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Investore Property Limited – FY18 Annual Results

Full Year Results28 May 2018IPLReal Estate

IMMEDIATE – 28 MAY 2018















































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ANNUAL REPORT
2018

CONTENTS
HIGHLIGHTS 2

RESULTS OVERVIEW 5

STRATEGY 6

CHAIRMAN’S REPORT 8

BOARD OF DIRECTORS 10

MANAGER’S REPORT 12

PORTFOLIO OVERVIEW 16

PORTFOLIO 2018 22

FINANCIAL STATEMENTS 25


CORPORATE GOVERNANCE 58

STATUTORY DISCLOSURES 75

CORPORATE DIRECTORY 80

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
2

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

32

On FY17

1.

Forecasts contained within the Product Disclosure Statement issued by Investore Property Limited (Investore) on 10 June 2016 and associated information published in the

online register maintained by the Companies Office and the Registrar of Financial Service Providers on 10 June 2016 in connection with the initial public offering (IPO).

2.

Distributable profit is a non-GAAP measure and consists of net 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 net profit before income tax, is set out in note 6 to the financial statements on page 34.

3.

Weighted Average Lease Term (WALT).

Cash dividend for FY18

Sold 2 properties for $32.6m,

11.3% above book value

Mitre 10 Botany, Auckland

extension commenced

subsequent to balance date

$20.5m

Distributable profit

2

after

current income tax

$46.2m

Profit after income tax

Up$ 17. 7 m

On FY17On forecast

On forecast

1

$10 0 m

Bond issue subsequent to balance

date — provides diversity of funding

sources and extends debt tenor

Average debt term after issue of bonds

FINANCIAL RESULTS

PORTFOLIO MANAGEMENT INITIATIVES

CAPITAL MANAGEMENT

GOVERNANCE

WA LT

3

$738.3m

Portfolio valuation

Acquired 3 Bunnings

properties for $78.5m

Providing tenant diversification of income

Acquired 2 Timaru properties

Adjacent to existing property for future development

Majority Independent Directors

Gráinne Troute appointed 19 April 2018 as third Independent Director

As at 31 March 2018

7.46cps

3.5 yrs

PORTFOLIO CHARACTERISTICS

Up$27m

Up$2.9mUp

$0.1m

13.1 yrs

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
5

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

4

RESULTS OVERVIEW

2018

Audited

($m)

2018

Forecast

($m)


Change

($m)


Change

(%)

Net rental income

44.544.0+0.6+1.4%

Profit before net finance expenses, other

income/(expenses) and income tax

38.738.4+0.3+0.7%

Net finance expenses

(11.9)(12.7)+0.7+5.7%

Profit before other income/(expenses) and income tax

26.825.8+1.0+3.9%

Other income/(expenses)

1

26.1(0.6)+26.6+4,586.7%

Profit before income tax

52.925.2+27.6+109.7%

Income tax expense

(6.7)(6.0)(0.7)(10.9%)

Profit after income tax attributable to shareholders

46.219.2+27.0+140.7%

Basic earnings per share - weighted

17.64 cps7.0 - 7.3 cps

Distributable profit before current income tax

26.025.4+0.6+2.5%

Distributable profit after current income tax

20.520.4+0.1+0.6%

Property values

738.3648.5

+

89.8

+

13.8%

Bank debt drawn

307.4270.3(37.1)(13.7%)

Bank loan to value ratio

41.6%41.7%

+

0.1%

Net tangible asset (NTA) per share

$1.64$1.41 - $1.47

1.

Other income/(expenses) includes net change in fair value of investment properties; 2018 Actual $23.1m and 2018 Forecast ($0.6m). The 2018 Actual also includes

gain on disposal of investment properties of $2.9m. The 2018 Forecast had assumed no increase in the portfolio value and no property disposals.

Note: Values in the table above are calculated based on the audited numbers in the financial statements for 2018 and the forecast numbers contained in the Product

Disclosure Statement issued by Investore Property Limited (Investore) on 10 June 2016 and associated information published on the online register maintained by the

Companies Office and the Registrar of Financial Service Providers on 10 June 2016 in connection with Investore’s initial public offering (IPO) and may not sum accurately

due to rounding.

