and its
Associated Persons will be precluded from voting on such an Ordinary Resolution. In the event of NPT exercising this
right of termination, no termination fee would be payable by NPT to Kiwi Property. In the event of Kiwi Property
exercising this right of termination, a termination fee equal to the higher of 2.5% of NPT’s “Total Assets” and “Fair
Market Value” (each as defined in the Management Agreement) would be payable by NPT to Kiwi Property; and
—either party may terminate the agreement if the other is prevented or delayed from performing its obligations by
reason of force majeure for not less than three consecutive months. If either party excercises this right of termination,
a termination fee equal to the higher of 2.5% of NPT’s “Total Assets” and “Fair Market Value” (each as defined in the
Management Agreement) would be payable by NPT to Kiwi Property.
Kiwi Property may novate the Management Agreement to NPT within six months of receiving written notice that NPT
has experienced a change in control (in which case a termination fee equal to the higher of 2.5% of NPT’s “Total Assets”
and “Fair Market Value” (each as defined in the Management Agreement) would be payable by NPT to Kiwi Property).
Kiwi Property may not otherwise assign its rights and obligations under the Management Agreement without the consent
of NPT, other than where Kiwi Property assigns its rights and obligations to a wholly owned subsidiary or to an entity which
has one or more of its equity securities stapled to the shares in Kiwi Property and in each case where the relevent entity
manages Kiwi Property.
Board appointment rights
Under the terms of the Management Agreement, but subject to the Listing Rules and the requirements of any waiver of
the Listing Rules granted by NZX, from time to time (if applicable), Kiwi Property may request that NPT call a meeting of
Shareholders for the purposes of approving amendments to NPT’s constitution to enable Kiwi Property to appoint:
—one director to the Board where the total number of directors (inclusive of the director appointed by Kiwi Property) is
five or less;
—two directors to the Board where the total number of directors (inclusive of the directors appointed by Kiwi Property)
is six; or
—such number of directors to the Board as is equal to one-third of the total number of directors, rounded to the nearest
whole number of directors, where the total number of directors (inclusive of the directors appointed by Kiwi Property)
is more than six.
If the Board includes one or more directors appointed by Kiwi Property pursuant to such an amended constitution, then Kiwi
Property will not, and will use its best endeavours to procure that its Associated Persons do not, vote on any resolutions to
appoint or remove any other director of the Board.
Unless and until such amendment to NPT’s constitution occurs, and to the extent permitted by the Listing Rules and
applicable law, the Board shall exercise its power to fill any casual vacancy with persons nominated by Kiwi Property,
provided that Kiwi Property, as manager, may not nominate a greater number of directors than it would otherwise be
entitled to if NPT’s constitution was amended as described above. Any directors nominated by Kiwi Property, as manager,
and appointed by the Board to fill any casual vacancy would retire and stand for election at the next annual meeting of
Shareholders (as required by the Listing Rules).
Operational matters
The Management Agreement also provides for a Conflicts of Interest Policy which sets out how acquisition and leasing
opportunities will be managed by Kiwi Property on behalf of its managed entities, including NPT.
Where a conflict of interest is identified by Kiwi Property, which is not an acquisition or leasing opportunity for NPT, Kiwi
NPT Limited Notice of Special Meeting of Shareholders22
Property as manager must determine whether that conflict of interest could have an adverse effect on NPT. If Kiwi
Property determines that the conflict of interest will have an effect on NPT, it must advise the Board, who may waive the
conflict of interest or require Kiwi Property to prepare, implement and report to the Board on a plan to manage that conflict
of interest.
Acquisition opportunities will first be identified by reference to a managed entity’s investment strategy, current business
plan and any applicable restraints such as contractual, legal, operational or financial reasons that influence a managed
entity’s ability to undertake a transaction. If this process results in an acquisition opportunity being deemed suitable for
more than one entity, Kiwi Property will establish independent teams, with appropriate information barriers, to act on
behalf of each party. Accordingly, acquisition opportunities may not be offered exclusively to NPT. Certain acquisition
opportunities would not need to be offered to NPT under the Conflicts of Interest Policy, including where:
(a) the assets which are the subject of the acquisition opportunity are in close proximity to those of another managed
entity;
(b) the acquisition opportunity is available for a particular managed entity due to the specific characteristics of that
managed entity;
(c) an acquisition opportunity is offered confidentially and/or exclusively to a particular managed entity; or
(d) where an acquisition opportunity is subject to a preferential arrangement between a third party and a managed
entity.
Leasing opportunities that arise for two or more entities managed by Kiwi Property are to be dealt with on a similar
confidential, competitive basis. Kiwi Property has agreed that, unless it has effective information barriers in place between
teams, it will not solicit NPT tenants for the benefit of any other entity that Kiwi Property manages other than where the
tenant responds to untargeted public advertising or approaches Kiwi Property, whether directly or through an agent, on an
unsolicited basis where the tenant would not be in breach of an existing lease if it were to cease being an NPT tenant.
23
NPT owns a diverse portfolio of retail, industrial and commercial property located throughout New Zealand. As of 30
September 2016, NPT owned five properties with a total value of $169.9 million1, with net assets of $119.5 million relative to
a total market capitalisation of approximately $99 million as of 24 March 2017.
NPT’s small scale when compared to other listed property entities, relatively illiquid share trading and ongoing share price
discount to net assets (compared to a number of other entities in the S&P/NZX All Real Estate Index) has affected NPT’s
ability to successfully raise equity, largely limiting NPT’s growth opportunities to organic initiatives such as its expansion
projects at Eastgate Shopping Centre and redevelopment of the AA Centre.
In 2016, NPT received four proposals which sought to significantly affect the scale and nature of the company, including
the Kiwi Property Proposal. In conjunction with NPT’s own review, Northington Partners was engaged to assess each
of the proposals with respect to the financial, commercial and strategic impacts on NPT. Northington Partners’ advice
confirmed the Board’s own conclusion that, of the proposals received, the Kiwi Property Proposal would provide the current
Shareholders with the best outcome. The Board’s conclusion reflected that:
—The Kiwi Properties are more consistent with NPT’s existing property portfolio and strategy than the properties offered
to NPT under other proposals.
—Kiwi Property has direct ownership of the properties to be acquired, providing greater transaction certainty compared
to other proposals received.
—Kiwi Property will make a higher payment for the externalisation of management than amounts offered under other
proposals.
—Kiwi Property has proposed what the Board considers to be a market leading management contract, with NPT having
the ability to terminate without cause after five years (subject to the payment of a termination fee and the approval of
Shareholders by Ordinary Resolution2) and the maintenance of a Board with a majority of independent directors.
—Kiwi Property will become a cornerstone Shareholder with a 19.9% shareholding in NPT, ensuring the parties’ interests
are aligned.
—The Kiwi Property Proposal was assessed by the Board as being the transaction most likely to be successfully
implemented due to the substantial size of the equity investment by Kiwi Property, a capital raising through an
Entitlement Offer of a manageable size that could be underwritten and bank funding that allowed NPT to maintain
appropriate gearing.
—Kiwi Property was assessed by the Board as being the most credible partner for NPT, being the largest listed property
investment vehicle on the NZX3 and a party that already undertakes management of property for third parties.
—The Kiwi Property Proposal provides NPT with the ability to leverage the Kiwi Property management resources to
benefit the existing NPT portfolio.
The highlights of the Kiwi Property Proposal and an overview of the benefits the Kiwi Property Proposal provides are
summarised in the following pages, together with the key reasons why the Board believes Shareholders should support the
Kiwi Property Proposal and vote in favour of Resolution 1.
Rationale for the Kiwi Property Proposal
1 Based on NPT book values as of 30 September 2016.
2 Termination by NPT can be made at any time after the fifth anniversary of the commencement of the Management Agreement
upon six months’ notice if approved by an Ordinary Resolution of Shareholders (excluding Kiwi Property and its Associated
Persons) and upon payment of a termination fee equal to the higher of 2.5% of NPT’s “Total Assets” and “Fair Market Value”
(each as defined in the Management Agreement). A summary of the Management Agreement is set out above under the heading
Management Agreement.
