Product Disclosure Statement for Bond Offer Lodged
Investore Property Limited
Product Disclosure Statement for Bond Offer Lodged
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louise.hill@strideproperty.co.nz
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Product
Disclosure
Statement
For an offer of senior secured fixed rate
6 year bonds
Issued by Investore Property Limited
5 March 2018
This document gives you important information about
this investment to help you decide whether you want
to invest. There is other useful information about this
offer on www.companiesoffice.govt.nz/disclose,
offer number (OFR12328).
Investore Property Limited has prepared this
document in accordance with the Financial Markets
Conduct Act 2013. You can also seek advice from
a financial adviser to help you to make an
investment decision.
Joint Lead Managers
Investore Property Limited Product Disclosure Statement12Key information summaryKey information summary
This is an offer (the Offer) of senior secured fixed rate 6 year bonds (the Bonds). The Bonds are
debt securities issued by Investore Property Limited (Investore). You give Investore money, and
in return Investore promises to pay you interest and repay the money at the end of the term. If
Investore runs into financial trouble, you might lose some or all of the money you invested.
Investore is an established direct investor in large format retail property
1
throughout New Zealand.
Investore’s investment objective is to provide a stable, secure return to its investors through
investment in large format retail properties. As at the date of this product disclosure statement
(PDS), Investore owns 42 properties. On the Issue Date, Investore expects to own 40 properties
having a total value of $738.3 million because Investore currently has unconditional agreements
to sell two properties for $32.6 million which are expected to settle prior to the Issue Date. The
total value of the 40 properties that Investore expects to own on the Issue Date includes the
expected net valuation increase as at 31 March 2018
2
. Investore is managed by Stride Investment
Management Limited (SIML or the Manager), a specialist real estate investment manager. Investore
is listed on the NZX Main Board and, as at the date of this PDS, has a market capitalisation of
approximately $361 million.
The net proceeds of this Offer will be used to repay a portion of Investore’s existing bank debt.
The Offer will also provide diversification of funding sources and extend the tenor of
Investore’s debt.
1. Key information summary
Investore Property Limited Product Disclosure Statement
1.4 Key terms of the Offer
1. Large format retail is a term adopted by Investore to describe the nature of the property it invests in. The full definition is set out in
section 13 (Glossary).
2. Investore has obtained preliminary valuations of its portfolio as at 31 March 2018 from independent registered valuers. The preliminary
valuations indicate that as at 31 March 2018 the property portfolio (excluding the two properties subject to unconditional sale agreements)
is expected to have a value of $738.3 million, a net increase of 3.2% compared to the total value of those properties as at 31 March 2017
and including those properties acquired during the year.
1.1 What is this?
1.2 About Investore
1.3 Purpose of this Offer
IssuerInvestore Property Limited
Description of the BondsSenior secured fixed rate 6 year bonds
Term6 years, maturing on 18 April 2024
Offer amountUp to $75 million (with the ability to accept oversubscriptions of up to $25 million at
Investore’s discretion)
Interest Rate The Bonds will pay a fixed rate of interest until the Maturity Date
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest Rate
and the indicative Issue Margin will be determined by Investore in conjunction with the Joint
Lead Managers and announced via NZX on or about 12 March 2018
The Rate Set Date is 20 March 2018, with the Offer opening on 21 March 2018
The Interest Rate will be set on the Rate Set Date and will be the greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin
Interest Rate / ContinuedThe Issue Margin will be determined by Investore in conjunction with the Joint Lead Managers
following a bookbuild on the Rate Set Date. A bookbuild is a process whereby a margin
is determined by reference to bids from market participants for an allocation of Bonds at
different margins. The Interest Rate will be announced via NZX on the Rate Set Date
Interest payments Quarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that
scheduled day is not a Business Day, the next Business Day) until and including the
Maturity Date, with the First Interest Payment Date being 18 July 2018
Early bird interest will also be paid on application money received in respect of accepted
applications. It will be paid as soon as practicable, and, in any event, within five Business Days
of the Issue Date. More information on how early bird interest is calculated can be found in
section 3 of this PDS (Terms of the Offer)
Opening Date 21 March 2018
Closing Date 12 April 2018
Minimum application amount$5,000 and multiples of $1,000 thereafter
Further payments, fees or chargesTaxes may be deducted from interest payments on the Bonds. See section 7 of this PDS (Ta x)
for further details
You are not required to pay brokerage or any other fees or charges to Investore to purchase
the Bonds. However, you may have to pay brokerage to the firm from whom you receive an
allocation of Bonds
Selling restrictionsThe Offer is subject to certain selling restrictions and you will be required to indemnify certain
people if you breach these. More information on this can be found at section 3 of this PDS
(Terms of the Offer)
The Bonds are not guaranteed by any person. Investore as the issuer is solely responsible for
repaying, and paying interest on, the Bonds.
Neither you nor Investore are able to redeem the Bonds before the Maturity Date.
However, Investore may be required to repay the Bonds early if there is an Event of Default
(see section 5 of this PDS (Key features of the Bonds)).
Investore intends to quote these Bonds on the NZX Debt Market. This means you may be
able to sell them on the NZX Debt Market before the end of their term if there are interested
buyers. If you sell your Bonds, the price you get will vary depending on factors such as the
financial condition of Investore and movements in the market interest rates. You may receive
less than the full amount that you paid for them.
The Bonds rank equally with Investore’s other unsubordinated obligations, and have the
benefit of the security given by Investore described in section 1.8 (What assets are these
Bonds secured against?). This means that if Investore goes into liquidation and the security it
has given is enforced:
• you would be repaid after creditors preferred by law or having the benefit of prior ranking
security interests;
• you would be repaid at the same time and to the same extent as all other secured and
unsubordinated creditors of Investore, such as other Bondholders and Investore’s banks,
from the proceeds of the security given by Investore;
• you would be repaid before unsecured, unsubordinated creditors of Investore to the extent
there are proceeds of the security given by Investore available; and
• you would be repaid before Investore’s subordinated creditors (if any), and before the
ordinary shareholders of Investore.
1.5 No guarantee
1.6 How you can get your
money out early
1.7 How the Bonds rank
for repayment
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement34
Further important information on the ranking of the Bonds on the liquidation of Investore can
be found in section 5 of this PDS (Key features of the Bonds).
The Bonds are secured by first ranking mortgages (the Mortgages) granted by Investore over
its properties (the Mortgaged Properties) and by security interests over Investore’s other assets
under a General Security Deed (subject to limited exceptions).
More information on the Mortgages and General Security Deed can be found in section 5
of this PDS (Key features of the Bonds).
Investments in debt securities have risks. A key risk is that Investore does not meet its
commitments to repay you or pay you interest (credit risk). Section 6 of this PDS (Risks of
investing) discusses the main factors that give rise to the risk. You should consider if the
credit risk of these debt securities is suitable for you.
The interest rate for these Bonds should also reflect the degree of credit risk. In general, higher
returns are demanded by investors from businesses with higher risk of defaulting on their
commitments. You need to decide whether the Offer is fair. Investore considers that the most
significant risk factors are:
• Exposure to significant tenant
General Distributors Limited (GDL), which operates Countdown branded supermarkets, is
Investore’s largest tenant constituting approximately 73% of Investore’s Contract Rental as at
the date of this PDS. If GDL’s performance materially decreases, or GDL defaulted on its lease
obligations, it could have a significant adverse effect on Investore’s operations and financial
performance, including the ability for Investore to make payments on the Bonds or comply with
the financial covenants under the Bonds and Facility Agreement applicable from time to time.
• Single class of property
Investore has been established to invest solely in large format retail property in New Zealand.
Investore’s performance is therefore directly linked to the demand for, and supply of, large
format retail property in New Zealand. A drop in demand or increase in supply, competition
from other property vehicles, and overall economic or property market conditions in the large
format retail sector could adversely affect Investore and the value of the security for the Bonds.
Investore’s exposure to a single class of property is a concentration risk arising from its large
format retail strategy.
This summary does not cover all of the risks of investing in the Bonds. You should also read
section 6 of this PDS (Risks of investing) and section 5 of this PDS (Key features of the Bonds).
Investore’s credit worthiness has not been assessed by an approved rating agency. This means
that Investore has not received an independent opinion of its capability and willingness to repay
its debts from an approved source.
The Offer is being made under a short-form disclosure process that Investore is permitted to
use because the Bonds rank in priority to existing quoted financial products of Investore. The
existing quoted financial products are ordinary shares in Investore, which are traded on the NZX
Main Board. Investore is subject to a disclosure obligation that requires it to notify certain material
information to the NZX for the purpose of that information being made available to participants
in the market. Investore’s NZX issuer page, which includes information made available under the
relevant disclosure obligation referred to above, can be found at www.nzx.com/companies/IPL.
1.9 Key risks affecting
this investment
1.10 No credit rating
1.11 Where you can
find other market
information about
Investore
1. Key information summary / Continued
Key information summary / Continued
1.8 What assets are
these Bonds
secured against
Contents
Contents
1. Key information summary
Letter from the Chairman
2. Key dates and Offer process
3. Terms of the Offer
4. Purpose of the Offer
5. Key features of the Bonds
6. Risks of investing
7. Ta x
8. Who is involved?
9. How to complain
10. Where you can find more information
11. How to apply
12. Contact information
13. Glossary
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Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement56
On behalf of Investore Property Limited’s Board of Directors
(Board), I am pleased to offer you the opportunity to invest in
senior secured, fixed rate bonds to be issued by Investore.
Investore is New Zealand’s only NZX listed company with an
investment strategy focused on large format retail property.
The Offer provides investors an opportunity to gain exposure
to a property portfolio that is underpinned by characteristics
such as long lease terms, high occupancy and nationally
recognised tenants.
Key attributes of Investore’s portfolio (excluding the two
properties subject to unconditional sale agreements) are:
• long weighted average lease term (WALT) – Investore’s
portfolio WALT as at the date of this PDS is 13.1 years;
• high occupancy rates – current portfolio occupancy is
99.9% of total net lettable area; and
• quality, nationally recognised tenants - key Anchor
Tenant brands include Countdown, Bunnings, PAK’nSAVE,
New World, Mitre 10, Animates, and The Warehouse.
These attributes provide Investore with dependable
income streams.
Since listing on the NZX Main Board in July 2016, Investore
has undertaken a number of initiatives designed to improve
portfolio value and provide capacity for future opportunities,
including:
• acquiring the three Bunnings Properties on 28 February
2018 which were independently valued at $79.5 million for
$78.5 million, introducing a key new Anchor Tenant and
further geographical diversification into the portfolio;
• entering into agreements to dispose of two properties
for $32.6 million to repay debt and provide balance sheet
capacity for future activities. These disposals are expected
to settle prior to the Issue Date; and
• the development of two new retail units located adjacent to
Investore’s property in Invercargill.
Investore’s assets and day-to-day operations are externally
managed by Stride Investment Management Limited (SIML),
the real estate investment management entity whose shares
are stapled with Stride Property Limited (Stride). SIML and
Stride collectively form the NZX listed Stride Property Group.
SIML manages three property portfolios which between them
own approximately $2.1 billion of property in New Zealand.
Stride also holds a 19.9% shareholding in Investore. This
shareholding helps ensure alignment of interests between
Investore and SIML.
Investore is seeking to raise up to $75 million under the Offer,
with the ability to accept up to an additional $25 million of
oversubscriptions. The net proceeds of the Offer will be used
to repay a portion of Investore’s existing bank debt. The Board
believes this will strengthen Investore’s capital structure,
provide diversification of funding sources and extend the tenor
of its debt.