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
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INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

6

Investore’s strength is this singular

focus — it is the only NZX listed

company concentrated on

large format retail property

Investore’s strategy is to invest in quality,

large format retail properties throughout

New Zealand, and actively manage

shareholders’ capital, to maximise

distributions and total returns

over the medium to long term

The future strategy of

Investore is:

STR ATEGY

Due to Investore’s focus on large format

retail property, the key characteristics of

its portfolio are:

Countdown, The Warehouse,

Mitre 10, Bunnings, Animates

Selective acquisitions which

enhance geographical and/or

tenant diversification, and

considered divestments to

maintain balance sheet capacity

Tenants target largely

non-discretionary retail spend

areas, such as grocery, retail and

trade hardware, and general

merchandise

Weighted average lease term

(WALT) of 13.1 years at

31 March 2018

Acquisition of properties adjacent

to existing Investore properties

to allow opportunities for future

development, or development

of existing properties at a

tenant’s request

99.9% occupied at 31 March 2018

Continued focus on owning

properties that have key

characteristics of long lease

terms, nationally recognised

and quality tenants, and have

a high occupancy rate

Anchor tenants typically occupy

more than 90% of net lettable

area and provide 90 – 100% of

rental income

LONG LEASE TERMSHIGH OCCUPANCY RATENATIONALLY RECOGNISED

QUALITY TENANTS

Providing dependable

income streams

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
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INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

CHAIRMAN’S REPORT

On behalf of the Board of Directors, I am

pleased to present the Annual Report of

Investore Property Limited (Investore) for

the year to 31 March 2018. During the

year Investore successfully completed its

foundational activities and achieved pleasing

results. FY18 was the first complete financial

year for Investore since it listed on the NZX

Main Board securities market on 12 July 2016

and also brings to an end the forecast period

for the company. The Board is pleased to

report that the company outperformed the

forecasts


prepared for the IPO.

During the last year, your Board worked

hard to execute the remaining aspects of

its foundational strategic work programme

and position Investore for the next phase

of its development. Our focus is on the

creation of shareholder value through

continued, considered expansion and capital

management. Investore is well placed for

expansion, which will be delivered through

enhancing our existing portfolio by acquiring

or developing properties adjacent to sites

currently owned, or by targeted acquisitions.

The Board will also consider divestments that

ensure the key portfolio characteristics that

underpin Investore’s strategy are maintained.

The Board strongly believes in Investore’s

unique position in the NZX listed property

market, which sets it apart from others

because of its focus on investing in standalone

large format retail property. This sector

provides some attractive and differentiating

investment characteristics for shareholders:

• Long term leases – Investore’s average

weighted lease term for the portfolio as

at 31 March 2018 is 13.1 years, with

81% of rentals (by Contract Rental

2

)

not expiring until FY29 or later;

• A high and sustainable occupancy rate –

Investore’s occupancy rate is 99.9% as

at 31 March 2018; and

• The major tenants are nationally recognised

retailers with significant and long

established businesses in New Zealand.

Investore is managed by Stride Investment

Management Limited (SIML), which has

an experienced management team that

provides a full range of real estate investment

management services. Under the direction of

the Board, SIML has undertaken a number

of initiatives during the year which positions

Investore well for the future.

PROACTIVE CAPITAL MANAGEMENT

The Board has had a particular focus on

capital management during the year in review.

As shareholders will be aware, on 5 March

2018 the company announced an offer of

$75 million of senior secured fixed rate bonds,

with the ability to accept oversubscriptions

of up to $25 million. The offer was very

successful and positively received by the

market, with $100 million of bonds being

issued on 18 April 2018. We would like to

take this opportunity to thank bondholders

for their vote of confidence in Investore,

through their investment.