3 Based on market capitalisation of members of the S&P/NZX All Real Estate Index as at 24 March 2017.
24NPT Limited Notice of Special Meeting of Shareholders
1. Creation of a larger property portfolio providing scale economies with increased exposure to quality assets
The acquisition of The Majestic Centre and North City Shopping Centre are consistent with the NPT Group’s existing
investment strategy, founded on a diversified nationwide portfolio of retail, office and industrial properties. The Kiwi
Properties share similar investment characteristics with the NPT Group’s existing portfolio, considering the relative
capitalisation rates, weighted average lease terms and tenant profiles. They also provide larger scale from which to execute
NPT’s ’Core-Plus’ investment strategy (as further detailed below under the heading Future Strategy) and NPT’s ambition to
target superior risk-adjusted returns and value creation through higher-yielding assets, the avoidance of contested, lower
yielding premium-grade assets and the application of active risk and property asset management.
The following table sets out some key metrics for NPT’s current portfolio, the two properties included in the Kiwi Property
Proposal and the combined portfolio assuming that the Kiwi Property Proposal is approved.
NPT StandaloneKiwi Properties
NPT post-completion
of the Kiwi Property
Proposal
Portfolio value1$169.9m$235.8m$405.7m
Number of properties527
Number of tenants89129218
Weighted average lease term (years)25.04.54.7
Capitalisation rate37.9%7.4%7.6%
Passing yield47.9%7.2%7.5%
Occupancy298.3%95.7%97.6%
2. Enhanced Distributable Profit for Shareholders
Based on the terms of the acquisition of the Kiwi Properties and the currently expected terms of the Entitlement Offer, the
Board expects that the Kiwi Property Proposal will result in improved Distributable Profit per Share in the first full year of
ownership. As illustrated below, NPT expects pro forma Distributable Profit per Share to increase by approximately 9.7%
as a result of the Kiwi Property Proposal, compared to the Distributable Profit per Share for NPT’s existing business for the
year to 31 March 2018 (adjusted for the impact of the pro-rata Entitlement Offer – see Note 2 to the table on page 30).
Notes to table:
1 Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on
an as complete basis assuming all seismic strengthening work has been completed.
2 NPT portfolio and the Kiwi Properties weighted average lease term and occupancy as of 31 December 2016.
3 The capitalisation rate represents the rate utilised by property valuers and applied to the net income of the property (assuming
fully leased) to derive its valuation (with adjustments for market rent variations) (from 31 March 2016 valuations in respect of NPT
and 31 December 2016 for the Kiwi Properties).
4 Passing yield represents the sum of the total rent and expense recoveries from tenants less the total outgoing property expenses
divided by the independent valuation (from 31 March 2016 valuations in respect of NPT and 31 December 2016 for the Kiwi
Properties).
25
FY18F Pro forma Distributable Profit per Share1
Notes to graph:
1 Standalone Distributable Profit per Share based on FY18 forecast
Distributable Profit per share of 3.75 cents for NPT’s existing
business adjusted by a factor of 0.975 to reflect the pro-rata bonus
element of the Entitlement Offer assuming a 1-for-1 Entitlement
Offer at $0.58 per Share; an existing share price of $0.61 as of 24
March 2017; and shares issued to Kiwi Property at a theoretical
ex-rights price of $0.595. FY18F pro forma Distributable Profit
per share post the Kiwi Property Proposal based on the expected
incremental earnings from the Kiwi Properties and proposed
funding structure assuming they are acquired on 1 April 2017 and
assumes a full year contribution to Distributable Profit. 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. Schedule 2 provides a
reconciliation of NPT’s forecast FY18F net profit before taxation and
Distributable Profit following the Kiwi Property Proposal.
3. Increased property portfolio diversification with enhanced tenant profile
The Kiwi Property Proposal will increase the NPT Group’s total property portfolio to seven properties with an average value
of approximately $58 million, compared to the existing portfolio of five properties with an average value of approximately
$34 million.
The Kiwi Property Proposal will establish a significant presence for NPT in the Wellington market. While this results in
some concentration in that area, the Kiwi Properties are high quality assets. The displacement of office space in Wellington
from the temporary closure or demolition of other buildings is expected to benefit The Majestic Centre, as businesses seek
premises in buildings which have been strengthened.
The Board also expects that the investment property portfolio held by NPT following the Kiwi Property Proposal will provide
a more scalable platform to acquire additional properties or recycle existing properties into new opportunities. As a larger
business, NPT will be able to target further acquisitions while retaining prudent levels of gearing and will be able to dispose
of properties with potentially less impact on the financial performance of the business as a whole. With this additional
flexibility, NPT expects the geographic weighting of NPT to change over time, providing greater portfolio diversification.
3.66
4.01
NPT Standalone
(TERP Adjusted)
NPT post-completion
of the Kiwi
Property Proposal
9.7%
Increase
26NPT Limited Notice of Special Meeting of Shareholders
NPT geographic exposure by property value1
Note to graph:
1 Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on an as
complete basis assuming all seismic strengthening work has been completed at North City Shopping Centre, resulting in the property having
an NBS rating in excess of 67%.
Following the Kiwi Property Proposal, the NPT portfolio will have increased exposure to retail and commercial office
properties, with the combined weighting increasing to 90% compared to 76% currently. However, NPT’s ’Core-Plus’ strategy
(as detailed in the section headed Future Strategy on page 30) will allow ongoing consideration of industrial property
opportunities nationwide, including within selected provincial centres.
Note to graph:
2 Based on NPT book values as of 30 September 2016 and independent valuations of the Kiwi Properties as of 31 December 2016 on an as
complete basis assuming all seismic strengthening work has been completed at North City Shopping Centre, resulting in the property having
an NBS rating in excess of 67%.
The Kiwi Property Proposal will significantly diversify the quantity and quality of tenants and reduce NPT’s exposure
to single tenant vacancy risk. Following completion of the Kiwi Property Proposal, the top 10 tenants will represent
approximately 40% of NPT’s rental income relative to approximately 68% currently. The Kiwi Property Proposal will
introduce or increase NPT’s exposure to nationally recognised tenants including Kmart, Farmers, Ernst & Young and Opus
International Consultants Limited.
NPT sector exposure by property value2
55%
Retail
21%
Office
24%
Industrial
NPT
Post-completion
of the Kiwi
Property Proposal
10%
Industrial
39%
Office
51%
Retail
NPT
Standalone
NPT
Post-completion
of the Kiwi
Property Proposal
58%
Wellington
7%
Hawkes Bay
18%
Auckland
17%
Christchurch
NPT
Standalone
42%
Auckland
16%
Hawkes Bay
42%
Christchurch
27
NPT key tenants1
4. Increased market capitalisation and index weighting expected to increase liquidity and investor interest with
better access to capital markets
The Kiwi Property Proposal and the associated Entitlement Offer is expected to more than double NPT’s market
capitalisation and should, over time, lead to an expanded shareholder base. NPT expects that this will result in significantly
greater share liquidity (i.e. an enlarged pool of buyers and sellers of Shares) and an improved NZX property index weighting.
The increased scale of NPT should increase the likelihood of broker research coverage, stimulate wider market interest in
NPT and provide enhanced access to equity capital.
Kiwi Property’s cornerstone 19.9% shareholding following the Kiwi Property Proposal, as well as access to Kiwi Property’s
capital management, treasury and investor relations skills should also support NPT’s access to capital markets for the
benefit of future growth and ongoing improvements in NPT’s cost of capital.
1 NPT top tenants by rental income as at 31 December 2016.
0.0%5.0%10.05.0%20.0%
10
9
8
7
6
5
4
3
2
1
Percentage of Portfolio Income
Tenant Rank
Top 10 Tenants =
68% of rental income
Top 10 Tenants - Standalone
%1
%1
Percentage of Portfolio Income
Tenant Rank
Top 10 Tenants =
40% of rental income
0.0%5.0%10.05.0%20.0%
10
9
8
7
6
5
4
3
2
1
Top 10 Tenants
Kiwi Property Proposal
%1
%1
- post-completion of the
Kiwi Property Proposal
28NPT Limited Notice of Special Meeting of Shareholders
5. Greater platform for future growth with significant benefits of partnering with Kiwi Property for NPT’s
existing and future portfolio
Immediately following the Kiwi Property Proposal, the NPT Group will have total assets in excess of $400 million and NPT
will have expanded debt facilities of up to $170 million. Approximately $58 million is already drawn under existing debt
facilities, and approximately $87 million will be used to part fund the acquisition of the Kiwi Properties, with debt to total
assets expected to be maintained within the long-run target level of 35%. A larger asset base and available debt capacity
will significantly enhance NPT’s ability to grow, either through new acquisitions or by recycling capital out of existing
properties into new opportunities.