There are risks associated with this Offer that may affect
your returns and repayment of your investment in the Bonds.
You should read this PDS and the additional information
about the Offer contained on the Offer Register in its entirety
and carefully consider the risks described in section 6 of
this PDS (Risks of investing). You should also read the NZX
announcements issued by Investore which are referred to
in section 10.3 of this PDS (NZX Disclosures).
I encourage you to seek financial, investment or other advice
from a qualified professional adviser as you consider this Offer.
On behalf of the Board, I welcome your involvement in this
Offer and your support of Investore.
For more information on the Offer, please visit our website
www.investoreproperty.co.nz/bondoffer.
Yours sincerely
Dear Investor
Mike Allen
Chairman
Investore Property Limited
Letter from the Chairman
Letter from the Chairman
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement78
Key dates & Offer process
2. Key dates & Offer process
2.1 Key dates
Minimum Interest Rate and indicative
Issue Margin announcement
Monday, 12 March 2018
Rate Set Date Tuesday, 20 March 2018
Opening Date Wednesday, 21 March 2018
Closing Date Thursday, 12 April 2018
Issue Date Wednesday, 18 April 2018
Expected date of initial quotation
and trading of the Bonds on the
NZX Debt Market
Thursday, 19 April 2018
Interest Payment Dates 18 January, 18 April, 18 July and 18 October in each year
First Interest Payment Date Wednesday, 18 July 2018
Maturity Date Thursday, 18 April 2024
Key dates & Offer process
The timetable is indicative only and subject to change. Investore may, in its absolute
discretion and without notice, determine to vary the timetable (including by opening
or closing the Offer early, accepting late applications and extending the Closing Date).
Changes will be advised by way of announcement through NZX.
If the Closing Date is extended, the Rate Set Date, the Issue Date, the expected date of
initial quotation and trading of the Bonds on the NZX Debt Market, the Interest Payment
Dates and the Maturity Date may also be extended. Any such changes will not affect the
validity of any applications received.
Investore reserves the right to cancel the Offer and the issue of the Bonds, in which case
all application monies received will be refunded (without interest) as soon as practicable
and in any event within five Business Days of the cancellation.
The Offer will be open to institutional investors and members of the public who are
resident in New Zealand.
All of the Bonds offered under the Offer (including any oversubscriptions) have been
reserved for subscription by clients of the Joint Lead Managers, NZX Firms and other
approved financial intermediaries invited to participate in a bookbuild conducted by the
Joint Lead Managers.
There will be no public pool for the Bonds.
If you wish to invest in the Bonds you should contact your usual authorised financial
adviser or an NZX Firm for details as to how you may acquire the Bonds. You can find an
NZX Firm by visiting www.nzx.com/services/market-participants/find-a-participant.
2.2 Who may apply
under the Offer?
Investore Property Limited Product Disclosure Statement910
Terms of the Offer
3. Terms of the Offer
3.1 Terms of the Offer
Issuer Investore Property Limited
Description of the Bonds
Senior secured fixed rate bonds
Term 6 years, maturing on 18 April 2024
Offer amount Up to $75 million (with the ability to accept oversubscriptions of up to $25 million at
Investore’s discretion). The final Offer amount will be determined by Investore in conjunction
with the Joint Lead Managers and announced via NZX on or about 20 March 2018
Issue price $1.00 per Bond, being the Principal Amount of each Bond
Interest Rate The Bonds will pay a fixed rate of interest until the Maturity Date
The Interest Rate will be no lower than a minimum Interest Rate. This minimum Interest Rate
and the indicative Issue Margin will be determined by Investore in conjunction with the Joint
Lead Managers and announced via NZX on or about 12 March 2018
The Rate Set Date is 20 March 2018, with the Offer opening on 21 March 2018
The Interest Rate will be set on the Rate Set Date and will be the greater of:
• the minimum Interest Rate; and
• the sum of the Swap Rate on the Rate Set Date and the Issue Margin
The Issue Margin will be determined by Investore in conjunction with the Joint Lead Managers
following a bookbuild on the Rate Set Date. A bookbuild is a process whereby a margin
is determined by reference to bids from market participants for an allocation of Bonds at
different margins. The Interest Rate will be announced via NZX on the Rate Set Date
Interest Payment DatesQuarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that
scheduled day is not a Business Day, the next Business Day) until and including the Maturity
Date, with the First Interest Payment Date being 18 July 2018
Interest payments and entitlementPayments of interest on Interest Payment Dates will be of equal quarterly amounts. Any interest
on the Bonds payable on a date which is not an Interest Payment Date (including the early
bird interest discussed below), will be calculated based on the number of days in the relevant
period and a 365-day year
On Interest Payment Dates interest will be paid to the person registered as the Bondholder as
at the record date immediately preceding the relevant Interest Payment Date
The record date for interest payments is 5.00pm on the date that is 10 days before the
relevant scheduled Interest Payment Date. If the record date falls on a day which is not a
Business Day, the record date will be the immediately preceding Business Day
Terms of the OfferInvestore Property Limited Product disclosure statement
Early bird interest You will receive interest calculated on a daily basis at the Interest Rate on application money
you paid, in respect of accepted applications, from (and including) the date that application
money is received into the bank account for the Offer to (but excluding) the Issue Date
Early bird interest will be paid (less any withholding tax required to be deducted) to you as
soon as practicable and, in any event, within five Business Days of the Issue Date
Opening Date Wednesday, 21 March 2018
Closing Date Thursday, 12 April 2018
SecurityThe Bonds are secured by the Mortgages granted by Investore over the Mortgaged Properties
and by security interests over Investore’s other assets under the General Security Deed
(subject to limited exceptions)
The Bonds are not the only amounts secured by the Mortgages and other security.
The Mortgages and the General Security Deed also secure amounts owed to other creditors
under certain other financing documents, including amounts owed to banks under bank
facilities. All creditors secured by the Mortgages and the General Security Deed rank equally
More information on the Mortgages and the General Security Deed can be found in section 5
of this PDS (Key features of the Bonds)
RankingOn a liquidation of Investore the Bonds will rank as unsubordinated obligations of Investore
and will:
• rank after liabilities which are secured by prior ranking security interests over assets of
Investore (if any) or preferred by law; and
• rank equally with all other unsubordinated liabilities of Investore.
Further important information on the ranking of the Bonds on the liquidation of Investore can
be found in section 5 of this PDS (Key features of the Bonds)
ScalingInvestore may scale applications at its discretion, but will not scale any application to below
$5,000 or to an amount that is not a multiple of $1,000
RefundsIf Investore does not accept your application (whether because of late receipt or otherwise) or
accepts it in part, all or the relevant balance of your application money received will be repaid
to you as soon as practicable and, in any event, within five Business Days of the Issue Date
No interest will be paid on refunds
Minimum application amount$5,000 and multiples of $1,000 thereafter
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1112
Terms of the Offer
How to applyApplication instructions are set out in section 11 of this PDS (How to apply). An Application
Form is attached at the back of this PDS
Investore reserves the right to refuse all or any part of any application for Bonds under the
Offer without giving a reason
No underwritingThe Offer is not underwritten
BrokerageInvestore will pay brokerage to market participants in respect of the Offer
You are not required to pay brokerage or any other fees or charges to Investore to purchase
the Bonds. However, you may have to pay brokerage to the firm from whom you receive an
allocation of Bonds
Transfer restrictions
and NZX approval
Investore may decline to accept or register a transfer of the Bonds if the transfer would result
in the transferor or the transferee holding or continuing to hold Bonds with a Principal Amount
of less than $5,000 (if not zero) or if the transfer is not in multiples of $1,000. NZX has
provided Investore with approval under Listing Rule 11.1.5 to permit these transfer restrictions
Financial covenant Investore has agreed to ensure that the total principal amount of all outstanding borrowed
money secured by the Mortgages and the General Security Deed is not more than 65% of
the total value of all Mortgaged Properties (including, in respect of any development, capital
expenditure incurred during the development phase since the date of the most recent
valuation). See section 5 of this PDS (Key features of the Bonds)
Early redemption Neither you nor Investore are able to redeem the Bonds before the Maturity Date. However, Investore
may be required to repay the Bonds early if there is an Event of Default (as described below)
Events of Default If an Event of Default occurs and is continuing the Supervisor may in its discretion, and must
upon being directed to do so by a Special Resolution of Bondholders, declare the Bonds to be
immediately due and payable
The Events of Default are set out in clause 12.1 of the Trust Deed and are summarised in
section 5 of this PDS (Key features of the Bonds)
Further payments,
fees or charges
Taxes may be deducted from interest payments on the Bonds. See section 7 of this PDS
(Ta x) for further details
QuotationApplication has been made to NZX for permission to quote the Bonds on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied with
on or before the date of distribution of this PDS have been duly complied with. However,
the Bonds have not yet been approved for trading and NZX accepts no responsibility for
any statement in this PDS. NZX is a licensed market operator, and the NZX Debt Market is a
licensed market, under the Financial Markets Conduct Act 2013
NZX ticker code IPL010 has been reserved for the Bonds
3. Terms of the Offer / Continued
Purpose of the Offer
3.2 Other documentsThe terms of the Bonds, and other key terms of the Offer, are set out in:
• the Trust Deed, as supplemented by the Series Supplement; and
• the Security Trust Deed.
You should read these documents. Copies may be obtained from the Offer Register at
www.companiesoffice.govt.nz/disclose (OFR12328).
The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt. The Offer will also provide
diversification of funding sources and extend the tenor of Investore’s debt. The use of proceeds of the Offer will not change,
irrespective of the total amount that is raised.
The Offer is not underwritten.
4. Purpose of the Offer
Selling restrictionsInvestore does not intend that the Bonds be offered for sale, and no action has been taken or
will be taken to permit a public offering of Bonds, in any jurisdiction other than New Zealand
You may only offer for sale or sell any Bond in conformity with all applicable laws and
regulations in any jurisdiction in which it is offered, sold or delivered. This PDS may not be
published, delivered or distributed in or from any country other than New Zealand
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among others,
Investore, SIML, the Supervisor and the Joint Lead Managers for any loss suffered as a result of
any breach by you of the selling restrictions referred to in this section
Governing law New Zealand
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1314
Key features of the Bonds
5. Key features of the Bonds
The Supervisor is appointed to act as supervisor and trustee for the Bondholders on the
terms contained in the Trust Deed.
You can only enforce your rights under the Bonds, or under the security arrangements,
through the Supervisor (although you can enforce your rights under the Bonds against
Investore directly if the Supervisor is obliged to enforce, but has failed to do so).
(a) Mortgages
The Bonds are secured by the Mortgages granted by Investore over the Mortgaged
Properties and by security interests over Investore’s other assets under a General Security
Deed (subject to limited exceptions). All 40 properties expected to be owned by Investore
on the Issue Date (after settlement of the sale of two properties) will be Mortgaged
Properties. The Mortgages are first ranking security in respect of the Mortgaged Properties.
There is no limit on the amount of Investore’s borrowings that may be secured under the
Mortgages and the General Security Deed, except that Investore is subject to a Loan to
Value Ratio covenant which restricts the amount of Investore’s secured borrowings to
65% of the value of the Mortgaged Properties. More information on the Loan to Value
Ratio covenant can be found in section 5.2(c)(i) (Restrictions on borrowing).
The Bonds are not the only amounts secured by the Mortgages and the General Security
Deed. The Mortgages and the General Security Deed also secure amounts owed to other
creditors under certain other financing documents. This currently includes bank facilities,
and in the future may also extend to other amounts. All creditors secured by the Mortgages
and the General Security Deed rank equally.