These bonds mature on 18 April 2024,

extending the overall tenor of the company’s

funding facilities (comprising bank debt and

bonds) to 3.5 years as at 18 April 2018, being

the issue date of the bonds. The average tenor

of funding at 18 April 2018 if the bonds had

not been issued would have been 2.1 years.

The longer tenor aligns with the Investore

business, which has a long weighted average

lease term of 13.1 years as at 31 March 2018.

The bonds also provide important diversification

of funding sources for Investore. The proceeds

of the bond offer were used to repay a portion

of Investore’s existing bank debt.

Investore has had a very active year

in which performance exceeded the

forecasts

1

for the IPO and a year in which

we completed Investore’s foundational

strategy, positioning Investore for the

next phase of its operations

The Board continues to take a conservative

position on interest rate risk, with 75% of

Investore’s drawn debt having a fixed

interest rate at balance date. After taking

the recent bond issuance into account,

this ratio increases to above 95% in one

year’s time, 80% in two years’ and 70%

in three years’ time.

The Board has also been considering the

company’s loan to value ratio, to ensure that

the company is well placed for any changes

in debt markets. At the time of listing, the

Board set a target loan to value ratio of

approximately 48%. The Board has reviewed

this target and has set a policy of a maximum

48% loan to value ratio. This is a subtle but

important change which means that the

Board is no longer actively seeking to meet

a 48% loan to value ratio but now considers

this as a maximum. The bank and bond

covenants require the loan to value ratio to

be no more than 65%, so the Board is taking

a conservative approach of setting an internal

maximum which is lower than that required

by the bank or bond covenants.

Investore’s loan to value ratio as at

31 March 2018 was 41.6%, well within

the Board’s stated maximum of 48%.

FINANCIAL PERFORMANCE

For the year ended 31 March 2018, the

profit after income tax of $46.2 million

was significantly higher than the forecast

prepared for the IPO ($27 million higher

than the forecast profit after income

tax of $19.2 million).

In total $4.9 million of fees were incurred

to SIML, the manager, for FY18, which is

$0.4 million higher than the forecast and

reflects the activity by SIML in managing the

disposals and bond initiatives. These fees

equate to 0.66% of the value of Investore’s

assets under management at 31 March 2018.

For the fourth quarter of FY18, the Board

has approved a cash dividend of 1.88 cents

per share, taking the full year’s cash dividend

to 7.46 cents per share, consistent with

previous guidance.

On 19 April 2018 we announced the

appointment of Gráinne Troute as an

Independent Director to Investore’s Board.

Shareholders will recall the amendment

made to the constitution of Investore, as

approved by shareholders at the 2017

Annual Shareholder Meeting, to increase

the independent representation of the

Board for the benefit of shareholders and

the company.

Gráinne brings extensive experience in

retail and property, through her roles as

an executive and as a director. With the

appointment of Gráinne Troute, the Board

comprises three independent Directors and

two SIML-appointed Directors. I welcome

Gráinne to the Board, and know she will

serve shareholders well.

OUTLOOK

The Board confirms an annual cash

dividend guidance of 7.46 cents per share

to shareholders for the 2019 financial year.

The Board considers that Investore’s

current portfolio provides an excellent

basis for considered growth. We have an

exceptionally stable underlying portfolio,

which puts Investore in a great position

to maintain predictable income streams

and gives us the ability to consider growth

opportunities.

On behalf of the Board, I would like to

thank our investors, both shareholders

and bondholders, for their ongoing

support of Investore.

Acquisition of three Bunnings

operated properties — the Board was

very pleased with the overwhelming

support shown by shareholders

for the acquisition of the Bunnings

properties from Stride Property

Limited, with 99.9% of votes cast

in favour of the acquisition

Disposal of two properties in

Christchurch and Queenstown for

11.3% above combined book value

Acquisition of two properties in

Timaru which are adjacent to

Investore’s existing Countdown

property, providing the opportunity

for future development of these sites

to complement Countdown

Up to $100 million senior secured

fixed rate bond offer announced

on 5 March 2018

MIKE ALLEN

Chairman,

Independent Director

F Y18 AC TIVIT Y

AT A GLANCE

1.