Partnering with Kiwi Property through the Management Agreement and Kiwi Property’s cornerstone 19.9% shareholding is
expected to benefit NPT through access to:
—a funds and property management platform consisting of over 170 people which covers all disciplines of property
ownership, including specialist skills in property management, marketing, development and capital management;
—Kiwi Property’s national expertise in office and retail property management, including one of New Zealand’s best retail
leasing teams;
—opportunities to access Kiwi Property’s network of retail tenants for the benefit of NPT’s existing portfolio; and
—a broader range of potential investment opportunities that would not otherwise be seen by NPT given its current size
and market position.
6. More favourable management structure
Most of the proposals received by NPT involved the externalisation of management through a new management agreement,
with varying terms for the contract purchase price, ongoing fees and the level of services provided. While Shareholders
approved the internalisation of NPT’s previous external management structure in 2010 and NPT considers that an internal
structure provides a number of benefits, continuing under this structure was not an alternative under the Kiwi Property
Proposal. Accordingly, the Board has sought to obtain terms from Kiwi Property that maximise proceeds from the
sale of the management rights, provide tangible ongoing benefits of having Kiwi Property’s market presence as
manager, maintain NPT independence through a separate Board structure and allow for future termination of the
Management Agreement.
Consequently, the terms of the Management Agreement include:
—a purchase price payable by Kiwi Property to NPT of $6 million;
—Kiwi Property is to undertake its management activities in the best interests of NPT;
—NPT will obtain access to the resources of Kiwi Property and will have a dedicated fund manager appointed who will be
responsible for NPT and for engagement with the NPT Board;
—Kiwi Property will be entitled to Board appointment rights; and
—Kiwi Property will be able to be terminated as manager by NPT any time without cause after five years for a payment
equal to the greater of 2.5% of NPT’s “Total Assets” and “Fair Market Value” (each as defined in the Management
Agreement). Kiwi Property may terminate the Management Agreement at any time without cause after five years for
a payment equal to 2.5% of NPT’s “Total Assets” (as defined in the Management Agreement).
A summary of the terms of the Management Agreement can be found in the section entitled
Management Agreement.
NPT expects its management expense ratio (the ratio of indirect operating expenses1 to total assets) following
implementation of the Kiwi Property Proposal from approximately 1.3% in FY16 to approximately 0.7% per annum based
on the size of the NPT portfolio at the time of settlement of the acquisition of the Kiwi Properties and a full 12 months of
operating expenses following the commencement of the Management Agreement.
1 Indirect operating expenses include the administration expenses of NPT and the “Fund Management Fee” (as defined in the
Management Agreement) payable under the Management Agreement (but excluding any “Performance Fee” (as defined in the
Management Agreement)).
29
The Board unanimously
supports the Kiwi
Property Proposal and
strongly recommends
that Shareholders vote in
favour of Resolution 1 at
the Special Meeting.
30NPT Limited Notice of Special Meeting of Shareholders
Summary Financial Metrics
The following table provides a summary of selected financial information for NPT under both a standalone basis and
assuming the completion of the Kiwi Property Proposal. For the purposes of the selected financial information, settlement
of the Kiwi Property Proposal is assumed to occur on 1 April 2017 (although actual settlement is to occur one business
day after the satisfaction of the last to occur of the settlement conditions set out on page 9) allowing for comparison
of the impact of the Kiwi Property Proposal based on a full financial year to 31 March 2018. The FY17 and FY18 financial
information represents unaudited forecast information based on the Board’s expectation of performance for NPT and the
Kiwi Properties. The forecast financial information for NPT on a standalone basis has also been adjusted for the associated
pro-rata capital raising under the Kiwi Property Proposal in order to allow comparison of the financial performance of NPT
combined with the Kiwi Properties against NPT on a standalone basis adjusting for the impact of the Entitlement Offer. The
forecast financial information has been prepared by management and approved by the Board for illustrative purposes only.
The assumptions underlying the financial information can be found in Schedule 2.
NPT StandaloneNPT Post-completion
of the Kiwi Property
Proposal
Year Ending 31 March FY16AFY17BFY18FFY18F Pro Forma
Distributable Profit per Share (cents)13.793.753.754.01
Distributable Profit per Share adjusted for the
impact of the Entitlement Offer (cents)1
,
2
3.703.663.664.01
Dividends per Share (cents)3.503.603.6033.85
Net Tangible Assets per Share ($)0.740.750.750.67
Gearing (total debt / investment properties and
property work in progress)
28.2%32.9%34.6%35.4%
Future Strategy
NPT proposes to adopt a 'Core-Plus' strategy following completion of the Kiwi Property Proposal whereby NPT targets:
—higher overall returns through a diversified property portfolio spread across the main centres of Auckland, Wellington
and Christchurch, with selected provincial exposures;
—potential acquisitions with long-term returns greater than 10% per annum; and
—a long-term average LVR of approximately 35%.
A copy of NPT’s proposed Investment Policy can be found on NPT’s website (www.npt.co.nz). Under the terms of the
Management Agreement, NPT and Kiwi Property have agreed that the business and affairs of the NPT Group must be
undertaken and managed in accordance with the Investment Policy.
The NPT Board believes that this strategy is consistent with the nature of NPT’s existing properties and approach of
targeting slightly higher overall returns by taking on moderate risk and serving the significant portion of the market that
does not seek the highest grade of accommodation.
Dividend Policy
The NPT Board intends to continue its existing dividend policy of distributing between 90 – 100% of Distributable Profit.
Distributable Profit is defined by NPT as Net Profit before Taxation adjusted for non-cash items and/or non-recurring items
and current tax. 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.
Notes to table:
1 Distributable Profit per Share represents NPT’s calculation of underlying earnings, which is defined as net profit before income
tax adjusted for non-cash items and/or non-recurring items less current tax, divided by the fully diluted shares on issue.
2 Distributable Profit per Share for NPT on a standalone basis adjusted by a factor of 0.975 to reflect the pro-rata bonus element
of the Entitlement Offer assuming a 1-for-1 Entitlement Offer at $0.58 per new Share; an existing share price of $0.61 as of
24 March 2017; and shares issued to Kiwi Property at a theoretical ex-rights price of $0.595.
3 If the Kiwi Property Proposal does not proceed, NPT's medium term dividends may reduce as the board expects to adopt
a dividend pay-out at the lower end of its dividend policy of distributing 90 - 100% of Distributable Profit in order to recover
transaction costs incurred.
31
Early payment of dividend
On 9 March 2017 the Board declared a cash dividend for the third quarter of FY17 (1 October 2016 – 31 December 2016)
of 0.90 cents per Share. This dividend will be paid on 30 March 2017.
Consistent with NPT’s guidance for cash dividends of 3.60 cents per share for the full year ended 31 March 2017,
and the three quarterly cash dividends of 0.90 cents per share paid to Shareholders for the first three quarters of FY17,
if Resolution 1 is approved, the Board intends to declare the cash dividend in respect of the fourth quarter of FY17 (1 January
2017 – 31 March 2017) shortly following the Special Meeting. The fourth quarter dividend would normally be paid in June and
if Resolution 1 is approved, will be adjusted to reflect the increased number of Shares issued under any Entitlement Offer
such that the total dividend for FY17 will be equal to 3.60 cents per share based on the current number of Shares on issue.
Based on a 1-for-1 Entitlement Offer, this would represent 0.45 cents per share in respect of the fourth quarter dividend.
It is proposed to be paid earlier than usual because the Board intends that current Shareholders should be the beneficiaries
of Distributable Profit earned by NPT during the period prior to the issuance of shares to Kiwi Property. As a consequence
of the early payment of this dividend, the next dividend (in respect of the first quarter of FY18) is not expected to be paid
until September 2017.
Board composition
On 17 March 2017, NPT announced Sir John Anderson’s retirement as Chairman and as a director of NPT. Following
Sir John Anderson’s retirement, the Board appointed Tony Sewell as Chairman. As a result of this, a new independent
director may be recruited to join the Board following the implementation of the Kiwi Property Proposal. If a new director
is to be appointed, the Board will run a process to identify suitable director candidates. Anyone appointed to the Board in
this way would need to retire at the next annual meeting and seek reappointment by Shareholders.
In addition, Kiwi Property will have the right, if and when the Management Agreement commences at the time of
settlement of the acquisition of the Kiwi Properties, and subject to the Listing Rules, to nominate up to two directors to fill
casual vacancies (if any) on the Board. Anyone appointed to the Board in this way would need to retire at the next annual
meeting and seek reappointment by Shareholders. However, Kiwi Property has advised that it does not currently intend to
exercise this right. While this reflects Kiwi Property’s current position it would be entitled to change this view at any time
and exercise its rights under the Management Agreement.