5.1 The Supervisor
5.2 Ranking & security
A number of key features of the Bonds are described in section 3 of this PDS (Terms of the Offer). The other key features of the
Bonds are described in the following paragraphs of this section 5.
Key features of the Bonds
Investore estimates that as at 30 September 2017 (assuming that the Bonds had been
issued at that time):
Note to table:
1. Based on the value of the portfolio set out in Investore’s financial statements for the six months
ended 30 September 2017.
A Security Trustee (currently New Zealand Permanent Trustees Limited) holds the Mortgages
and security interests under the General Security Deed for all creditors entitled to their
benefit. The creditors entitled to the benefit of this security currently include (in addition to
the Supervisor and Bondholders) Investore’s banking syndicate members and their agent.
As previously noted, it is possible that further creditors will become entitled to the benefit of
the Mortgages and the General Security Deed in the future.
The Security Trustee may release Mortgaged Properties and other assets without the
consent of Bondholders, provided that this will not cause a breach of the Loan to Value
Ratio (or any other term of the Bonds or any other relevant financing documents). The Loan
to Value Ratio is contained in the Trust Deed, and under it Investore agrees to ensure that
the total principal amount of all outstanding borrowed money secured by the Mortgages
and the General Security Deed is not more than 65% of the total value of all Mortgaged
Properties (including, in respect of any development, capital expenditure incurred during
the development phase since the date of the most recent valuation). The basis on which
the Security Trustee holds the Mortgages and the General Security Deed, and otherwise
acts for the creditors entitled to the benefit of the Mortgages and the General Security
Deed, is set out in the Security Trust Deed. More information on the Security Trust Deed
can be found in section 5.3 (Security Trust Deed).
5.2 Ranking & security
Continued
Amount that would have
been secured by the
Mortgages and the
General Security Deed
Approximately
$261.4 million
The issue of the Bonds will
not materially impact this
amount, as the net proceeds
of the Offer are to be used
to repay a portion of
Investore’s existing bank
debt which is secured by
the Mortgages and the
General Security Deed.
Total value of the
Mortgaged Properties
Approximately
$662.7
1
million
The issue of the Bonds will
not impact these amounts.
Total value of the other
assets subject to the
General Security Deed
Approximately
$5.0 million
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1516
Key features of the Bonds
5. Key features of the Bonds / Continued
5.2 Ranking & security
Continued
(b) Ranking on liquidation
On a liquidation of Investore the Bonds will rank as secured obligations of Investore as
described in section 5.2(a) (Mortgages). The ranking of the Bonds on a liquidation of
Investore is summarised in the following diagram.
Ranking on
liquidation of
Investore
1
Type of liability / equityIndicative amount of
existing liabilities
and equity as at
30 September 2017,
as adjusted for the Offer
2
Liabilities that rank
in priority to the
Bonds
3
Liabilities preferred by law
(e.g., Inland Revenue)
$1.4 million
Liabilities that rank
equally with the
Bonds
4
Liabilities secured over assets other
than the Mortgaged Properties and
other secured assets
5
$Nil
All liabilities secured by the Mortgages
and the General Security Deed
(including Bonds, bank facilities
and hedging arrangements)
$261.4 million
Other unsubordinated liabilities not
referred to above (e.g. trade and
general creditors)
6
$2.3 million
Liabilities that rank
below the Bonds
Subordinated liabilities$Nil
Equity
7
Shares, reserves and retained
earnings
$405.1 million
Higher Ranking /
Earlier Priority
Lower Ranking /
Later Priority
Diagram showing ranking of debt securities on liquidation of Investore
Notes to diagram:
1. In summarising the ranking of the Bonds and other liabilities, the table (for the sake of simplicity)
does not reflect the fact that the ranking of liabilities may change, depending on the source of
payment. In particular:
• Where the source of payment is sale proceeds of the Mortgaged Properties, there are no
other liabilities which rank in priority to, or equally with, the Bonds and other liabilities
secured by the Mortgages and the General Security Deed.
• Where the source of payment is sale proceeds of Investore assets (other than the Mortgaged
Properties) which are subject to prior ranking security interests securing other liabilities, those
other liabilities effectively rank in priority to the Bonds in respect of those sale proceeds.
Key features of the Bonds
5.2 Ranking & security
Continued
• Other unsubordinated liabilities are shown as ranking equally with the Bonds and other
secured liabilities because, although they are not secured by the Mortgages or the General
Security Deed, they are not legally subordinated to the Bonds (or other secured liabilities).
2. The amount of existing liabilities and equity, as adjusted for the Offer, is stated as at 30
September 2017, being the date of Investore’s most recent published financial statements.
Since 30 September 2017 Investore has:
• purchased four properties for an aggregate purchase price of $79.5 million (of which
$78.5 million was funded by debt);
• agreed to sell two properties, which transactions are unconditional and are scheduled
to settle prior to the Issue Date for an aggregate sales price of $32.6 million. The net
proceeds of these sales will be used to repay a portion of Investore’s bank debt; and
• obtained preliminary valuations of its portfolio as at 31 March 2018 from independent
registered valuers. The preliminary valuations indicate that as at 31 March 2018 the
property portfolio (excluding the two properties subject to unconditional sale agreements)
is expected to have a value of $738.3 million, a net increase of 3.2% compared to the total
value of those properties as at 31 March 2017 (being the most recent prior date at which
independent valuations were obtained for the portfolio) and including those properties
acquired during the year. These preliminary valuations have been reviewed
and approved by the Board but remain subject to finalisation by the relevant issuing
valuers and audit on or after 31 March 2018. Further details will be released by
Investore as part of its annual results announcement for the year ended 31 March 2018.
3. Liabilities that rank in priority to the Bonds on liquidation include amounts owing to Inland
Revenue. There are typically other preferred claims which arise when a company is liquidated
which are not possible to foresee and cannot therefore be quantified.
4. This table assumes $100 million of Bonds are issued under the Offer. The final size of the
Offer will not materially impact the total value of these calculations as all proceeds (net of
expenses associated with the Offer) are expected to be used to repay a portion of Investore’s
existing bank debt which ranks equally with the Bonds.
5. The liabilities secured by the Mortgages and the General Security Deed include
outstanding borrowed money and other liabilities, such as accrued interest and hedging
liabilities. The Bonds rank equally with all other liabilities secured by the Mortgages and the
General Security Deed.
6. Unsubordinated and unsecured liabilities are shown as ranking equally with the Bonds
because, although they do not have the benefit of the Mortgages and the General Security
Deed, they are not legally subordinated to the Bonds (or other secured debt). However, in
effect the Bonds (and bank debt) would have priority over unsubordinated and unsecured
liabilities if the Mortgages and the General Security Deed were enforced, to the extent of the
enforcement proceeds the Security Trustee is entitled to.
7. The amount of equity stated in the diagram includes an amount in relation to Investore’s
existing quoted financial products (i.e. Investore’s ordinary shares which are quoted on the
NZX Main Board).
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1718
Key features of the Bonds
(c) Further borrowing and security
After the issue of the Bonds, Investore may (without the consent of Bondholders) borrow
money or otherwise incur liabilities from time to time that:
• rank equally with the Bonds on a liquidation of Investore. This may include, for example,
further bank loans; or
• rank in priority to the Bonds on a liquidation of Investore. This may include, for example,
prior ranking security interests, permitted instances of security as described in section
5.2(c)(ii) (Restrictions on granting security) or liabilities preferred by law.
The financial covenants and other terms described in the following sections limit the ability
of Investore to:
• borrow money that ranks equally with, or in priority to, the Bonds; or
• grant security which ranks equally with, or in priority to, the Mortgages and the General
Security Deed.
(i) Restrictions on borrowing
The Loan to Value Ratio under the Trust Deed limits the ability of Investore to borrow
money which is secured by the Mortgages and the General Security Deed. Under the Loan
to Value Ratio Investore agrees to ensure that the total principal amount of all outstanding
borrowed money secured by the Mortgages and the General Security Deed is not more
than 65% of the total value of all Mortgaged Properties (including, in respect of any
development, capital expenditure incurred during the development phase since the date
of the most recent valuation).
In addition, certain terms in Investore’s banking Facility Agreement limit the ability of
Investore to borrow money (although Bondholders do not have the benefit of these,
and they may be amended or waived by Investore’s banking syndicate). These terms are:
5.2 Ranking & security
Continued
5. Key features of the Bonds / Continued
Key features of the Bonds
(ii) Restrictions on granting security
Under the Trust Deed Investore agrees that it will not grant or allow further security over
its assets, except in certain permitted instances. The permitted instances include:
• security given to the Security Trustee;
• security which Investore’s banks otherwise agree to;
• security arising by operation of law;
• netting, set off and similar arrangements entered into under a derivative contract in the
ordinary course of business or otherwise entered into in the ordinary course of banking
arrangements;
• security created by a lease of a term of more than one year that does not secure
payment or performance of an obligation;
• a purchase money security interest in respect of personal property which is acquired
in the ordinary course of ordinary trading;
• security in respect of any indebtedness or obligation incurred to finance its investment
in any joint venture provided the recourse of the creditor(s) is limited to the assets
financed; and
• any other security provided that the total amount secured under this particular category
(ignoring the prior categories) does not exceed, in aggregate, $10 million.
This summary does not cover all of the permitted instances. For full details see clause
11.2(a) and the definition of “Permitted Security Interest” in the Trust Deed.
The Facility Agreement also contains terms that limit the ability of Investore to grant
security (although these are not terms of the Bonds so Bondholders do not have the
benefit of these, and they may be amended or waived by Investore’s banks). These are
undertakings from Investore that they will not grant or allow security over their assets,
except in certain permitted instances, including security which Investore’s banks agree to.
As noted at section 5.2(a) (Mortgages), a Security Trustee (currently New Zealand Permanent
Trustees Limited) holds the Mortgages and the General Security Deed for all creditors
entitled to their benefit. The creditors entitled to the benefit of this security currently include
(in addition to the Supervisor and the Bondholders) Investore’s banking syndicate members
and their agent. It is possible that further creditors will become entitled to the benefit of
the Mortgages and the General Security Deed in the future. All creditors secured by the
Mortgages and the General Security Deed rank equally.
5.2 Ranking & security
Continued
5.3 Security Trust Deed
CovenantLimitComment
Interest Coverage Ratio
(ratio of EBIT to certain interest
and financing costs) calculated
at the end of each financial year
and half year
At least 1.75 to 1 for the
12 months then ending
“EBIT” is a calculation based upon profit before tax and
interest expense (adjusted to exclude certain gains or
losses, including those resulting from real property
revaluations and those derived from sales of real property)
Loan to Value Ratio 65%Calculated in the same manner as the Loan to Value Ratio
under the Trust Deed
WALTAt all times greater than
6 years
The weighted average lease term for the portfolio
of Mortgaged Properties (excluding assets held for
development or redevelopment)
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement1920
Key features of the Bonds
In most circumstances the Security Trustee must act in accordance with instructions of
the majority of those creditors who have the benefit of the Mortgages and the General
Security Deed. As a majority of creditors is determined by respective credit exposures
(which depending on the circumstances may be based on principal amount lent, or facility
limits) Investore’s banks currently constitute the majority creditors for the purpose of giving
instructions to the Security Trustee.
The Security Trust Deed contains a number of other important terms. These include:
• The role of the Security Trustee, and the powers and duties of the Security Trustee.
• The rule that Bondholders may only enforce their rights under the Security Trust Deed
through the Supervisor.
• The rule that the Supervisor (acting on behalf of the Bondholders) may only enforce the
Mortgages and the General Security Deed through the Security Trustee.
• The rules as to distribution of proceeds received by the Security Trustee on enforcement.