Forecasts contained within the Product Disclosure Statement issued by Investore Property Limited (Investore) on 10 June 2016 and associated information published on the online

register maintained by the Companies Office and the Registrar of Financial Service Providers on 10 June 2016 in connection with the initial public offering (IPO).

2.

Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant to Investore under the terms of the relevant lease as at 31 March 2018,

annualised for the 12 month period on the basis of the occupancy level for the relevant property as at 31 March 2018, and assuming no default by the tenant.

DEAR SHAREHOLDER,

GOVERNANCE — ADDITIONAL

INDEPENDENT DIRECTOR APPOINTED

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
1110

JOHN HARVEY — BCom, CA, CFInstD

Director

SIML Nominee and Non-Executive Director

Appointment — 15 October 2015

John has over 35 years’ professional experience as a chartered

accountant. He was a partner in PricewaterhouseCoopers (PwC)

for 23 years where he held a number of management and

governance responsibilities. John retired from PwC in June 2009

to pursue a career as a professional Independent Director. He is a

Chartered Fellow of the Institute of Directors in New Zealand (Inc.)

and is currently a director of Stride Property Limited, Kathmandu

Holdings Limited, Heartland Bank Limited and is Chairman of

New Zealand Opera Limited.

TIM STOREY —


LLB, BA


Director

SIML Nominee and Non-Executive Director

Appointment — 1 October 2015


Tim has more than 30 years’ business experience across a

range of sectors and has practised as a lawyer in Australia and

New Zealand, retiring from the Bell Gully partnership in 2006.

Tim is a member of the Institute of Directors in New Zealand

(Inc.) and is Chairman of JustKapital Limited (ASX Listed)

and of Stride Property Limited, and director of a number of

private companies.

MIKE ALLEN — BCom, LLB, CMInstD



Chairman

Independent and Non-Executive Director

Appointment — 9 June 2016


Mike was appointed Chair of Investore in 2016. He has extensive

experience in investment banking and general management in

both New Zealand and the United Kingdom. Mike is currently a

Director of Coats Group PLC, Godfrey Hirst Australia (and related

companies), China Construction Bank (New Zealand) Limited,

Waikato-Tainui Fisheries Limited, Tainui Group Holdings Limited,

Taumata Plantations Limited, Ngai Tahu Tainui Go-Bus Holdings

Limited (and related companies), Canterbury Spinners Limited

and Breakwater Consulting Limited.

KATE HEALY — LLM, MBA


Chair of the Audit and Risk Committee

Independent and Non-Executive Director

Appointment — 9 June 2016


Kate was appointed as an Independent Director of Investore

in 2016. Kate was previously a partner at a national law firm

specialising in commercial property and property finance, and

was Chief Operating Officer for four years at Ngati Whatua

Orakei Whai Rawa Limited. Kate currently consults on legal and

property related issues and is a current member of the Institute

of Directors in New Zealand (Inc.), the Australian Institute of

Company Directors and the New Zealand Law Society.

GRÁINNE TROUTE —


GradDipBusStuds(HRM), CMInstD



Director

Independent and Non-Executive Director

Appointment — 19 April 2018


Gráinne was appointed as an Independent Director of Investore in

2018 and has over 30 years of executive and director experience

in both listed and unlisted organisations, across highly competitive

customer-focused sectors such as McDonald’s New Zealand and

SKYCITY Entertainment Group. Gráinne is a Chartered Member of

the Institute of Directors in New Zealand (Inc.) and is also a director

of Tourism Holdings Limited, Evolve Education Group Limited and

Summerset Group Holdings Limited.