Risks
Introduction
Like any significant transaction for a group of companies, the Kiwi Property Proposal is not free from risk. This section
describes the circumstances that NPT is aware of that exist or are likely to arise that significantly increase the risk to NPT’s
financial position, financial performance or stated plans. The selection of risks has been based on an assessment of a
combination of the probability of a risk occurring and the impact of the risk if it did occur. This assessment is based on the
knowledge of the Board as at the date of this Notice of Meeting. There is no guarantee or assurance that the importance of
different risks will not change or that no other risks may emerge over time.
Where practicable, NPT seeks to implement risk mitigation strategies to minimise the exposure to some of the risks outlined
below, although there can be no assurance that such arrangements will fully protect NPT from such risks.
You should carefully consider these risks before deciding how to vote in respect of the Resolutions. The statement of risks
in this section does not take account of the personal circumstances, financial position or investment requirements of any
particular person. It is important, therefore, that before making any voting decision, you give consideration to the suitability
of an investment in the Shares in light of your individual risk profile for investments, investment objectives and personal
circumstances (including financial and taxation issues).
32NPT Limited Notice of Special Meeting of Shareholders
RiskDescriptionMitigation strategies
Transaction
costs could be
significant
NPT has committed significant resource to the analysis of
the various proposals received, to the negotiation of the
terms of the Kiwi Property Proposal and to the various other
associated transactions.
If Resolution 1 is not approved by Shareholders, or if any of
the transactions under the Kiwi Property Proposal are not
implemented (as may be the case if any of Resolutions 2
to 6 are approved by Shareholders), NPT will have incurred
significant costs even though the transactions would not
proceed as proposed.
NPT estimates that total transaction costs for the
successful implementation of the Kiwi Property Proposal
would be approximately $4.4 million. In the event that
the Kiwi Property Proposal does not proceed, NPT expects
that approximately $1.5 million of these costs would still
have been incurred. These costs would impact on NPT’s
standalone debt levels and may affect the financial
performance of NPT and its dividend prospects.
Transaction costs are not material
in the context of the Kiwi Property
Proposal as a whole. However, they
are potentially material to NPT in its
current form. Shareholders should
take into account the effect of the
transaction costs.
Completion of
works at North
City Shopping
Centre
Under the North City Agreement, Kiwi Property Holdings
Limited has agreed to undertake (or manage) certain works
in respect of North City Shopping Centre (at Kiwi Property
Holdings Limited’s cost).
These works are required to be undertaken under the terms
of existing leases or contractual arrangements entered
into by Kiwi Property Holdings Limited with the owner
of an adjoining property. If the works are not completed
on time or to the required standard, tenants may seek to
enforce rights under leases against NPT as the landlord.
The consequences could potentially include termination of a
lease by an anchor tenant.
Kiwi Property has contractual
obligations to complete (or manage)
these works.
Kiwi Property will be a 19.9%
shareholder in NPT upon completion
of the Kiwi Property Proposal, so is
incentivised to complete the works
to the required standard.
Kiwi Property is incentivised under
the Management Agreement
through payment of fees.
North City
Shopping Centre
has been valued
on the basis that
it has an NBS
rating in excess of
67%
The works to be undertaken by Kiwi Property Holdings
Limited at North City Shopping Centre described above
are expected to bring the relevant areas of the property up
to at least 67% of NBS. The works are to be completed in
compliance with specified designs and requirements.
The valuation report jointly obtained with Kiwi Property in
respect of the North City Shopping Centre assumes that all
components of the North City Shopping Centre have NBS
ratings in excess of 67%. There is a risk that these works
are not completed in compliance with the specified designs
or, if so, will not result in all components of the North City
Shopping Centre having an NBS rating in excess of 67%.
Kiwi Property has obtained external
engineering analysis of the works to
be undertaken to minimise the risk
that the resulting NBS for the North
City Shopping Centre is below 67%
of NBS.
The Majestic
Centre seismic
works not
performing to
expectation
Kiwi Property has spent approximately $84 million on
seismic works at The Majestic Centre. If these works did
not perform to expectation, or further seismic works were
required, this could be material for NPT and Shareholders.
NPT has the benefit of Kiwi
Property’s external, independent,
engineering advice and sign-offs
which have confirmed the NBS
rating of each section of The
Majestic Centre.
The Majestic Centre experienced
only minor and non-structural
damage in the recent 2016 Kaikoura
Earthquakes.
33
RiskDescriptionMitigation strategies
Performance of
external manager
If the Kiwi Property Proposal is implemented, NPT will
be reliant on the management of Kiwi Property and the
expertise of Kiwi Property’s management team. Kiwi
Property’s performance as manager could have a material
impact on NPT’s performance.
There is also a risk that Kiwi Property makes acquisition
allocation decisions that do not necessarily favour NPT and
accordingly that NPT misses out on opportunities due to
these decisions.
Kiwi Property is the largest listed
property vehicle on the Main Board.
Kiwi Property will also derive a
significant economic benefit from
its 19.9% interest in NPT and will be
incentivised to perform through the
performance fee provisions in the
Management Agreement.
The Management Agreement may
be terminated by NPT as described
in the section titled Management
Agreement. This would require
approval of Shareholders by
Ordinary Resolution and the
payment of a termination fee to Kiwi
Property.
Kiwi Property has adopted a
Conflicts of Interest Policy under
which acquisition and leasing
opportunities are dealt with.
NPT may not
meet the
expected earnings
per share or other
forward-looking
information
contained in this
Notice of Meeting
NPT has carefully prepared the forward-looking financial
information contained in this Notice of Meeting, including
the information contained in the table on page 30, to ensure
it represents its best estimate of the matters described.
The forward-looking financial information has been
prepared for illustrative purposes but should not be taken
as a guarantee or statement by NPT, the Board or any other
person that those results will be achieved.
Shareholders should carefully read
the assumptions which are contained
in Schedule 2 and be aware that the
actual results may vary from the
information contained in this Notice
of Meeting.
The Entitlement
Offer may be
unsuccessful if
not supported by
Shareholders
NPT expects that it will need to raise approximately $94
million under the Entitlement Offer as part of the funding
for the acquisition of the Kiwi Properties. Although the
Board intends that the Entitlement Offer be underwritten,
the underwriting agreement is only expected to be entered
into following the Special Meeting.
There is a risk that this underwriting agreement may not
be entered into. If it is not underwritten, the Board believes
that it will be very difficult to successfully raise the amount
required under the Entitlement Offer and therefore the
acquisition of the Kiwi Properties may be unable to
take place.
Shares will be offered on a pro-rata
basis to Shareholders who will be
encouraged to take up their
entitlements.
In the event that there is a shortfall
in subscriptions for Shares under
the Entitlement Offer, institutional
shareholders and other institutional
investors will be sought to
participate in a bookbuild process
to subscribe for these unallocated
Shares. The Board has entered into
a mandate letter with Forsyth Barr
Limited in relation to this process.
NPT has also been undertaking
a comprehensive process to
prepare for the offer so that it can
commence as soon as possible after
the Special Meeting.
34NPT Limited Notice of Special Meeting of Shareholders
To all Shareholders of NPT,
Kiwi Property is New Zealand’s largest listed diversified property company, having listed on the New Zealand Stock
Exchange in 1993 as Kiwi Income Property Trust. Today we own and manage a property portfolio valued at in excess of
$3 billion, comprising some of New Zealand’s best shopping centres, large format retail centres and office buildings.
Over our 24-year history, we have been instrumental in the development of some of New Zealand’s most notable retail and
office assets including Auckland’s landmark Sylvia Park Shopping Centre, the premium-grade Vero Centre office tower and,
more recently, the new head office building for ASB Bank.
Our team of more than 170 people are skilled across the full spectrum of property investment activities including property
management, development management, leasing, facilities management and centre management. Our corporate services
team are experts in finance, treasury and capital management, human resources, analytics, investor relations, marketing
and communications.
Our people are focused on creating exceptional places for exceptional people, supported by values which place innovation,
leadership, people, excellence and doing what’s right at the core of everything we do.
The partnership proposal described in this Notice of Meeting between Kiwi Property and NPT has the potential to deliver
significant opportunities to both grow NPT’s assets and optimise earnings and investment returns. The proposal provides a
clear pathway for NPT to improve its earnings and increase the company’s scale and relevance, positioning the company to
grow and prosper.
Our proposed management agreement with NPT is best-in-class and offers NPT Shareholders an ability to terminate the
agreement without cause if they should ever deem this to be in the best interests of NPT at some future point.
Kiwi Property’s interests will be aligned with NPT’s through our 19.9% shareholding in NPT and we will be motivated under
the terms of the Management Agreement to perform for the benefit of all NPT Shareholders.