After paying costs (including those of the Security Trustee or any receiver) creditors secured
by the Mortgages and the General Security Deed rank equally.
• The procedure by which Investore may extend the benefit of the security arrangements
(including the Mortgages) to new creditors, who would then rank equally with the Bonds.
Investore may do so provided no default event has occurred.
• The obligation of the Security Trustee (without the consent of Bondholders) to release a
Mortgage and the General Security Deed where the relevant property is being sold by
Investore, provided that this will not cause a breach of the Loan to Value Ratio (or any other
term of the Bonds or any other relevant financing documents).
• The ability of the majority creditors to require the Security Trustee to enforce the Mortgages
and the General Security Deed. In certain circumstances individual creditors or groups of
creditors also have this right. An example of this is that, where there is a Major Bond Default
Event, the Supervisor can require the Security Trustee to enforce the security (unless other
creditors give conflicting instructions in accordance with the Security Trust Deed).
• The ability of the majority creditors to waive obligations under, or agree changes to, the
Security Trust Deed (though, if a waiver or change would have a material adverse effect on
Bondholders as compared to its effect on other creditors, then approval of the Bondholders
will be required).
• The process for replacement of the Security Trustee. The majority creditors have the right
to remove and replace the Security Trustee.
• The right of the Security Trustee to be indemnified.
• The payment of fees, expenses and other amounts owing to the Security Trustee.
5. Key features of the Bonds / Continued
5.3 Security Trust Deed
Continued
Key features of the Bonds
The Events of Default are contained in the Trust Deed. They include:
• A failure by Investore to make a payment due in respect of the Bonds.
• A breach of the Loan to Value Ratio which is not remedied within (approximately)
13 months of that breach being disclosed to the Supervisor in a compliance certificate.
• A material breach by Investore of an obligation under the Trust Deed.
• A material misrepresentation by Investore under the Trust Deed.
• Indebtedness of more than $10 million in respect of other borrowed money of Investore
is not paid when due (or within any applicable grace period), or is called up as a result of
a default, or commitment for such indebtedness is cancelled.
• Insolvency events that affect Investore.
This summary does not cover all of the Events of Default. For full details of the Events of
Default see clause 12.1 of the Trust Deed.
If an Event of Default occurs, the Supervisor may in its discretion, and must upon being
directed to do so by a Special Resolution of Bondholders, declare the Principal Amount and
any accrued interest on the Bonds due and payable. If this occurs, Investore will need to repay
Bondholders the Principal Amount of the Bonds and any outstanding interest due on the
Bonds. Outstanding interest will be calculated based on the number of days since the last
Interest Payment Date and a 365-day year.
If an Event of Default occurs, any enforcement of the Mortgages or any other security
must be by the Security Trustee in accordance with the terms of the Security Trust Deed,
not the Supervisor.
5.4 Events of Default
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2122
Key features of the Bonds
5.5 Distribution stopper
5.6 Other relevant
information about
the Trust Deed
Under the Trust Deed Investore is not permitted to make any Distribution, such as declaring
a dividend or transferring property to Investore shareholders in relation to their shares, if an
Event of Default is continuing or if it would result in an Event of Default.
The Trust Deed also contains a number of standard terms, including relating to:
• The role of the Supervisor, and the powers and duties of the Supervisor. The Supervisor
will not be responsible for monitoring the application by Investore of the money paid by
the subscribers of the Bonds.
• The process for replacement of the Supervisor.
• The right of the Supervisor to be indemnified.
• The payment of fees, expenses and other amounts owing to the Supervisor (including that
amounts owing to the Supervisor are, on a default, paid from the proceeds of enforcement
before payments to Bondholders).
• Holding meetings of Bondholders.
• The process for Bondholders to sell or transfer their Bonds (including that such sales and
transfers are subject to the terms of the Trust Deed and applicable laws, in particular that
transfers that would result in the transferee holding Bonds with a total Principal Amount
of less than $5,000, or in an amount that is not a multiple of $1,000, will not be allowed).
• The process for amending the Trust Deed. To summarise, the Trust Deed can be amended:
• with the consent of the Supervisor; or
• by the Financial Markets Authority under section 109 of the Financial Markets Conduct
Act 2013; or
• under section 22(7) or 37(6) of the Financial Markets Supervisors Act 2011 or any other
enactment.
The Supervisor must only consent to an amendment if:
• the amendment is approved by a Special Resolution of the Bondholders (or each class
of Bondholders that is or may be adversely affected by the amendment); or
• the Supervisor is satisfied that the amendment does not have a material adverse effect
on the Bondholders.
You should read the Trust Deed for further information.
5. Key features of the Bonds / Continued
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2324
Key features of the Bonds
6.2 Risks
Credit Risk on InvestoreThe risk that Investore becomes insolvent and is unable to meet its obligations under the
Bonds. If the value of the Mortgages and other security is insufficient to repay you in these
circumstances, you might not recover the amount of your investment in the Bonds or receive
the returns you expect.
Secondary Market RiskThe risk that, if you wish to sell your Bonds before maturity:
• you may be unable to find a buyer; or
• the price at which you are able to sell them is less than the amount you paid for them.
These outcomes may arise because of factors related to Investore’s creditworthiness, or
because of other factors. These other factors may include the following:
• The fact that a trading market for the Bonds never develops, or if it develops is not very
liquid. Although permission is expected to be granted to quote the Bonds on the NZX Debt
Market, this does not guarantee any trading market in the Bonds.
• The level, direction and volatility of market interest rates. For example, if market interest rates
go up, the market value of the Bonds would typically be expected to go down and vice versa.
• The fact that Bondholders seeking to sell relatively small or relatively large amounts of Bonds
may not be able to do so at prices comparable to those available to other Bondholders.
Exposure to significant tenantGDL (an ultimate subsidiary of Woolworths Group Limited), which operates Countdown-
branded supermarkets in New Zealand, is Investore’s largest tenant constituting approximately
73% of Investore’s Contract Rental as at the date of this PDS. Investore expects this tenant
concentration to reduce to approximately 72% following the completion of the sales
of properties at 64 Gorge Road (Queenstown) and 17 Chappie Place (Hornby). If GDL’s
performance materially decreases, or if GDL fails to meet its lease obligations, it could have
a significant adverse effect on Investore’s operations and financial performance, including the
ability for Investore to make payments on the Bonds or comply with the financial covenants
under the Bonds and Facility Agreement applicable from time to time.
Investore does not believe that such circumstances are likely to occur, however information is
not available to Investore to verify the financial strength of GDL.
Investore seeks to manage this exposure to a significant tenant by managing lease expiries,
maintaining strong relationships with GDL and other tenants and considering opportunities
to add new tenants when available, such as through the acquisition of the Bunnings Properties
from Stride. Investore monitors performance of lease obligations and views GDL as a
responsible tenant, including in relation to its rent payment obligations to Investore.
Investore’s exposure to GDL has decreased over time.
SPECIFIC RISKS RELATING TO INVESTORE’S CREDITWORTHINESS:
Investore considers that the main circumstances which significantly increase,
either individually or in combination, the risk that Investore may default on its
payment obligations under the Bonds are as follows.
GENERAL RISKS: an investment in the Bonds is subject to the following general risks
This section describes the following potential key risk factors:
• general risks associated with an investment in the Bonds; and
• specific risks relating to Investore’s creditworthiness.
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 Directors and the Manager as at the date of this PDS. 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, Investore and the Manager will seek to implement risk mitigation strategies
to minimise the exposure to some of the risks outlined in the following table, although there
can be no assurance that such arrangements will fully protect Investore from such risks.
You should carefully consider these risks (together with the other information in this PDS and
available on the Offer Register) before deciding to invest in the Bonds. This summary does not
cover all of the risks of investing in the Bonds.
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 investment decision, you give consideration to the suitability of an
investment in the Bonds in light of your individual risk profile for investments, investment
objectives and personal circumstances (including financial and taxation issues).
6.1 Introduction
6. Risks of investing
Risks of investing
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2526Ta x
Risks of investing
Single class of property exposes
Investore to downturn in large
format retail property sector
Investore has been established to invest solely in large format retail property. Investore’s financial
performance is therefore directly linked to the demand for, and supply of, large format retail
property in New Zealand. A drop in demand or increase in supply, competition from other
property owners, and changes in overall economic or property market conditions (and most
particularly in the large format retail sector) could have an adverse effect on rental returns and/
or the values of Investore’s properties. In the event of adverse market conditions, Investore
may not be able to sell its large format retail properties on commercially acceptable terms and
the value of the security for the Bonds may be reduced. In the event of reduced rental returns,
Investore’s ability to make payments on the Bonds or comply with financial covenants under
the Facility Agreement from time to time could be adversely affected. Investore’s exposure to
a single class of property is a concentration risk arising from its large format retail strategy.
As the market for large format retail properties in New Zealand is outside of Investore’s control,
it is difficult to predict the likelihood of a downturn in the large format retail property market.
Investore seeks to manage this risk by attracting and retaining long-term tenants. In addition,
any localised changes in demand in the large format retail sector can be mitigated through the
geographic diversification of Investore’s portfolio.
Financing While all property companies (and indeed most businesses) are exposed to changes in debt
market conditions due to their borrowings, Investore’s internally-set maximum loan to value ratio
of 48% means it potentially will have an increased exposure to external funding sources as a
proportion of its capital structure compared with other listed property companies. Investore’s
loan to value ratio is expected to be 41.6% after settlement of the sales of two properties
that are subject to unconditional sale agreements and taking into account the expected effect
of the preliminary valuations described in note 2 on page 16 of this PDS. All of Investore’s
bank facilities in place on the date of this PDS are due for repayment or refinancing prior to
the Maturity Date for the Bonds. Investore’s ability to refinance or raise debt on commercially
acceptable terms is dependent on a number of factors, including the:
• general economic climate;
• state of debt markets; and
• performance and reputation of Investore.
Changes to any of these factors could lead to an increased cost of funding or limited access to
capital for Investore to refinance existing debt facilities. This could require Investore to sell assets
on commercially unattractive terms and could have a significant adverse effect on Investore’s
financial performance. Investore’s level of debt makes it exposed to uncertainty in the debt
markets and changes in financing costs.
Investore seeks to manage this risk by diversifying its sources of funding (including through
the Offer), however diversification cannot completely eliminate this risk.
Investore has interest rate hedge contracts in place that expire between July 2019 and
September 2023. On the Issue Date and after repayment of a portion of the bank debt with
the proceeds of the Offer, all of the remaining bank debt will be hedged against movements
in interest rates, although this may reduce over time as hedge contracts mature and new
hedging is considered.
6.2 Risks Continued
7. Ta x
If you are tax resident in New Zealand or otherwise receive payments of interest on the
Bonds that are subject to the resident withholding tax rules, resident withholding tax at
the relevant rate will be deducted from interest paid or credited to you unless you produce
to the Securities Registrar a valid certificate of exemption on or before the record date for
the relevant payment date.
If you receive payments of interest on the Bonds subject to the non-resident withholding
tax rules, an amount equal to any approved issuer levy payable (AIL) will be deducted from
payments of interest to you in lieu of deducting non-resident withholding tax (except where
you elect otherwise and Investore agrees, or it is not possible under any law, in which case
non-resident withholding tax will be deducted).
If the AIL regime applies, Investore will apply the zero rate of AIL if possible, and otherwise pay
AIL at the applicable rate. If the AIL regime changes, Investore reserves the right not to pay AIL.
See the Trust Deed for further details.