BOARD OF DIRECTORS

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
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INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

MANAGER’S REPORT

In Investore’s second year of operations,

SIML has focused on completing the

foundational strategy set by the Investore

Board. The year to 31 March 2018 has

seen a number of transactions completed

by SIML, on behalf of Investore, which have

optimised Investore’s portfolio for long term

growth, including:

• The purchase of the three Bunnings

operated properties from Stride Property

Limited (SPL) for $78.5 million, with

attractive, fixed growth income, at a

weighted initial yield of 6.13%. On

acquisition, the WALT of each of the three

properties was 11.75 years;

• The acquisition of two properties in

Timaru adjacent to the current Countdown

property owned by Investore, for a

combined purchase price of $1.4 million.

These properties provide Investore with

a future development opportunity to

create a shopping hub of complementary

properties around the Countdown; and

• The divestment of two supermarket

properties, the Fresh Choice in

Queenstown and the Countdown

in Hornby, Christchurch. These properties

were forecast to provide a relatively

lower growth profile when compared to

the balance of the portfolio. The total

sales price of $32.6 million represented

a weighted average initial yield of 5.78%.

The sales values for these properties were

on average 11.3% above Investore’s book

values, and shows the strong demand in

the market for these types of assets.

The acquisition of the Bunnings operated

properties and the divestment of the

two supermarkets operated by General

Distributors Limited (GDL) enabled Investore

to improve its tenant diversification, with

GDL (which operates Countdown branded

supermarkets) reducing from 82% of

contract rental

1

at the start of the financial

year to 73% at the end of the financial year,

and Bunnings now representing 10% of

contract rental. Investore’s portfolio has a

higher weighting to the North Island, with

77% of contract rental from the North Island,

and 23% from South Island locations as at

31 March 2018.

SIML is also managing an extension of

the Mitre 10 Mega at Botany, Auckland,

on behalf of Investore. This development

follows on from the Animates development in

the 2017 financial year. In both cases, as with

other Countdown refurbishments that have

been undertaken by Investore, SIML works

closely with Investore’s tenants to expand

and refurbish their premises. Investore will

receive capital improvements rent from

the development, and it also ensures the

premises meet the tenant’s overall business

needs. These types of asset management

initiatives have incremental benefits to

the underlying properties and are highly

accretive relative to direct investment.

As at 31 March 2018, Investore’s portfolio

comprised 40 properties, which were valued

at $738.3 million, up 3.3% net

2

from the

portfolio valuation as at 31 March 2017.

Investore’s portfolio consists of a number

of properties that have development

potential, including the Timaru property

mentioned previously. Investore’s total

portfolio amounts to 48.3 hectares of land

zoned for commercial use, and the current

buildings occupy less than half of this land,

with average site coverage at 43%. So while

these properties are currently leased with

99.9% occupancy, underpinning Investore’s

Stride Investment Management Limited

(SIML) is proud to manage Investore’s property

portfolio, and seeks to enhance and improve

the portfolio and the returns to shareholders.

This year has seen a lot of activity, which

has positioned Investore well for future

growth and returns

income is a significant commercial property

portfolio that can respond to possible future

changes in retailers’ requirements, and

provide long term opportunities for further

development intensification.

In addition to the development potential,

Investore’s focus on large format retail

properties has a number of additional

positive benefits for investors:

• The average asset value in Investore’s

portfolio is very low, at $18.5 million per

property, providing very high asset

liquidity if required;

• Standalone large format retail properties

have lower maintenance costs over the

long term, when compared to other

property classes. Lifecycle costs across the

Investore portfolio have been on average

0.35% of total property values per annum,

approximately half the costs of retail and

industrial properties and less than one third

the cost of office properties. These costs

directly impact the returns on investment

for commercial property. The long term

outlook for the portfolio is consistent with

this track record.

SIML, as Manager, is proud to have

worked with Investore’s Board to deliver

another year of out-performance, compared

to the forecast

3

. Investore’s distributable

profit after current tax was again higher

in FY18 when compared to the forecast

for the same period, taking the aggregate

distributable profit after current tax for

FY17 and FY18 to 1.5% higher when

compared to the forecasts. In addition,

total equity was up $45.6 million on forecast,

adding 0.17 cents per share to Investore’s

Net Tangible Assets, from the time of the

IPO, a reflection of the quality and value of

Investore’s portfolio of assets.