Should we receive your support for our proposal, we would drive NPT’s future investment performance by applying
our specialist management capabilities to actively and intensively manage NPT’s assets and by seeking investment
opportunities that create further value for Shareholders.
Kiwi Property Group Limited
30 March 2017
Kiwi Property’s Statement
35
Resolutions 2 to 6 relate to the appointment and removal of directors to and from the Board. These Resolutions have been
proposed by Augusta, which seeks to remove two of the three current members of the Board, to be replaced by persons
nominated by Augusta, including Augusta’s chairman.
If all of the Resolutions set out in this Notice of Meeting are passed, the Sale and Purchase Agreements will be unaffected
by the change in the Board as they were entered into prior to the new Board being appointed. However, the funding of the
Kiwi Property Proposal would require approval by the new Board. There is no guarantee of the approach that a new Board
may take in relation to the Kiwi Property Proposal.
In the event that the Board were to change as a result of Resolutions 2 to 6, and in the event the Kiwi Property Proposal was
not completed, the negotiation of any subsequent proposal (whether with Augusta or otherwise) would be a matter for the
new Board to consider. The Board believes that having directors who are independent from any shareholder or potential
transaction counterparty has been an important factor in the negotiation and delivery of what the Board believes is the
best outcome for Shareholders.
Accordingly, the Board recommends that Shareholders who support the Kiwi Property Proposal vote against Resolutions 2
to 6.
NPT’s constitution provides that the Board must be comprised of a minimum of three and a maximum of six directors (in
each case other than alternate directors).
It is possible, although in the Board’s view unlikely, that certain combinations of Resolutions 2 to 6 are passed such that
there would be less than three directors on the Board in breach of the requirement in NPT’s constitution to have a minimum
of three. If, after all votes validly cast in respect of Resolutions 2 to 6 are counted, there would be less than three directors
on the Board, the remaining director(s) would appoint one director or two directors to fill casual vacancies in order to ensure
that there is a minimum of three directors on the Board. Those individuals would remain in office until the end of the next
annual meeting, unless they resign or were otherwise removed prior to that time or unless they are reappointed at that
annual meeting.
Curricula vitae for each of Robert Allen Bollard, Donald Bruce Cotterill and Paul John Duffy (the Augusta Nominated
Directors) are set out at Schedule 1.
Explanatory Notes relating to Resolutions 2 to 6
36NPT Limited Notice of Special Meeting of Shareholders
Glossary
Associated Person
has the meaning given to that term in the Listing Rules
Augusta
Augusta Capital Limited
Augusta Nominated Directors
each of Robert Allen Bollard, Donald Bruce Cotterill and Paul John Duffy
Augusta Proposal
the proposal received from Augusta dated 28 October 2016
Board
the board of directors of NPT
Chairman
the chairman of the Board
Commencement Date
the date of settlement of the Sale and Purchase Agreements
Companies Act
Companies Act 1993
Debt Financing
the increase in NPT’s debt facilities to be implemented under the Kiwi Property Proposal
Distributable Profit
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.
Schedule 2 provides a reconciliation of NPT’s forecast FY18 net profit before taxation and Distributable Profit following
the Kiwi Property Proposal. Distributable Profit is a non-GAAP measure and therefore does not have a standardised
meaning prescribed by GAAP. It may not be comparable to similar financial information presented by other entities. The
Distributable Profit numbers set out in this Notice of Meeting have not been subject to audit or review
Entitlement Offer
The offer of NPT Shares intended to be made to all eligible NPT shareholders to part fund the acquisition of the Kiwi
Properties
GAAP
New Zealand generally accepted accounting practice
FY
financial year ending 31 March
FY16A
NPT’s actual consolidated financial performance for the year ended 31 March 2016
FY17B
NPT’s budgeted consolidated financial performance for the year ending 31 March 2017 comprising actual financial
performance for NPT and its subsidiaries for the 10 months ended 31 January 2017 and expected financial performance
for NPT and its subsidiaries for the two months beginning on 1 February 2017 and ending 31 March 2017
FY18F
NPT’s forecast consolidated financial performance for the year ending 31 March 2018
Glossary
this glossary of terms
Kiwi Property
Kiwi Property Group Limited
Kiwi Properties
the two properties to be acquired from Kiwi Property Holdings Limited pursuant to the Kiwi Property Proposal, being the
properties known as The Majestic Centre and North City Shopping Centre
Kiwi Property Proposal
the proposal received from Kiwi Property dated 13 December 2016
Listing Rules
the Listing Rules of the NZX Main Board
37
LVR
the ratio of bank debt owing by NPT to total assets of NPT
Main Board
the main board equity securities market operated by NZX
Majestic Centre Agreement
the sale and purchase agreement dated 29 March 2017 between Kiwi Property Holdings Limited (as vendor) and NPT 10
Limited (as purchaser) in respect of the property known as The Majestic Centre at 88-122 Willis Street, Wellington
Management Agreement
the agreement dated 29 March 2017 between NPT and Kiwi Property in respect of the management of the business and
assets of NPT by Kiwi Property
NBS
New Building Standard
North City Agreement
the sale and purchase agreement dated 29 March 2017 between Kiwi Property Holdings Limited (as vendor) and NPT
11 Limited (as purchaser) in respect of the property known as the North City Shopping Centre at 2 Titahi Bay Road and
Lyttelton Avenue, Porirua
Notice of Meeting
this notice of special meeting to be distributed to Shareholders
NPT
NPT Limited
NPT Group
NPT and all its subsidiaries
NZX
NZX Limited
Offer Document
the offer document to be issued by NPT to eligible Shareholders in respect of the Entitlement Offer
Ordinary Resolution
a resolution of Shareholders approved by a simple majority of the votes of those Shareholders entitled to vote and voting
on the matter
Proposals
the Kiwi Property Proposal and the Augusta Proposal
Registrar
Link Market Services Limited
Resolutions
the Ordinary Resolutions set out in the Notice of Meeting
Sale and Purchase Agreements
together the Majestic Centre Agreement and the North City Agreement
Settlement Date
the date which is one business day following the date that all of the conditions to the Sale and Purchase Agreements
have been satisfied or waived or such other date as is agreed by the parties
Share
an ordinary share in NPT
Shareholders
those people who hold ordinary shares in NPT
Special Meeting
the Special Meeting of Shareholders to be held on 21 April 2017 commencing at 11:00 a.m. at Link Market Services
Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland
Subscription Agreement
the subscription agreement between NPT and Kiwi Property dated 29 March 2017 in respect of the issue by NPT to Kiwi
Property of new Shares
38NPT Limited Notice of Special Meeting of Shareholders
Biography for Allen Bollard
I am deeply experienced in accounting and financial management, New Zealand taxation (particularly property activity),
New Zealand capital markets (particularly bank debt), treasury management, economic trend analysis, risk/reward
asset analysis, acquisition and divestment strategy, leasing strategy and administration, property development risk, and
organisational governance.
I am currently a self-employed business and finance consultant and independent director to a number of private clients,
a director of Tamaki Makaurau Community Housing Limited and chairman of the trustees of Odyssey House Trust (a
government funded drug and alcohol rehabilitation organisation). My previous experience includes:
November 2003 - June 2012: CEO/CFO of Tramco Group Limited, a private entity which managed and
funded various leasehold land portfolios for private investment partnerships.
September 1995 - September 2003: Self employed business analyst and business valuer. Roles included leading due
diligence for Fletcher’s proposed acquisition of Smorgon Steel in Australia.
February 1992 - July 1995: CFO, of Jennings Group, Melbourne which was a subsidiary of Fletcher’s and involved
in housing, commercial construction, property development and investment.
December 1988 - February 1992: Finance Director, Fletcher Challenge Construction, Property and Building Materials
Group (now Fletcher Building).
November 1985 - November 1988: CFO, Unity Group of companies - diversified investment group with industrial,
commercial and property investments and development assets.
February 1984 - November 1985: Partner tax consulting, Lawrence Anderson Buddle, Auckland.
September 1983 - February 1984: Senior tax consulting manager Lawrence Anderson Buddle, Auckland.
January 1980 - August 1982: Group Audit Manager, Lawrence Anderson Buddle (formerly Buddle & Co).
January 1978 - December 1979: Senior Auditor, Mann Judd & Co, London January 1976 - December 1977: Auditor,
Buddle & Co, Auckland.