If, in respect of any of your Bonds, Investore becomes liable to make any payment of, or on
account of, tax payable by you, then you will be required to indemnify Investore in respect of
such liability. Any amounts paid by Investore in relation to any such liability may be recovered
from you by withholding the amount from further payments to you in respect of Bonds.
See the Trust Deed for further details.
There may be other tax consequences from acquiring or disposing of the Bonds. If you have
any queries relating to the tax consequences of the investment, you should obtain professional
advice on those consequences.
Taxes may affect your returns. The preceding information does not constitute taxation advice
to any Bondholder, is general in nature and limited to consideration of New Zealand taxation
impacts as at the date of this PDS.
Resident Withholding Tax
Approved Issuer Levy
Indemnity
General
6. Risks of investing / Continued
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2728
Who Is Involved?
8. Who is involved?
NameRole
IssuerInvestore Property LimitedIssuer of the Bonds
SupervisorPublic TrustHolds certain covenants on trust for the benefit of the
Bondholders, including the right to enforce Investore’s
obligations under the Bonds
Organising Participant Westpac Banking
Corporation (ABN 33 007
457 141) (acting through
its New Zealand branch)
Is responsible to the NZX in relation to the quotation of
the Bonds
ArrangerWestpac Banking
Corporation (ABN 33 007
457 141) (acting through
its New Zealand branch)
Provides advice and assistance to Investore in arranging
the Offer, and assists with quotation of the Bonds
The role of the Arranger in relation to the Offer is solely to
provide professional assistance to Investore with arranging
the Offer and assisting with quotation of the Bonds
Joint Lead Managers ANZ Bank New Zealand
Limited, Deutsche Craigs
Limited, Forsyth Barr
Limited and Westpac
Banking Corporation
(ABN 33 007 457 141)
(acting through its
New Zealand branch)
Assist with the bookbuild for the Offer, and marketing and
distribution of the Bonds
This PDS does not constitute a recommendation by the
Arranger, any Joint Lead Manager, or any of their respective
directors, officers, employees agents or advisers to
purchase any Bonds
The Joint Lead Managers will assist with the bookbuild for
the Offer and with the marketing and distribution of the
Offer. Except as described above, the Arranger and Joint
Lead Managers are not otherwise involved in the Offer
None of the Arranger, the Joint Lead Managers and their
respective directors, employees, agents and advisers
have independently verified the content of this PDS
Securities Registrar Computershare Investor
Services Limited
Maintains the Bond Register
Security Trustee New Zealand Permanent
Trustees Limited
Holds the Mortgages and other security for all creditors
entitled to their benefit (including the Supervisor and
the Bondholders)
ManagerStride Investment
Management Limited
Manages Investore’s assets and its day-to-day operations
under the Management Agreement
Solicitors to Investore Bell GullyProvides legal advice to Investore in respect of the Offer
Solicitors to Supervisor Kensington SwanProvides legal advice to the Supervisor in respect of the Offer
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement2930
How to complain
9. How to complain
Investore Property Limited at
Level 12, 34 Shortland Street
Auckland 1010
Phone: +64 9 912 2690
admin@investoreproperty.co.nz
If for any reason Investore is unable to resolve your complaint, please contact:
The Supervisor at
Senior Manager Client Services
Corporate Trustee Services
Public Trust
Level 9
34 Shortland Street
Auckland 1010
Phone: +64 9 985 5300
cts.enquiry@publictrust.co.nz
The Supervisor is a member of an external, independent dispute resolution scheme
operated by Financial Services Complaints Limited (FSCL) and approved by the
Ministry of Consumer Affairs.
If Investore and the Supervisor have not been able to resolve your issue, you can refer
the matter to FSCL by emailing info@fscl.org.nz, or calling FSCL on 0800 347 257, or
by contacting the Complaint Investigation Officer, Financial Services Complaints Limited,
Level 12, 45 Johnston Street, Wellington 6145.
The scheme will not charge a fee to any complainant to investigate or resolve a complaint.
Complaints may also be made to the Financial Markets Authority through their website
www.fma.govt.nz.
Complaints about the
Bonds can be
directed to:
Where you can find more information / How to apply
10. Where you can find more information
11. How to apply
Further information relating to Investore and the Bonds is available on the Offer Register.
The information contained on that register includes a copy of the Trust Deed,
the Security Trust Deed and other material information.
The Offer Register can be accessed at www.companiesoffice.govt.nz/disclose,
offer number (OFR12328). A copy of the information on the Offer Register is available
on request to the Registrar of Financial Service Providers (email: registrar@fspr.govt.nz).
Further information relating to Investore is also available on the public register
at the Companies Office of the Ministry of Business, Innovation and Employment .
This information can be accessed free of charge on the Companies Office website
at www.companiesoffice.govt.nz/companies.
As Investore is listed, it makes half-yearly and annual announcements to NZX and such
other announcements to comply with the continuous disclosure rules of the Listing Rules
(including as modified by any waivers, rulings or exemptions applicable to Investore) from
time to time.
You can obtain information provided to NZX by Investore in accordance with the Listing
Rules free of charge by searching under Investore’s stock code “IPL” on the NZX website
(www.nzx.com).
Investore has been designated as a “Non-Standard” (NS) issuer by NZX because SIML has
the right to appoint two Directors to the Board. A copy of the waivers granted by NZX in
respect of Investore can be found at www.nzx.com/companies/IPL.
Further waivers granted by NZX which relate to Investore can be found at
www.nzx.com/companies/SPG
There is no public pool for the Bonds. This means you can only apply for Bonds through an NZX Firm or approved financial intermediary
who has obtained an allocation. You must return a completed Application Form (with payment) to the office of the NZX Firm or financial
intermediary in time to enable it to be forwarded to the Securities Registrar before 5.00pm on the Closing Date.
An application cannot be withdrawn or revoked by the applicant once it has been submitted.
Additional instructions on how to apply for Bonds are set out with the Application Form contained at the back of this PDS.
10.1 Offer Register
10.2 Companies Office
10.3 NZX Disclosures
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement3132
Contact information
12. Contact information
Issuer
Investore Property Limited
Level 12
34 Shortland Street
Auckland 1010
Phone: +64 (9) 912 2690
Directors
Mike Allen (Independent Chairperson)
Kate Healy (Independent Director)
Tim Storey (SIML Nominee Director)
John Harvey (SIML Nominee Director)
Manager
Stride Investment Management Limited
Level 12
34 Shortland Street
Auckland 1010
Phone: +64 (9) 912 2690
New Zealand Legal Advisers
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Phone: +64 (9) 916 8800
Level 21
ANZ Centre
171 Featherston Street
Wellington 6140
Phone: +64 (9) 916 8800
Supervisor
Public Trust
Level 9
34 Shortland Street
Auckland 1010
Phone: +64 9 985 5300
Arranger, Organising Participant
& Joint Lead Manager
Westpac Banking Corporation
(ABN 33 007 457 141)
(acting through its New Zealand branch)
16 Takutai Square
Auckland 1010
Phone: 0800 942 822
Other Joint Lead Managers
ANZ Bank New Zealand Limited
Level 10
ANZ Centre
171 Featherston Street
Wellington 6011
Phone: 0800 005 678
Deutsche Craigs Limited
Level 36
Vero Centre
48 Shortland Street
Auckland 1010
Phone: 0800 226 263
Forsyth Barr Limited
Level 23
Lumley Centre
88 Shortland Street
Auckland 1010
Phone: 0800 367 227
Securities Registrar & Paying Agent
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 488 8777
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement3334
Glossary
13. Glossary
$ or NZ$New Zealand dollars
Anchor TenantThe primary tenant in a property, typically occupying more than 90% of the net lettable area
of the property and providing more than 90% of the rental income (but in some instances
may be as low as 50% of each)
Application Form The application form contained in this PDS relating to the Offer
BoardInvestore’s Board of Directors
Bondholder or you A person whose name is entered in the Bond Register as a holder of a Bond
BondsThe bonds constituted and issued pursuant to the Trust Deed and offered pursuant to this PDS
Bond RegisterThe register in respect of the Bonds maintained by the Securities Registrar
Bunnings PropertiesThe three properties operated by Bunnings Limited acquired by Investore on 28 February
2018 from Stride for $78.5 million, being the properties at:
• 446 Te Rapa Road, Hamilton;
• the Corner of Tremaine Avenue and Railway Road, Palmerston North; and
• 26-48 Old Taupo Road, Rotorua
Business Day A day on which the NZX Debt Market is open for trading
Closing Date Thursday, 12 April 2018 at 5.00pm
Contract RentalThe amount of rent payable by each tenant, plus other amounts payable to Investore by that
tenant under the terms of the relevant lease as at the specific date noted, annualised for
the 12 month period on the basis of the occupancy level for the relevant property as at the
specific date noted, and assuming no default by the tenant
DirectorA director of Investore
DistributionThe meaning given to that term in section 2 of the Companies Act 1993
Event of Default Each event set out in clause 12.1 of the Trust Deed, which are summarised in section 5 of this
PDS (Key features of the Bonds)
Glossary
Facility AgreementThe Syndicated Senior Secured Facility Agreement dated 9 June 2016 (as amended and
restated from time to time) between, among others, Investore (as borrower) and Westpac
New Zealand Limited as agent
First Interest Payment DateWednesday, 18 July 2018
GDLGeneral Distributors Limited, a subsidiary of Progressive Enterprises Limited, which is an
ultimate subsidiary of Woolworths Group Limited
General Security DeedThe general security deed dated 9 June 2016 as amended and restated on 2 March 2018
between Investore and the Security Trustee
Inland Revenue The New Zealand Inland Revenue Department
Interest Payment DatesQuarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that day is
not a Business Day, the next Business Day) until and including the Maturity Date, with the First
Interest Payment Date being 18 July 2018
Interest Rate The rate of interest per annum payable on the Principal Amount of the Bonds as announced
by Investore through NZX on the Rate Set Date
InvestoreInvestore Property Limited
Issue DateWednesday, 18 April 2018
Issue MarginThe margin determined by Investore in conjunction with the Joint Lead Managers following a
bookbuild for the Offer
Joint Lead Managers ANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr Limited and Westpac
Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand branch)
Investore Property Limited Product Disclosure StatementInvestore Property Limited Product Disclosure Statement3536
Glossary
large format retailInvestore defines large format retail as being:
• properties that have a single tenant or limited number of tenants and generally no more
than 15 specialty tenants. The Anchor Tenant or tenants will occupy more than 50% of the
net lettable area of the property and provide more than 50% of the rental income, which
ensures the majority of income is contracted with nationally recognised retail companies;
• building improvements are typically large, free-standing, rectangular, generally single-floor
structures built on a concrete slab. Building improvements are straight-forward with limited
indoor common areas and public amenities thus minimising maintenance and capital
expenditure requirements;
• the properties are well serviced by car parking facilities, with most customers expected to
access the property by car;
• Anchor Tenants’ net lettable area is typically in excess of 2,000 sqm. Specialty tenants are
typically in excess of 150 sqm, although in some limited cases may be 60 sqm or less;
• uses include, but are not limited to, grocery, bulky goods retailing, factory outlets, retail and
trade hardware, general merchandise and convenience retailing;
• most leases are structured as Net Leases;
• it includes property or land that is able to be converted into large format retail real estate
through asset management activities, such as change of use, leasing, development and
redevelopment initiatives; and
• it includes property or land that is located adjacent or adjoining to existing assets, that
provides the opportunity for future redevelopment and improved returns to existing large
format retail properties
The Anchor Tenant or tenants will typically occupy more than 90% of the net lettable area of
the property and provide 90–100% of the rental income
Listing Rules The listing rules applying to the NZX Debt Market, as amended from time to time
Loan to Value Ratio The undertaking in clause 11.3 of the Trust Deed under which Investore agrees to ensure
that the total principal amount of all outstanding borrowed money secured by the Mortgages
and the General Security Deed is not more than 65% of the total value of all Mortgaged
Properties (including, in respect of any development, capital expenditure incurred during the
development phase since the date of the most recent valuation)
13. Glossary / Continued
Glossary
Major Bond Default EventThe following Events of Default:
• A failure by Investore to make a payment due in respect of the Bonds;
• A breach of the Loan to Value Ratio which is not remedied within (approximately) 13
months of that breach being disclosed to the Supervisor in a compliance certificate; or
• Indebtedness of more than $10 million in respect of other borrowed money of Investore is
not paid when due (or within any applicable grace period), or is called up as a result of a
default, or commitment for such indebtedness is cancelled
Management AgreementThe management agreement dated 10 June 2016, under which Investore has appointed
SIML as the exclusive provider to Investore of ongoing management services
Manager or SIMLStride Investment Management Limited
Maturity Date Thursday, 18 April 2024
MortgagesFirst ranking mortgages given by Investore to the Security Trustee
Mortgaged Properties The properties subject to the Mortgages from time to time. All 40 properties expected to