PHILIP LITTLEWOOD

Chief Executive Officer

Stride Investment Management Limited

Looking forward, we believe Investore is

well positioned to achieve its strategy of

stable and enduring returns to investors,

while also having a number of very positive

growth opportunities.

1.

Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant to Investore under the terms of the relevant lease as at 31 March 2018, annualised for

the 12 month period on the basis of the occupancy level for the relevant property as at 31 March 2018, and assuming no default by the tenant.

2.

The valuation of all properties disposed of during the 12 months from 1 April 2017 have been disregarded in this calculation. As at 31 March 2017, the portfolio was valued at $660.4 million.

3.

Forecasts contained within the Product Disclosure Statement issued by Investore on 10 June 2016 and

associated information published on the online register maintained by the Companies Office and the

Registrar of Financial Service Providers on 10 June 2016 in connection with IPO.

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
1514

The 2018 financial year has seen

Investore complete its foundational

phase, with the portfolio now well set

for Investore’s next phase, which will be

focused on considered growth initiatives

and with a view to ensuring stable and

enduring returns to investors

Acquired

25 large

format retail

properties

Acquired 14

further large

format retail

properties

Animates

Invercargill

development

completed

Acquired Timaru

properties, adjacent

to existing property,

providing a future

development

opportunity

Acquired three Bunnings

operated properties for

$78.5 million, with 2.5%

p.a. rental uplift for an initial

12 year lease period

Sale completed for two

supermarket premises

(Countdown in Hornby,

Christchurch and Fresh

Choice in Queenstown)

for an aggregate of

$32.6 million

$100 million of

bonds issued with

interest rate

of 4.40% per

annum

Mitre 10 Botany premises

extension, anticipated

completion late 2018

Investore

established

by SPL with

a specialised

large format

retail portfolio

CHARACTERISTICS OF

LARGE FORMAT RETAIL

PROPERTIES:

Phase 1 Strategy: Portfolio EstablishmentPhase 2 Strategy: Portfolio Optimisation & Capital Management

Typically large, free-standing,

rectangular and usually single floor

structures on a concrete slab — simple,

straightforward construction with low

maintenance

Sites generally have a single tenant or

limited number of tenants, with the

anchor tenant occupying more than

50% of the net lettable area (and typically

more than 90%) and providing 50% (and

typically 90% – 100%) of the rental income

from the property — ensuring that most

income is contracted with significant

and nationally recognised companies

Properties have easy vehicle access and

plenty of carparking on-site

Most properties have leases structured

to provide stable income, net of

operating costs

Anchor tenants’ net lettable area is

usually more than 2,000 m

2

. Specialty

tenants are typically more than 150 m

2

,

although in some limited cases may be

60 m

2

or less

2 01620152 01720182019

Investore

listed on NZX,

$185 million

capital raised

FY35FY34FY33FY32FY31FY30FY29FY28FY27FY26FY25FY24FY23FY22FY21FY20FY19
INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

1716

PORTFOLIO OVERVIEW

33.7%

24.8%

4.2%

15 .1%

3.2%3.2%

0.0%

0.0%

2.9%

4 .1%

4.2%

0.4%

0.7%

1.1%

2.0%

0.3%

0.2%

81% of portfolio Contract Rental

> 10 years expiry

Note: Numbers may not sum accurately due to rounding.

1.

Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant to Investore under the terms of the relevant lease as at 31 March 2018,

annualised for the 12 month period on the basis of the occupancy level for the relevant property as at 31 March 2018, and assuming no default by the tenant.