Biography for Paul Duffy
Paul Duffy has over 35 years’ experience in the property investment/development industry, including as CEO/executive
director of DNZ Property Fund (now named Stride Property) for 13 years. During his career, Paul held the position of general
manager of Fletcher Property Limited and was joint managing director of US Real Estate Subsidiaries for the Abu Dhabi
Investment Authority. In this role he oversaw the formation of a large real estate portfolio in the United States and Europe.
Paul is currently a director of a number of private companies.
Paul is the chairman of Augusta Capital and Augusta Funds Management.
Schedule 1: Augusta Nominated Directors' Curricula Vitae
39
Biography for Bruce Cotterill
I am a results driven and highly experienced CEO, Chairman and Company Director, who has excelled in a number of
dynamic sectors and in a range of extremely demanding roles in businesses going through major change brought about by
financial performance, structural change and cultural issues.
Executive Experience Summary:
2000 – 2015 Professional Director and Advisor.
2009 – 2011 Chief Executive Officer, Yellow Pages Group Ltd, Auckland, NZ.
2003 – 2005 Chief Executive Officer, Canterbury International Limited, Christchurch, N.Z.
1998 – 2003 Managing Director, ACP Media Limited, Auckland, N.Z.
1994 – 1997 Regional Managing Director, Colliers Jardine (Australia) Ltd., Sydney, Australia.
1992 – 1994 Managing Director, Colliers Jardine New Zealand Ltd., Auckland, N.Z.
1990 – 1992 Associate Director, REL Consultancy Group Ltd, London, England.
1987 – 1990 General Manager, Realty Brokers Limited, Auckland, N.Z.
1983 – 1987 Principal, Office Automation Company, Tauranga, N.Z.
1981 – 1983 Sales Representative, Xerox New Zealand, Tauranga, N.Z.
Governance Experience Summary:
2014 – Present: Director, Pumpkin Patch Limited.
2013 – Present: Chairman, MOVE Logistics Limited.
2013 – Present: Chairman, Advisory Board, New Zealand Retail Property Group Limited.
2013 – Present: Member, Advisory Board, International Drug Detection Agency Limited.
2012 – Present: Chairman, Swimming New Zealand.
2004 – 2012: Chairman, Noel Leeming Group Limited, New Zealand.
2007 – 2011: Director, Yellow Pages Group Limited, New Zealand.
2006 – 2006: Interim CEO, Gullivers Travel Group Limited, Auckland, NZ.
2005 – 2007: Director, Woosh Wireless, New Zealand.
2001 – 2006: Chairman, Pinehurst School, Auckland, NZ.
1998 – 2003: Director, ACP Media Limited (NZ) Limited, New Zealand Director, Prime Television Limited, New Zealand
Education:
Bachelor of Commerce Degree, University of Auckland, NZ Senior Executive Program, Stanford University, California, USA
40NPT Limited Notice of Special Meeting of Shareholders
The Board believes that the financial information and forward-looking statements set out in this Notice of Meeting have
been prepared with due care and attention, and considers that the assumptions, when taken as a whole, are reasonable at
the time of preparing this Notice of Meeting. However, the financial information and forward-looking statements are not
a guarantee of future performance and involve known and unknown risks, uncertainties, assumptions and other factors,
many of which are beyond the control of NPT and which may cause the actual results, performance or achievements of NPT
or the Shares to differ materially from those expressed or implied by the statements. Accordingly, no assurance can be
given that the financial information and forward-looking statements set out in this Notice of Meeting will correspond with
actual results and you are cautioned not to place undue reliance on any financial information or forward-looking statement
contained in this Notice of Meeting.
You should not regard the financial information or any other forward-looking statement as a representation or warranty
by NPT, its directors, officers or advisers or any other person referred to in this Notice of Meeting with respect to the
achievement of the results set out in any such statement, or that the underlying assumptions used will in fact be realised.
General Assumptions
The following general assumptions have been made in preparing the summary financial metrics set out on page 30:
—General economic environment: there will be no change in the general economic environment in which NPT operates.
—Legislative and regulatory environment: there will be no material changes to the legislative or regulatory environments
in which NPT operates.
—Competitive environment: there will be no material change to the competitive dynamics of the market in which NPT
operates, and no new entrants that will materially change the competitive environment.
—Industry: there will be no material change to the prevailing retail, industrial and commercial property industry structure
or financial conditions and no events that would materially impact the general property industry.
—Key customers and suppliers: existing contractual, business and operational relationships are assumed to continue
throughout the prospective period. There will be no unanticipated loss of key tenants, suppliers or agents.
—Tenant bankruptcy or insolvency: no tenant bankruptcy or insolvency is assumed.
—Operational disruption: there will be no material disruptions to operations such as natural disasters, fires or explosions
and normal hazards associated with operating NPT’s business.
—Legal exposure: there will be no unexpected litigation or contractual disputes.
—Asset acquisitions or disposals: there will be no material acquisitions or disposals by NPT other than the acquisition of
the Kiwi Properties.
—Interest rate environment: there will be no material and/or sudden changes to the interest rate environment.
—Taxation: there will be no material change to the income tax or goods and services tax regimes in New Zealand.
Corporate tax rates are assumed to remain unchanged. It is assumed that there will be no change to the existing
legislation regarding taxation of capital gains and that NPT will depreciate the acquired Kiwi Properties for income tax
purposes. It is assumed that NPT will also continue to qualify as a Portfolio Investment Entity (“PIE”).
Specific Assumptions for Summary Financial Information
a. Settlement timing for the Kiwi Property Proposal
Settlement of the Kiwi Property Proposal and the associated Entitlement Offer is assumed to occur on 1 April 2017
(although actual settlement is to occur one business day after the satisfaction of the last to occur of the settlement
conditions set out on page 9). This is to allow for comparison of the pro forma impact of the Kiwi Property Proposal
based on a full financial year to 31 March 2018.
b. Rental Income
Rental income has been forecast based on existing leases carrying to term and assumes a level of new leases for
currently vacant spaces. Rentals for vacant spaces have been determined using independent valuations and
consideration of expected market rental growth for each property.
Other than current or expected vacant spaces which have already been identified for new tenants, lease expiries over
the term of the forecasts are generally expected to be leased within six months of lease expiry.
Schedule 2: Assumptions Underlying Key Metrics
41
c. Management Fee Expenses
Based on the forecast levels of assets under management, the “Fund Management Fee” (as defined in the Management
Agreement) payable to Kiwi Property is expected to be $2.1 million in FY18 with no forecast “Performance Fee” (as
defined in the Management Agreement) assumed during the same period.
The key terms of the Management Agreement are described in the section entitled
Management Agreement. A summary
of the fees payable to Kiwi Property under the Management Agreement is set out in Schedule 3.
d. Administration Expense
Administration expenses are expected to reduce post the Kiwi Property Proposal as a majority of NPT’s administration
function is outsourced to Kiwi Property under the Management Agreement. The majority of the remaining administration
expenses will relate to ongoing corporate governance costs such as directors’ fees and compliance costs including
audit fees, NZX, registry and interim and annual financial reporting costs. The table below summarises the expected
administration expenses for NPT on a standalone basis and post the Kiwi Property Proposal.
Year Ending 31 March ($m) FY16AFY17BFY18F
NPT standalone2.31.92.0
NPT post-completion of the Kiwi Property Proposal--0.8
e. Net Finance Expense
Finance expense is forecast at 4.85% post-transaction being the anticipated average effective interest rate of the
debt facilities with BNZ, Westpac New Zealand Limited and Industrial and Commercial Bank of China (New Zealand)
Limited allowing for NPT’s existing interest rate swap arrangements, the cost of entering into new interest rate swap
arrangements and the margin and line fees charged by NPT’s banks.
f. Investment Properties
No investment properties are assumed to be acquired or disposed of in FY18F other than the Kiwi Properties under
the Kiwi Property Proposal. Notwithstanding this assumption, NPT may acquire additional properties or sell existing
properties if it believes it is in the best interests of Shareholders.
The table below summarises the change in investment properties and property work in progress as a result of the Kiwi
Property Proposal over FY18F.
Year Ending 31 March ($m) FY18F
Opening investment properties and property work in progress178.1
Acquisition of the Kiwi Properties230.5
Capital expenditure on the Kiwi Properties2.1
Unrealised gain on the Kiwi Properties5.8
Capital expenditure on current NPT properties5.0
Unrealised gain on current NPT properties0.4
Closing investment properties and property work in progress422.0
The table below summarises the forecast net rental income NPT expects over the FY17 to FY18 financial years for its
existing portfolio and that of the Kiwi Properties.