be owned by Investore on the Issue Date will be Mortgaged Properties
Net LeaseA lease where the tenant is responsible for the property's operating expenses (rates,
utilities and insurance), and the landlord is responsible for the maintenance of the building
structure, building services and grounds maintenance
NZXNZX Limited
NZX Debt Market The debt security market operated by NZX
NZX FirmAny company, firm, organisation or corporation designated or approved as a Primary
Market Participant (as defined in the Listing Rules) from time to time by NZX
NZX Main Board The main registered market for trading equity securities operated by NZX
Offer The offer of Bonds made by Investore under this PDS
Offer RegisterThe online register maintained by the Companies Office and the Registrar
of Financial Service Providers known as "Disclose" and accessible online at
www.companiesoffice.govt.nz/disclose, offer number (OFR12328)
Investore Property Limited Product Disclosure Statement37
Glossary
Opening Date Wednesday, 21 March 2018
Organising ParticipantWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch)
PDS This product disclosure statement
Principal Amount $1.00 per Bond
Rate Set Date Tuesday, 20 March 2018
Securities RegistrarComputershare Investor Services Limited
Security Trust Deed The Security Trust Deed dated 9 June 2016 as amended and restated on 2 March 2018
made between, among others, Investore (as borrower) and New Zealand Permanent
Trustees Limited (as original Security Trustee), a copy of which is available on the
Offer Register
Security Trustee New Zealand Permanent Trustees Limited or such other person as may hold office as
security trustee under the Security Trust Deed from time to time
Series Supplement The Series Supplement dated 2 March 2018 between Investore and the Supervisor setting
the terms and conditions of the Bonds (as amended or supplemented from time to time), a
copy of which is available on the Offer Register
Special ResolutionA resolution passed with the support of Bondholders holding not less than 75% of the
aggregate Principal Amount of Bonds held by those persons voting
StrideStride Property Limited
Supervisor Public Trust or such other supervisor as may hold office as supervisor under the Trust
Deed from time to time
Swap RateThe mid-market swap rate for an interest rate swap from the Issue Date to the Maturity
Date, as calculated by Investore in conjunction with the Arranger on the Rate Set Date
Trust Deed The Master Trust Deed dated 2 March 2018 between Investore and the Supervisor
pursuant to which certain bonds, including the Bonds, may be issued (as amended or
supplemented from time to time), a copy of which is available on the Offer Register, and,
where the context requires, includes the Series Supplement
WA LTWeighted average lease term
13. Glossary / Continued
---
Investore Property Limited
Retail Bond Presentation
5 March 2018
Arranger & Joint
Lead Manager
Joint Lead
Managers
Investore Property Limited –Retail Bond Presentation
Disclaimer
2
This presentation has been prepared by Investore Property Limited (Investore) in relation to the offer of senior
secured fixed rate bonds described in this presentation (Bonds). Investore has lodged a Product Disclosure
Statement dated 5March 2018 (PDS) with the Registrar of Financial Service Providers in New Zealand
(Registrar) and made available the information on the register of offers of financial products administered by the
Registrar (Register Entry) (the PDS and the Register Entry, together the Offer Materials) in respect of the offer
of Bonds (Offer). Investore is undertaking the Offer in accordance with the simplified disclosure offer regime set
out in regulation 49G of the Financial Markets Conduct Regulations 2014, which provides that the Offer
Materials are not required to contain certain information. The Offer Materials contain details of the Offer and
other material information in relation to the Offer and should be read before any investment decision is made.
Investore is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited
for the purposes of that information being made available to participants in the market (which can be found by
visiting www.nzx.com/companies/IPL). You should also read those NZX announcements. Capitalised terms
used in this presentation but not defined bear the meaning given to that term in the PDS.
A copy of the PDS is available through www.companiesoffice.govt.nz/disclose(OFR12328) or by contacting the
Joint Lead Managers. No applications will be accepted or money received unless the applicant has been given
the PDS.
This presentation has been prepared solely for informational purposes and does not purport to be complete or
comprehensive and does not constitute financial product, investment, tax or other advice, nor does it constitute
a recommendation from Investore, Stride Investment Management Limited (SIML), the Supervisor, the Arranger,
the Joint Lead Managers, or any of their respective shareholders, directors, officers, employees, affiliates,
agents or advisers to subscribe for or purchase the Bonds. This presentation does not take into account your
personal objectives, financial situation or needs and you should consult your financial and other advisors before
any investment decision is made. This presentation is not and should not be construed as an offer to sell or a
solicitation of an offer to buy Bonds and may not be relied upon in connection with any purchase of Investore
securities. It shall not form the basis of or be relied on by you to make an investment decision, nor shall this
presentation or any information communicated in it, form the basis of any contract or commitment to purchase or
transfer any securities.
None of the Supervisor, the Arranger, the Joint Lead Managers, or their related companies and affiliates
including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or
advisers, as the case may be (Specified Persons), have independently verified or will verify any of the content of
this presentation and none of them are under any obligation to you if they become aware of any change to or
inaccuracy in the information in this presentation.
Past performance information provided in this presentation may not be a reliable indication of future
performance. Any estimates, projections, targets, opinions or forecasts contained in this presentation are, and
will continue to be, based on a number of assumptions and subject to uncertainties and contingencies, most of
which are outside of Investore's control. No representation or warranty, express or implied, is made as to the
accuracy, reliability, completeness, correctness or currency of the information, statements, estimates,
projections, targets, opinions or forecasts, or as to the reasonableness of any assumptions any of which may
change without notice to you, contained in this presentation. The valuations, forecasts, estimates, opinions and
projections contained herein involve elements of subjective judgment and analysis. Any opinions expressed in
this material are subject to change without notice and may differ or be contrary to opinions expressed by other
parties associated with Investore as a result of using different assumptions and criteria.
This presentation may contain certain forward-looking statements with respect to the financial condition, results
of operations and business of Investore. Forward-looking statements can generally be identified by use of words
such as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will'or
similar expressions. All such forward-looking statements involve known and unknown risks, significant
uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Investore,
which may cause the actual results or performance of Investore to be materially different from any future results
or performance expressed or implied by such forward-looking statements. Such forward-looking statements
speak only as of the date of this presentation. Investore undertakes no obligation to update these forward-
looking statements for events or circumstances that occur subsequent to the date of this presentation or to
update or keep current any of the information contained herein. Any estimates or projections as to events that
may occur in the future (including projections of revenue, expense, net income and performance) are based
upon the best judgement of Investore from the information available as of the date of this presentation. Actual
results may vary from the projections and such variations may be material. You are cautioned not to place
undue reliance on forward-looking statements.
The distribution of this presentation, and the offer or sale of the Bonds, may be restricted by law in certain
jurisdictions. Persons who receive this presentation outside New Zealand must inform themselves about and
observe all such restrictions. Nothing in this presentation is to be construed as authorising its distribution, or the
offer or sale of the Bonds, in any jurisdiction other than New Zealand and Investore accepts no liability in that
regard. The Bonds may not be offered or sold directly, indirectly, and neither this presentation nor any other
offering material may be distributed or published, in any jurisdiction except under circumstances that will result in
compliance with any applicable law or regulations.
Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the
requirements of NZX relating thereto that can be complied with on or before the date of this presentation have
been duly complied with. However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in this presentation. NZX is a licensed market operator and the NZX Debt
Market is a licensed market, each regulated under the Financial Markets Conduct Act 2013.
For purposes of this notice, 'presentation' shall mean the slides, any oral presentation of the slides by Investore,
any question-and-answer session that follows that oral presentation, hard copies of this document and any
materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and
are subject to change without notice.
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions
and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read
and agree to comply with the contents of this Disclaimer; (ii) you are permitted under applicable laws and
regulations to receive the information contained in this presentation; (iii) you will base any investment decision
solely on the Offer Materials; and (iv) you agree that this presentation may not be reproduced in any form or
further distributed to any other person, passed on, directly or indirectly, to any other person or published, in
whole or in part, for any purpose.
Investore Property Limited –Retail Bond Presentation
Contents
Overviewof the Offer4
Business Summary5
Investment Portfolio9
Financial Overview13
Bond Offer17
Investment Highlights22
Bunnings Warehouse
446 Te Rapa Rd
Hamilton
Investore Property Limited –Retail Bond Presentation
•Investore is offering up to $75m (plus up to $25m in oversubscriptions) of senior secured fixed rate 6 year Bonds
•The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt, providing diversification of
funding sources and extending the tenor of Investore’s debt
•The Bonds will be secured by first ranking Mortgages granted by Investore over all of its properties as at the Issue Date and
by security interests over Investore’s other assets under a General Security Deed (subject to limited exceptions)
•The indicative Issue Margin and minimum Interest Rate on the Bonds will be announced on or about 12 March 2018. The
Interest Rate on the Bonds is expected to be set on 20 March 2018
•The Bonds are expected to be quoted on the NZX Debt Market on 19April 2018
4
Overview of the Offer
Business
Summary
Countdown
Browns Bay
Auckland
Investore Property Limited –Retail Bond Presentation
Overview and Credit Strengths
6
Investore Property Limited
•New Zealand’s only NZX listed
property company with an
investment focus on large format
retail property
•Total property portfolio of $738.3m
1
Managed by SIML
Stride Investment Management Limited
•Specialised real estate investment
management with proven capability
•Stapled with Stride PropertyLimited,
which holds a 19.9% cornerstone
shareholding in Investore
•$2.1bassets under management
•100+ employees
Strong management and
corporate governance
Dependable income
streams
Geographically diversified
portfolio
1
As at 30 September 2017, adjusted for material events since 30 September 2017, as described on page 10 of this presentation. TheWALT and occupancy rate are calculated as at the date of this
presentation, excluding thetwo properties subject to unconditional sale agreements referred to on page 10 of this presentation. Those sales are expectedtosettle prior to the Issue Date
Credit Strengths
•Long term leases –average
WALT of 13.1 years
1
•99.9% occupancy rate
1
•Nationally recognised, quality
tenants –Countdown, Bunnings,
PAK’nSAVE, Mitre 10, Animates
Investore Property Limited –Retail Bond Presentation
7
Strategy
Large format retail
•Large, free-standing, rectangular and generally single-floor structures
•Lower maintenance and capital expenditure requirements
•Anchor tenant or tenants typically occupy more than 90% of net lettable area and provide 90-100% of the rental income
•Uses include grocery, retail and trade hardware, general merchandise and convenience retailing
Portfolio management strategy
✓Acquiring additional properties adjoining existing Investore properties
✓Acquisitions which enhance geographical and/or tenant diversification
✓Maintaining balance sheet capacity with considered divestments
Nationally recognised
tenants
High occupancy
Long lease terms
Investore Property Limited –Retail Bond Presentation
8
Oct 15
Investore established by Stride with a specialised large format retail portfolio
Active Management
Nov 15 –Jun 16
Acquired 25 large format retail properties
Jul 16
Demerged from Stride, IPO, $185m capital raised
Jul 16 –Sep 16
Acquired 14 further large format retail properties
Feb 17
Animates Invercargill development completed
Jul 17 –Nov 17
Acquired Timaru properties, adjacent to existing property,
a future development opportunity
Feb 18
Acquired three Bunnings operated properties for $78.5m,
with 2.5% p.a. rental uplift for initial 12 year lease period
Mar 18
Settlement for sale of two properties for $32.6m
Sep 18
Mitre 10 Botany premises extension expected to be completed
Investment
Portfolio
The Warehouse
35 MacLaggan St
Dunedin
Investore Property Limited –Retail Bond Presentation
10
Portfolio Update
•Property acquisitions:Investore purchased four properties for an aggregate purchase price of $79.5m (of which $78.5m
was funded by debt)
•Property disposals:Investore agreed to sell two properties for an aggregate sales price of $32.6m (before disposal costs).