General Distributors Limited (Countdown) 73%

Bunnings 10%

Foodstuffs 5%

Specialty 6%

Mitre 10 3%

The Warehouse 3%

TENANT DIVERSIFICATION BY CONTRACT RENTAL

1

PORTFOLIO LEASE EXPIRY BY CONTRACT RENTAL

1


as at 31 March 2018as at 31 March 2018

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
1918

Kerikeri

Hamilton

Napier

New Plymouth

Palmerston North

Blenheim

Nelson

Christchurch

Timaru

Invercargill

Dunedin

Rotorua

Wellington

Auckland

PORTFOLIO OVERVIEW

PORTFOLIO BY LOCATION

as at 31 March 2018

as at 31 March 2018

Number of properties at location

Auckland 31%

Waikato 11%

Wellington 17%

Other North Island 18%

Canterbury 10%

Otago 7%

Other South Island 6%

South Island

23%

North Island

77%

North Island

South Island

GEOGRAPHIC DIVERSIFICATION BY CONTRACT RENTAL

1


1.

Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant to Investore under the terms of the relevant lease as at 31 March 2018,

annualised for the 12 month period on the basis of the occupancy level for the relevant property as at 31 March 2018, and assuming no default by the tenant.

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
2120

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

Investore’s growth strategy includes

a focus on creating vibrant, multi-

service local centres for the benefit of

customers, tenants and shareholders.

This can be achieved through the

redevelopment of existing sites, or

through the acquisition of properties

adjacent to Investore’s current

portfolio of anchor stores

Investore partners with tenants

by redeveloping its properties

to meet the changing, and often

growing, requirements of retailers.

These redevelopments provide

an opportunity for Investore to

re-negotiate lease terms, and

to enhance both the retail offer

for customers and returns to

shareholders

FEATURED PROPERTIES

The acquisition during the 2018

financial year of adjacent properties

to the Countdown Timaru site is

a good example of this strategy

An example of this is the extension

being undertaken at the premises

of Mitre 10, Corner Te Irirangi Drive

and Bishop Dunn Place, Auckland

With Countdown as the anchor

tenant, there is an opportunity to

provide for new, complementary

retailers at the location, increasing

overall customer demand, and

providing Investore with a future

development opportunity to

enhance portfolio quality and

returns to shareholders

This extension is due to be completed

in late 2018. The extension will add a

further 1,300 m

2

of net lettable area

to the site, consisting of an extension

to the trade warehouse, new inwards

goods area and canopy

Mitre 10 — Botany

Countdown — Timaru

CNR VICTORIA & BROWNE STREETS

TIMARU

CNR TE IRIRANGI DRIVE & BISHOP DUNN PLACE

AUCKLAND

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
2322

AddressCity

Tenants

(no.)

Major

Tenant(s)Occupancy

Net

Lettable

Area

(m

2

)

WA LT

2


(y ea r s)

Va luat ion

($000)

Net

Contract

Rental

1


($000)