Year Ending 31 March ($m)FY16AFY17BFY18F
NPT net rental income11.511.211.6
Kiwi Properties’ net rental incomeNANA17.0
Total11.511.228.6
42NPT Limited Notice of Special Meeting of Shareholders
g. Non-Cash Items and Other One-Off Costs and Adjustments
The table below summarises expected non-cash items and other one-off costs and adjustments in FY18F.
Year Ending 31 March ($m)
FY18F
NPT Standalone
FY18F
NPT Post-completion of
the Kiwi Property Proposal
Non-recurring items0.10.8
Net lease incentives and commissions0.40.5
Non-cash items and other one-off costs and adjustments0.51.3
Lease incentives and contributions are capitalised and amortised over the lifetime of the lease, and thus reflect a
non-cash expense for subsequent years. They are also excluded from NPT’s Distributable Profit.
h. Distributable Profit
The table below provides a summary reconciliation of FY18F net profit before tax to Distributable Profit on a standalone
basis and post the Kiwi Property Proposal.
Year Ending 31 March ($m)
FY18F
NPT Standalone
FY18F
NPT Post-completion of
the Kiwi Property Proposal
Net profit before taxation7.030.0
Net change in fair value of investment properties(0.4)(6.2)
Sale of Management Agreement-(6.0)
Other non-cash items and other one-off costs and
adjustments
0.51.3
Current tax expense(1.1)(2.9)
Distributable Profit6.116.2
i. Dividends
NPT intends to maintain its current dividend policy of distributing between 90 – 100% of Distributable Profit paid on
a quarterly basis. Forecast dividends are based on NPT’s expected total dividend of 3.60 cents per share for FY17 and
maintaining a dividend of 3.60 cents per share for FY18F on a standalone basis, representing a pay-out of approximately
96% of FY18F Distributable Profit. The same pay-out is assumed under the Kiwi Property Proposal, resulting in a dividend
of 3.85 cents per share.
j. Debt
NPT has received credit-approved terms for a total debt facility of up to $170 million from a syndicate of banks including
BNZ, Westpac New Zealand Limited and Industrial and Commercial Bank of China (New Zealand) Limited. The expected
drawn debt for NPT standalone and post the Kiwi Property Proposal is summarised below.
Year Ending 31 March ($m) FY16AFY17BFY18F
NPT standalone48.058.563.5
NPT post-completion of the Kiwi Property Proposal--149.5
k. Share Capital
The table below summarises the assumed change in share capital as a result of the Kiwi Property Proposal in FY18.
Year Ending 31 MarchFY18F
($m)
Issue PriceNo. of Shares
(millions)
Opening contributed capital134.1161.9
Proceeds from Entitlement Offer93.9$0.580161.9
Shares issued to Kiwi Property47.9$0.59580.5
Capital raising expenses(3.9)
Closing contributed capital272.0404.3
43
In return for the performance of its duties as manager, Kiwi Property is entitled to the following fees under the
Management Agreement:
1. A fund management fee payable in two parts, the first part being 0.50% per year of the “Total Assets” (as defined
in the Management Agreement) less cash (other than insurance proceeds) of the NPT Group up to or equal to $500
million. The second part of the fund management fee is 0.40% per year of the “Total Assets” (as defined in the
Management Agreement) less cash (other than insurance proceeds) of the NPT Group above $500 million.
2. A performance fee calculated by reference to the total return of NPT.
The performance fee is calculated on a quarterly basis with reference to a threshold return of 2.5% per quarter and
a cap of 3.75% per quarter. The performance fee is equal to 10% of the actual increase in shareholder returns which
is above 2.5% in that quarter. Where shareholder returns exceed 3.75% in a quarter, no payment will be made for the
actual amount of the increase above 3.75% but that amount will be carried forward and added to the calculation
of shareholder returns in later quarters. However, if shareholder returns are less than 2.5% in a quarter, that deficit
will also be carried forward and subtracted from the calculation of shareholder returns in later quarters. Carried
forward returns expire after two years (eight quarterly periods).
The full detail of the calculation of the performance fee is set out in full in the Management Agreement, a copy
of which is available on NPT’s website or upon request in writing by any Shareholder at the address set out in the
Directory. A worked example of the performance fee for illustrative purposes only is available at the end of this
Schedule.
3. A development management fee calculated as the higher of 3% of the total cost of the relevant development and
Kiwi Property’s applicable standard hourly rates from time to time.
4. A termination fee calculated by reference to the higher of fair market value of Kiwi Property’s interest in the
agreement or 2.5% of the “Total Assets” (as defined in the Management Agreement) of the NPT Group or, where
Kiwi Property terminates the agreement without cause after five years, 2.5% of the “Total Assets” (as defined in
the Management Agreement) of the NPT Group. The termination fees payable under the Management Agreement
are described in more detail in the section titled
Management Agreement.
5. An acquisition fee of 0.50% of the aggregate of the purchase price plus any other consideration provided or to be
provided for any interest in any real property to be acquired by any member of the NPT Group. No fee is payable to
Kiwi Property in relation to the acquisition of the Kiwi Properties.
6. A sale fee of 0.50% of the aggregate of the sale price plus any other consideration provided or to be provided for any
interest in any real property to be sold by any member of the NPT Group.
7. Where Kiwi Property arranges a new lease, or an extension of an existing lease, a leasing fee of 14.0% of the annual
gross rent payable for the first complete year (disregarding any year in which no annual gross rent is payable).
8. A property management fee of:
(a) 4.75% of gross income in respect of retail properties;
(b) 3.00% of gross income in respect of large format retail properties; and
(c) 2.5% of gross income in respect of all other properties.
9. Other fees relating to disengagement, facilities management, legal administration, retail design management and
tenancy co-ordination, which are calculated by reference to Kiwi Property’s applicable hourly rates from time to
time, up to specified amounts.
Management Agreement Performance Fee worked examples and commentary
The following worked examples of the performance fee payable to Kiwi Property are given for illustrative purposes only
and should not be relied upon as (and is not) an indication of future performance of NPT or the quantum of performance
fees that will be paid to Kiwi Property under the Management Agreement. Actual performance fees paid, and the
performance of Kiwi Property, under the Management Agreement could differ materially from the fees referred to in the
worked examples. The worked examples are necessarily summary in nature and the actual performance fee (if any) will be
calculated under the terms of the Management Agreement, which prevails in all respects over the worked examples. NPT
and its directors accept no responsibility for any action taken in reliance upon the worked examples by any person.
Worked examples of the potential performance fee payable to Kiwi Property for a 3-month financial quarter are shown
following. The examples illustrate three alternative scenarios of the performance fee calculation when the quarterly
shareholder return is either below the lower threshold, between the lower and upper threshold or above the upper threshold.
Schedule 3: Management Agreement Fee Schedule
44NPT Limited Notice of Special Meeting of Shareholders
The worked examples assume a market capitalisation of $250 million. The lower threshold is defined as a less than 2.5%
increase in the actual shareholder returns (being price adjusted for cash dividends, rights issues and other capital structure
changes for the period) over a quarter. The upper threshold is defined as a greater than 3.75% increase in actual shareholder
returns over a quarter. These quarterly shareholder return thresholds equate to an annual total shareholder return threshold
of 10.4% to 15.9% (being 2.50% compounded and 3.75% compounded). When the total shareholder return is below the
lower threshold or above the upper threshold, the difference is carried forward into the subsequent quarter as the Carried
Forward Return (as defined in the Management Agreement). Carried Forward Returns into future quarters expire after two
years (eight quarterly periods). The total shareholder return for a quarter is the summation of previous quarters’ Carried
Forward Return and the current quarter’s total shareholder return.
AssumptionsScenario AScenario BScenario C
A. Shareholder Return for quarter2.00%2.75%4.00%
B. Carried Forward Return (from previous quarter)0.15%0.15%0.15%
C. Lower Shareholder Return threshold2.50%2.50%2.50%
D. Upper Shareholder Return threshold3.75%3.75%3.75%
E. Performance Fee on assessable return10.00%10.00%10.00%
F.Market capitalisation (at quarter start)($000s)250,000250,000250,000
Calculations
G.Aggregate Percentage Return: G = A + B2.15%2.90%4.15%
H.Carried Forward Return: H = amount G exceeds D or G is under C-0.35%0.00%0.40%
I.Assessable Return for Performance Fee: I = G - H - C0.00%0.40%1.25%
J.Performance Fee payable ($000s): J = E x I x F0100313
Scenario A (Shareholder Returns below the Lower Shareholder Return threshold):
—The Aggregate Percentage Return is the Carried Forward Return of 0.15% + 2.00% Shareholder Return for the current
quarter being 2.15%.