These agreements are unconditional and expected to be settled prior to the Issue Date. The net proceeds of those sales will
be used to repay a portion of Investore’s bank debt
•Expected revaluation movement:Investore has obtained preliminary valuations from independent valuers in connection
with the Offer. The preliminary valuations indicate that as at 31 March 2018 the property portfolio (excluding the two
properties subject to unconditional sale agreements) is expected to have a value of $738.3m, a net increase of 3.2%
compared to the total value of those properties as at 31 March 2017 and including those properties acquired during the
year
1
30 Sep 17
interim financial
statements
Property
acquisitions
Property
disposals
Expected
revaluation
movement
Adjusted
balances
Investment properties$662.7m+$79.5m-$29.3m+$25.5m$738.3m
Drawn debt$261.0m+$78.5m-$32.1mNo impact$307.4m
Loan to Value Ratio39.4%41.6%
Material events subsequent to 30 September 2017 interim reporting period:
1
These preliminary valuations have been reviewed and approved by the Board but remain subject to finalisation by the relevant issuing valuers and audit on or after 31 March 2018. Further details will be
released by Investore as part of its annual results announcement for the year ended 31 March 2018
Values in the above table may not sum accurately due to rounding
Investore Property Limited –Retail Bond Presentation
Portfolio Summary
1
Refer footnote 1, page 6. Tenant diversification is calculated as at the date of this presentation, excluding thetwo properties subject to unconditional sale agreements referred to on page 10 of this
presentation. Those sales are expected to settle prior to the Issue Date
Values in the above chart may not sum accurately due to rounding
Overview
As at
30 Sep 17Adjusted
1
Properties3940
Tenants7478
Net lettable area (sqm)174,702209,980
Occupancy rate (byarea)99.9%99.9%
WALT(years)13.813.1
Property valuations$662.7m$738.3m
Average property value$17.0m$18.5m
Portfolio lease expiry profile based on Contract Rental
1
Tenant diversification based on Contract Rental
1
11
General Distributors (Countdown)
72%
Bunnings
10%
Foodstuffs
6%
Specialty
6%
Mitre 10
3%
The Warehouse
3%
2.9%
1.1%
4.4%
2.0%
0.2%
0.7%
4.1%
0.3%
0.4%
3.2%
0.0%
18.9%
0.0%0.0%
25.2%
4.3%
32.1%
Investore Property Limited –Retail Bond Presentation
12
Geographic Diversification
Geographic diversification based on Contract Rental
1
Diversification improving with active management
•56% of Contract Rental from main centres vs 44%
from regional centres
1
•Development of regional assets such as
Invercargill Animates
•Further development opportunities at recently
acquired Timaru properties
Portfolio by location
1
1
Refer footnote 1, page 6. Geographic diversification is calculated as at the date of this presentation, excluding the two properties subject to unconditional sale agreements referred to on page 10 of this
presentation. Those sales are expected to settle prior to the Issue Date
Values in the above chart may not sum accurately due to rounding
Auckland
31%
Waikato
11%
Wellington
16%
Other North Island
19%
Christchurch
8%
Otago
7%
Other South Island
7%
Financial
Overview
Countdown
Browns Bay
Auckland
Investore Property Limited –Retail Bond Presentation
Financial Highlights
For the six months ended 30 September 2017
1
•Net rental income of $22.2m (FY17: $35.0m)
•Corporate expenses of $2.7m (FY17: $4.7m)
•Profit before other income and income tax of $13.6m
(FY17: $17.1m)
•Profit after income tax of $11.6m (FY17: $28.5m)
•Distributable profit
3
after income tax of $10.4m
(FY17: $17.6m)
•Annual cash dividend guidance of 7.46cps for FY18
1
Values for the six months ended 30 September 2017 are based on the unaudited numbers in the interim financial statements
2
Refer footnote 1, page 6
3
Distributable profit is a non-GAAP financial measure adopted by Investore to assist Investore and its investors in assessing Investore’s profit available for distribution. It is defined as profit/(loss) before
income tax adjusted for non-recurring and/or non-cash items (including non-recurring adjustments for incentives payable to anchor tenants for lease extensions) and current tax. Further information,
including the calculation of distributable profit and the adjustments to profit before income tax, is set out in note 5 to the interim financial statements for the six months ended 30 September 2017
Values in the above table may not sum accurately due to rounding
As at
30 Sep 17
Adjusted
2
Investment Properties$662.7m$738.3m
Total Assets$669.1m$744.8m
Bank Borrowings
($370m facility available)
($261.0m)($307.4m)
Total Liabilities($264.0m)($310.4m)
Equity$405.1m$434.3m
Loan to Value Ratio39.4%41.6%
14
Investore Property Limited –Retail Bond Presentation
Capital Management
1
Refer footnote 1, page 6
2
The unexpired leased term in a property or portfolio, assuming the property or portfolio is fully leased.
This is weighted by the income applicable to each lease and a current market rental with a nil term for
vacant space
Bank Debt
As at
30 Sep 17
Facility limit (ANZ, BNZ, CBA, Westpac)$370m
Facility drawn$307m
1
Weighted maturity of facility2.7 years
Weighted average hedging duration
(incl. forward starting swaps)
3.8 years
% of drawn debt hedged88%
2.0%
2.2%
2.4%
2.6%
2.8%
3.0%
3.2%
3.4%
3.6%
-
$50m
$100m
$150m
$200m
$250m
Sep 2017Sep 2018Sep 2019Sep 2020Sep 2021Sep 2022
Hedging profile as at 30 September 2017
Notional value of active swaps
Weighted average interest rate on active swaps (excl. margin and line fees)
15
Bank Covenants
As at
30 Sep 17
Adjusted
1
Loan to Value Ratio≤ 65%39.4%41.6%
Interest Cover Ratio ≥ 1.75x3.4x-
Weighted average
lease term
2
> 6.0
years
13.8
years
13.1
years
Investore Property Limited –Retail Bond Presentation
Offer Outcomes
•Net proceeds of the Offer will be used to repay and cancel a portion of Investore’s existing bank debt
✓Diversification of funding sources –32.5% of drawn debt from non-bank funding following the issue of the Bonds
✓Extended tenor -average tenor of debt extended to 3.5 years, following the issue of the Bonds
(from expected 2.1 years at the Issue Date)
16
1
Assumes $100m (including oversubscriptions of $25m) of Bonds are issued and $100m of existing banking facility is cancelled
$65m
$40m
$165m
$75m
$25m
$0m
$40m
$80m
$120m
$160m
$200m
Facilities
Debt maturity profile, post Issue Date
1
Bank LendingBondBond (Oversubscriptions)
Bond
Offer
Investore Property Limited –Retail Bond Presentation
Security
18
•The Bonds are secured by first ranking Mortgages granted by Investore over its properties and by security interests over
Investore’s other assets under a General Security Deed (subject to limited exceptions)
•As at 30 September 2017, assuming the Bonds had been issued at that time, liabilities that would have been secured by
the Mortgages and the General Security Deed (including the Bonds, bank facilities and hedging arrangements) were
approximately $261.4m
•All properties owned by Investore are Mortgaged Properties
•Security over the Mortgaged Properties is held by the Security Trustee (New Zealand Permanent Trustees Limited) for the
benefit of the beneficiaries under the Security Trust Deed, including the Supervisor, Bondholders, Investore’sbanking
syndicate and its agent and any other creditor that may become entitled to the benefit of the Mortgages
•There are restrictions on Investore granting further security, except in certain permitted instances
1
Refer footnote 1, page 6
Please see the PDS and Security Trust Deed for more information on security and covenants
Investore Property Limited –Retail Bond Presentation
Covenants and Default
19
•The Loan to Value Ratio under the Trust Deed limits the ability of Investore to borrow money which is secured by the
Mortgages and the General Security Deed to no more than 65% of the total value of the Mortgaged Properties (including, in
respect of any development, capital expenditure incurred during the development phase since the date of the most recent
valuation)
•The Board has set an internal maximum Loan to Value Ratio of 48%
•Investore will have approximately 13 months to remedy a breach of the Loan to Value Ratio covenant, reflecting:
•6 months to correct breach
•20 business day notice period
•Further 6 months to remedy before event of default occurs
•Other events of default include (not an exhaustive list):
•Failure to make payments on the Bonds
•Insolvency
•Cross-acceleration
•Investore may not make any distribution (which would include paying a dividend to Investore’s shareholders) if an event of
default is continuing or if it would result in an event of default
Investore Property Limited –Retail Bond Presentation
Key Terms of the Offer
20
1
Refer to section 5 of the PDS for more details
SummaryDetail
IssuerInvestore Property Limited
Descriptionof the Bonds Senior secured, fixed rate bonds
Security
The Bonds are secured by first ranking Mortgages granted by Investore over the Mortgaged Properties and by security interestsover
Investore’s other assets under a General Security Deed (subject to limited exceptions)
Tenor & Maturity Date6 years, maturing 18 April 2024
Offer AmountUp to $75m (with the ability to accept oversubscriptions of up to $25m at Investore’s discretion)
Interest Rate
To be determined by Investore in conjunction with the Arranger following a bookbuild, and announced via NZX on or about the RateSet
Date
The Interest Rate will be equal to the sum of the Swap Rate and the Issue Margin but in any case will be no less than the minimum
Interest Rate announced by Investore via NZX on or about 12 March 2018
Indicative Issue MarginTo be announced on or about 12 March 2018
Interest Payments Quarterly in arrear in equal paymentson 18 January, 18 April, 18 July and 18 October each year until the Maturity Date
Bond Financial Covenant
(Loan to Value Ratio)
The total principal amount of all outstanding borrowed money secured by the Mortgages and the General Security Deed is not more than
65% of the total value of all Mortgaged Properties owned by Investore (including, in respect of any development, capital expenditure
incurred during the development phase since the date of the most recent valuation)
1
Purpose
The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt. The Offer will provide diversification of
funding sources and extend the tenor of Investore’s debt
Minimum Application Amount $5,000 and multiples of $1,000 thereafter
Brokerage 0.50% brokerage plus 0.50% on firm allocations paid by Investore
Early Bird Interest Payable at the Interest Rate on accepted applications, paid within 5 business days of the Issue Date
QuotationIt is expected that the Bonds will be quoted onthe NZX Debt Market under the ticker code IPL010
Credit Rating Investore and the Bonds are unrated
Full details of the Offer are contained in the PDS
Investore Property Limited –Retail Bond Presentation
Key Dates of the Offer
21
Key eventDate
PDS lodged
Monday, 5 March 2018
Firm bids due
10:30am, Tuesday, 20 March 2018
Interest Rate set / Bookbuildcloses
Tuesday, 20 March 2018
Offer opens
Wednesday, 21 March 2018
Offer closes
5:00pm, Thursday, 12 April 2018
Issue Date
Wednesday, 18 April 2018
Expected date of initialquotation on the NZX Debt Market
Thursday,19 April 2018
Interest Payment Dates
18 January, 18 April, 18 July, 18 October
First Interest PaymentDate
Wednesday, 18 July 2018
Maturity Date
Thursday, 18 April 2024
Investore Property Limited –Retail Bond Presentation
Investment Highlights
22
1
Refer footnote 1, page 6
Nationally recognised quality tenants