—The Assessable Return is the amount by which the Aggregate Percentage Return exceeds the Lower Shareholder
Return threshold, which in this case is nil.
—The amount by which the Aggregate Percentage Return is below the Lower Shareholder Return threshold is then the
Carried Forward Return for subsequent quarters, in this case -0.35%.
Scenario B (Shareholder Returns between the Lower Shareholder Return and Upper Shareholder Return thresholds):
—The Aggregate Percentage Return is the Carried Forward Return of 0.15% + 2.75% Shareholder Return for the current
quarter being 2.90%.
—The Assessable Return is the amount by which the Aggregate Percentage Return exceeds the Lower Shareholder
Return threshold, which in this case is 0.40%.
—The Performance Fee is 10% of the Assessable Return for that quarter multiplied by the market capitalisation
(assumed at $250 million) at the start of the quarter, which in this case equates to $100,000.
—The amount of the Carried Forward Return for subsequent quarters is nil.
Scenario C (Shareholder Returns above the Upper Shareholder Return threshold):
—The Aggregate Percentage Return is the Carried Forward Return of 0.15% + 4.00% Shareholder Return for the current
quarter being 4.15%.
—The Assessable Return is the amount by which the Aggregate Percentage Return exceeds the Lower Shareholder
Return threshold up to a maximum of the Upper Shareholder Return threshold, which equates to 1.25%.
—The Performance Fee is 10% of the Assessable Return for that quarter multiplied by the market capitalisation
(assumed at $250 million) at the start of the quarter, which in this case equates to $312,500.
—The amount of the Carried Forward Return for subsequent quarters is the amount by which the Aggregate Percentage
Return exceeds the Upper Shareholder Return threshold, in this case 0.40%.
45
(a) Forward-Looking Statements
This Notice of Meeting and proxy form attached to it contain forward-looking statements including, without limitation,
forward-looking statements regarding the implementation of the Proposals, the financial position, business strategy
and plans and objectives of management for future operations of NPT based on NPT’s current expectations about future
events.
Forward-looking statements contained in the Notice of Meeting and proxy form attached to it are subject to known and
unknown uncertainties, assumptions and risks that could cause the approved Proposal not to be implemented or the
actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions regarding satisfaction of conditions
for and completion of the relevant Proposal and NPT’s present and future business strategies and the environment in
which NPT will operate in the future. Matters not yet known to NPT or not currently considered material by NPT may
impact upon these forward-looking statements.
The statements in the Notice of Meeting reflect views held as at the date of this Notice of Meeting. Shareholders are
cautioned not to place undue reliance on such forward-looking statements.
(b) General Information
Unless otherwise indicated, capitalised terms have the meaning set out in the Glossary.
All references to time in this Notice of Meeting are to New Zealand Standard Time (unless the context requires
otherwise).
Any reference to $ and cents is to New Zealand currency.
Due to rounding, some totals may not correspond with the sum of the separate figures.
(c) Enquiries
For all enquiries relating to the Proposals or this Notice of Meeting, please contact NPT on 09 375 5998 (New Zealand
only), +64 9 375 5998 or by email at enquiries@linkmarketservices.co.nz or your financial adviser. If you have any
questions about how to complete the proxy form, please contact the Registrar as set out in the Directory.
Important Information
46NPT Limited Notice of Special Meeting of Shareholders
Company
NPT Limited
PO Box 105 090
Auckland City Post
Auckland 1143
www.npt.co.nz
Bankers
Bank of New Zealand
Westpac New Zealand Limited
Industrial and Commercial Bank of China (New Zealand) Limited
Registrar
Link Market Services Limited
Level 11
Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Legal Advisers
David Stock
Barrister and Solicitor
Level 3
22 Moorhouse Avenue
Christchurch
Bell Gully
Level 21
171 Featherston Street
Wellington 6140
Financial Adviser to the Board
Northington Partners
Level 14, 52 Swanson Street
Auckland 1143
Level 4, 70 Gloucester Street
Christchurch 8013
Directory
47
Notes
48NPT Limited Notice of Special Meeting of Shareholders
Notes
OPTIMISED
PROPERTY
INVESTMENTS
---
LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/NPT
Scan & email:
meetings@linkmarketservices.co.nz
Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
General Enquiries
+64 9 375 5998 enquiries@linkmarketservices.co.nz
PROXY FORM/ADMISSION CARD FOR SPECIAL MEETING OF SHAREHOLDERS OF NPT LIMITED
The Special Meeting of Shareholders of NPT Limited will be held on 21 April 2017 at 11:00 a.m. at the offices of Link Market Services Limited, Level 11,
Deloitte Centre, 80 Queen Street, Auckland. If you will attend the Special Meeting, please bring this form to assist with your registration. If you will not
attend the Special Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to NPT’s share registry, Link Market Services, by no later than 11:00 a.m., 19 April 2017. You can also appoint your proxy and vote on the
resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/NPT
. You will need your
CSN/Shareholder Number and Authorisation Code (FIN) to vote online.
Appointment of proxy
A proxy need not be a Shareholder and may be appointed by completing the proxy details on the reverse of this form. The appointment of a proxy or
representative does not preclude a Shareholder from attending and voting at the Special Meeting. You may appoint the Chairman of the Special
Meeting as your proxy.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business (Resolutions 1
to 6 on the next page). If you make more than one election in respect of a Resolution your vote will be invalid on that Resolution.
Appointing the Chairman of the Meeting as your proxy
The Chairman of the Special Meeting is willing to act as a proxy. The Chairman of the Special Meeting intends to vote any discretionary votes provided
to him in favour of Resolution 1 and against Resolutions 2 to 6.
Attending the meeting
If you wish to vote in person, you should attend the Special Meeting. Please bring this form with you to the Special Meeting to assist with your
registration.
A corporation may appoint a person to attend and vote at the Special Meeting as its representative in the same manner as that in which it could appoint
a proxy. That person need not also be a Shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the Shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, all of the joint Shareholders must sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a person acting under that shareholder’s express or implied authority or a director must sign this Proxy Form.
PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a Shareholder/s of NPT Limited hereby appoint:
The Chairman of the Meeting (tick)
Or ________________________________________ (name) of ____________________________________________________________ (address)
As my/our proxy to act generally at the Special Meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting
of NPT Limited to be held on 21 April 2017, at 11:00 a.m. at the offices of Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street,
Auckland and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes
will not be counted computing the required majority for that item.
If no box is ticked for an item, your proxy may vote as he/she sees fit.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:
Tick () in box to vote
For Against Abstain Discretion
A. Resolution required for the implementation of the Board endorsed Kiwi Property Proposal
1 That:
(a)
Approval of purchase of properties
for the purposes of Listing Rule 9.1.1, the acquisition by wholly-owned subsidiaries of NPT
of two properties from a wholly-owned subsidiary of Kiwi Property Group Limited (being the
properties known as The Majestic Centre at 88-122 Willis Street, Wellington and North City
Shopping Centre at 2 Titahi Bay Road and Lyttelton Avenue, Porirua) on the terms set out in
agreements for sale and purchase dated 29 March 2017 for a total purchase price of $230
million; and
(b)
Approval of issuance of shares
for the purposes of Listing Rule 7.3.1(a), the issue of new ordinary shares to Kiwi Property
Group Limited Limited at an issue price per share to be calculated in the manner set out in
the Notice of Meeting and in such number that, immediately after such issue, Kiwi Property
Group Limited holds approximately 19.9% of the total number of ordinary shares on issue
(being the 161,920,433 ordinary shares on issue as at 29 March 2017, plus the total number
of ordinary shares to be issued under the Entitlement Offer and the number of ordinary
shares to be issued to Kiwi Property Group Limited under and in accordance with this
resolution),
as described in each case in more detail in the Explanatory Notes accompanying the Notice
of Meeting, be and are approved.
B. Resolutions proposed pursuant to the Augusta Proposal (not supported by the Board)
2
That James William Sherwin be removed from office as a director of NPT with immediate
effect.
3
That Anthony William Sewell be removed from office as a director of NPT with immediate
effect.
4
That Robert Allen Bollard be elected as a director of NPT with immediate effect.
5
That Donald Bruce Cotterill be elected as a director of NPT with immediate effect.
6
That Paul John Duffy be elected as a director of NPT with immediate effect.
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the Special
Meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote any discretionary votes for each resolution as he/she
sees fit, or may abstain from voting. The proxy is appointed only in respect of the above Special Meeting or any adjournment thereof.
STEP 3: SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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