Long term leases –average WALT of 13.1years
1
High occupancy rate -99.9%
1
Strong management and corporate governance
NZX listed with focus on large format retail property
Dependable income streams
Geographically diversified portfolio totalling $738.3m
1
Q&A
Appendices
Investore Property Limited –Retail Bond Presentation
25
Board of Directors
Mike Allen
Chairman & Independent Director
Kate Healy
Independent Director
Tim Storey
Director SIML Nominee
John Harvey
Director SIML Nominee
•Extensive experience in
investment banking in New
Zealand and United Kingdom
•A Director of:
•Coats Group PLC
•Godfrey Hirst Australia
•China Construction Bank
(New Zealand)
•Tainui Group Holdings
•Previously Partner, Minter Ellison
Rudd Watts, specialising in
commercial property and
property finance
•Member, Institute of Directors
in New Zealand
•Member, Australian Institute of
Company Directors
•More than 30 years’ experience
as a company director and
commercial lawyer, retiring from
the Bell Gully partnership in 2006
•Member, Institute of Directors
in New Zealand
•Director & Chair, JustKapital
Limited, plus other private
companies
•Director & Chair, SIML,
the Manager of Investore
•Over 35 years’ experience as a
Chartered Accountant
•Retired in 2009 after 23 years as
a partner, PwC
•Chartered Fellow, Institute of
Directors in New Zealand
•Chairman, New Zealand Opera
•A Director of:
•SIML
•Kathmandu Holdings
•Heartland Bank
Investore Property Limited –Retail Bond Presentation
Management Team
26
Philip Littlewood
Chief Executive Officer
•17 years’ experience in
investment property
management
•Prior experience includes
working in Morgan
Stanley’s real estate
merchant banking division
in the UK and a partnership
in a large private-equity
real estate firm
•MBA, Imperial College
London
Jennifer Whooley
Chief Financial Officer
•25+ years’ experience
in the property industry
•Previously Chief
Accountant for Fletcher
Property
•Chartered Accountant
(CA), Chartered
Accountants Australia
and New Zealand
Louise Hill
General Manager Corporate Services
•20+ years’ legal
experience, with 6 years
experience in the
construction industry
•Previously Head of Legal
for Fletcher Building and
Head of Commercial
Risk & Governance at
Fletcher Construction
•Previously Senior
Associate at Bell Gully
Andrew Hay
General Manager Commercial & Industrial
•20+ years’ property
industry experience
•MBA, Victoria University
•Former Wellington
Branch President of the
Property Council
Roy Stansfield
General Manager Shopping Centres
•25+ years’ experience
in the retail shopping
centre industry
•Prior experience
includes property
accountancy, centre
management and retail
leasing
•Previously head of
leasing at Kiwi Property
Mark Luker
General Manager Development
•25+ years’ retail and
commercial property
development experience
•Formerly General
Manager Development,
Kiwi Property and
General Manager,
Lendlease Retail
Projects
---
Indicative
Terms
Sheet
Up to $75,000,000 Senior Secured Fixed Rate
Bonds (plus up to $25,000,000 oversubscriptions)
Dated 5 March 2018
Joint Lead Managers
Investore Property Limited
Investore Property Limited Indicative terms sheet2
Indicative terms sheet
IssuerInvestore Property Limited (“Investore” or the “Issuer”)
InstrumentSenior secured, fixed rate bonds (“Bonds”)
Security The Bonds are secured by first ranking mortgages (the “Mortgages”) granted by Investore
over its properties (the “Mortgaged Properties”) and by security interests over Investore’s
other assets under the General Security Deed (subject to limited exceptions)
The Security Trustee holds the Mortgages and the General Security Deed for all creditors
entitled to their benefit, which currently includes (in addition to the Supervisor and the
Bondholders) Investore’s banking syndicate and its agent, on an equal ranking basis
Financial Covenant Investore agrees to ensure that the total principal amount of all outstanding borrowed money
secured by the Mortgages and the General Security Deed is not more than 65% of the
total value of all Mortgaged Properties (including, in respect of any development, capital
expenditure incurred during the development phase since the date of the most recent
valuation) (the “Loan to Value Ratio”)
A breach of the Loan to Value Ratio which is not remedied within (approximately) 13 months
of that breach being disclosed to the Supervisor in a compliance certificate will be an Event of
Default. Refer to the PDS and the Trust Deed for more detail on the covenants
PurposeThe net proceeds of the offer will be used to repay a portion of existing bank debt. The offer
will also provide diversification of funding sources and extend the tenor of Investore’s debt
No Credit RatingThe Bonds will not be rated
Offer AmountUp to $75 million (with the ability to accept oversubscriptions of up to $25 million at
Investore’s discretion)
No Public Pool All Bonds, including any oversubscriptions, have been reserved for subscription by clients of
the Joint Lead Managers, NZX Firms and other approved financial intermediaries invited to
participate in the bookbuild
Issue Price$1.00 per Bond, being the Principal Amount of each Bond
This terms sheet should be read together with the Product Disclosure Statement (“PDS”)
dated 5 March 2018 and the additional information contained on the Offer Register for
the offer of senior secured, fixed rate 6 year bonds by Investore Property Limited, which
is available at www.investoreproperty.co.nz/bondoffer and can also be obtained from the
Joint Lead Managers or your usual financial adviser. Investors must obtain and read a
copy of the PDS before they apply for Bonds.
Capitalised terms used but not defined in the Terms Sheet have the meaning given to
them in the PDS.
for an offer of up to $75,000,000 senior secured, fixed rate
6 year bonds (plus up to $25,000,000 oversubscriptions)
Investore Property Limited Indicative terms sheet3
Indicative terms sheet / cont.
Interest RateTo be determined by Investore in conjunction with the Arranger following a bookbuild,
and announced via NZX on or about the Rate Set Date
The Interest Rate will be equal to the sum of the Swap Rate and the Issue Margin but in any
case will be no less than the minimum Interest Rate announced by Investore via NZX on or
about 12 March 2018
Indicative Issue MarginThe Issuer expects to announce an indicative Issue Margin via NZX on or about 12 March 2018
Issue MarginTo be determined by Investore in conjunction with the Joint Lead Managers following a
bookbuild, and announced via NZX on or about the Rate Set Date
Swap RateThe mid-market swap rate for an interest rate swap from the Issue Date to the Maturity Date,
as calculated by Investore in conjunction with the Arranger on the Rate Set Date
Interest Payment DatesQuarterly in arrear on 18 January, 18 April, 18 July and 18 October each year (or if that
scheduled day is not a Business Day, the next Business Day) until and including the Maturity
Date, with the First Interest Payment Date being 18 July 2018
Early Bird InterestInvestore will pay interest calculated on a daily basis at the Interest Rate on application money,
in respect of accepted applications, from (and including) the date that application money is
received into the bank account for the offer to (but excluding) the Issue Date. Early bird interest
will be paid (less any withholding tax required to be deducted) as soon as practicable and,
in any event, within five Business Days of the Issue Date
Record Date5.00pm on the date that is 10 days before the relevant scheduled Interest Payment Date or,
if that is not a Business Day, the immediately preceding Business Day
Distribution StopperInvestore is not permitted to make any distribution such as declaring a dividend to Investore
shareholders, if an Event of Default is continuing or if it would result in an Event of Default.
Full details of the Events of Default are set out in the Trust Deed
Brokerage0.50% brokerage plus 0.50% on firm allocations paid by Investore
ISINNZIPLDT001C3
QuotationApplication has been made to NZX Limited (“NZX”) for permission to quote the Bonds on
the NZX Debt Market and all the requirements of NZX relating to that quotation that can be
complied with on or before the date of distribution of this Terms Sheet have been complied
with. However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in this Terms Sheet. NZX is a licensed market operator, and
the NZX Debt Market is a licensed market, under the Financial Markets Conduct Act 2013
Ticker code IPL010 has been reserved for the Bonds
Investore Property Limited Indicative terms sheet4
Minimum Application Amount
and Denominations
$5,000 and multiples of $1,000 thereafter
Governing LawNew Zealand
Arranger and Organising ParticipantWestpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) (“Westpac”)
Joint Lead ManagersANZ Bank New Zealand Limited, Deutsche Craigs Limited, Forsyth Barr Limited and Westpac
SupervisorPublic Trust
Security TrusteeNew Zealand Permanent Trustees Limited
Securities RegistrarComputershare Investor Services Limited
Selling RestrictionsInvestore does not intend that the Bonds be offered for sale, and no action has been taken or
will be taken to permit a public offering of Bonds, in any jurisdiction other than New Zealand
The Bonds may only be offered for sale or sold in conformity with all applicable laws and
regulations in any jurisdiction in which it is offered, sold or delivered. This Indicative Term Sheet
may not be published, delivered or distributed in or from any country other than New Zealand
By subscribing for or otherwise acquiring any Bonds, each Bondholder agrees to indemnify,
among others, the Issuer, the Manager, the Supervisor and the Joint Lead Managers for any
loss suffered as a result of any breach by the Bondholder of these selling restrictions
DocumentationThe terms of the Bonds, and other terms key to the offer of the Bonds, are set out in:
• The Product Disclosure Statement dated 5 March 2018 for the offer of the Bonds;
• The Master Trust Deed, as supplemented by the Series Supplement, each dated 2 March
2018 between Investore and the Supervisor (“Trust Deed”); and
• The Security Trust Deed dated 9 June 2016 as amended and restated on 2 March 2018
made between (among others) Investore and New Zealand Permanent Trustees Limited
You should read these documents. Copies may be obtained from the Offer Register at
www.companiesoffice.govt.nz/disclose (OFR12328). Bondholders are bound by, and are
deemed to have notice of, the Trust Deed
Indicative terms sheet / cont.
Investore Property Limited Indicative terms sheet5
Minimum Interest Rate and
Indicative Issue Margin announced
Monday, 12 March 2018
Bookbuild Date10:30am, Tuesday, 20 March 2018
Rate Set Date Tuesday, 20 March 2018
Opening DateWednesday, 21 March 2018
Closing Date5:00pm, Thursday, 12 April 2018
Issue DateWednesday, 18 April 2018
Expected Date of Initial Quotation Thursday, 19 April 2018
First Interest Payment DateWednesday, 18 July 2018
Maturity DateThursday, 18 April 2024
Important dates
The dates set out in this Terms Sheet are indicative only and subject to change. The Issuer may vary the timetable in its absolute
discretion and without notice. Any such changes will not affect the validity of any applications received. The Issuer reserves
the right to cancel the Bond offer, in which case all application monies received will be refunded (without interest) as soon as
practicable and, in any event, within five Business Days of the cancellation.
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.