Market

Cap

Rate

Contract

Yield

24 Anzac RoadAuckland

1

Countdown

100.0% 4,382 16.9 22,210 1,249 5.63%5.63%

326 Great South RoadAuckland

1

Countdown

100.0% 4,633 16.9 31,000 1,713 5.50%5.52%

35a St Johns RoadAuckland

1

Countdown

100.0% 4,457 16.9 21,400 1,276 6.00%5.96%

507 Pakuranga RoadAuckland

1

Countdown

100.0% 4,812 16.9 18,000 1,059 5.88%5.88%

3 Averill StreetAuckland

2

Countdown

100.0% 5,435 15.2 16,400 1,290 7.00%7.86%

Cnr Church & Selwyn StreetsAuckland

1

Countdown

100.0% 2,011 6.9 10,600 630 6.00%5.94%

66 Studholme StreetMorrinsville

1

Countdown

100.0% 1,724 6.9 6,500 437 6.50%6.72%

47 Bay RoadWellington

1

Countdown

100.0% 3,460 16.9 11,100 723 6.38%6.51%

91 Johnsonville RoadWellington

2

Countdown,

The Warehouse

100.0% 6,316 11.6 20,800 1,546 6.63%7.43%

14 Russell StreetUpper Hutt

1

Countdown

100.0% 3,037 6.9 9,900 697 6.88%7.04%

261 High StreetLower Hutt

1

Countdown

100.0% 5,078 16.9 18,000 1,178 6.38%6.54%

51 Arthur StreetBlenheim

1

Countdown

100.0% 3,136 16.9 11,400 740 6.38%6.49%

87 - 97 Hilton StreetKaiapoi

1

Countdown

100.0% 3,025 16.9 13,500 856 6.25%6.34%

219 Colombo StreetChristchurch

1

Countdown

100.0% 3,976 16.9 19,050 1,153 6.00%6.06%

Cnr Victoria & Browne StreetsTimaru

4

Countdown

100.0% 4,032 15.1 12,220 738 6.18%6.04%

13 - 19 Queen StreetUpper Hutt

1

Countdown

100.0% 3,427 16.9 10,400 680 6.50%6.54%

309 Cumberland StreetDunedin

1

Countdown

100.0% 4,123 16.9 19,300 1,180 6.13%6.11%

172 Tay StreetInvercargill

3

Countdown,

Animates

100.0% 5,161 15.5 22,300 1,421 6.25%6.37%

Cnr Anglesea &

Liverpool Streets

Hamilton

1

Countdown

100.0% 5,265 0.8 5,800 813 10.00%14.02%

230 - 240 Fenton StreetRotorua

1

Countdown

100.0% 5,172 2.4 16,150 1,065 6.88%6.59%

78 Courtenay StreetNew Plymouth

1

Pak’ n Save

100.0% 8,522 11.5 27,500 1,659 6.00%6.03%

9 Gloucester StreetNapier

1

New World

100.0% 4,386 11.5 16,250 952 5.88%5.86%

Cnr Te Irirangi Drive &

Bishop Dunn Place

Auckland

1

Mitre 10

100.0% 12,124 12.0 30,500 1, 517 5.13%4.97%

Totals may not sum due to rounding. The Occupancy %, WALT, Market Cap Rate and Contract Yield for the total of the investment properties are a weighted average.

1.

Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant to Investore under the terms of the relevant lease as at 31 March 2018, annualised

for the 12 month period on the basis of the occupancy level for the relevant property as at 31 March 2018, and assuming no default by the tenant. As at 31 March 2018 net contract rental

has been adjusted to include $0.4m of building manager’s fees. In the financial statements these costs have been disclosed within the management fees expense in the Statement of

Comprehensive Income.

2.

Weighted Average Lease Term (WALT).

AddressCity

Tenants

(no.)

Major

Tenant(s)Occupancy

Net

Lettable

Area

(m

2

)

WA LT

2


(y ea r s)

Va luat ion

($000)

Net

Contract

Rental

1


($000)

Market

Cap

Rate

Contract

Yield

35 MacLaggan StreetDunedin

1

The Warehouse

100.0% 6,433 3.3 10,650 809 7.75%7.60%

Cnr Fernlea Avenue

& Roberts Line

Palmerston

North

6

Countdown

100.0% 3,611 12.8 13,900 914 6.50%6.57%

Cnr Hanson Street,

John Street & Adelaide Road

Wellington

6

Countdown

98.7% 4,881 13.3 25,600 1,636 6.25%6.39%

Cnr Hukanui & Thomas RoadsHamilton

7

Countdown

100.0% 4,504 12.2 16,000 1,050 6.50%6.56%

226 Great South RoadAuckland

12

Countdown

Animates

100.0% 7,384 9.6 38,800 2,568 6.25%6.62%

3 - 7 Mill LaneWarkworth

5

Countdown

98.0% 3,815 14.0 21,800 1,411 6.00%6.47%

Cnr Bridge & Angelsea StreetsHamilton

1

Countdown

100.0% 4,200 15.1 18,500 1,140 6.13%6.16%

323 Andersons Bay RoadDunedin

1

Countdown

100.0% 4,071 14.7 18,300 1,210 6.38%6.61%

Cnr Butler & Kerikeri RoadsKerikeri

1

Countdown

100.0% 3,887 14.7 18,100 1,210 6.50%6.68%

Cnr Putaitai Street & Main RoadNelson

1

Countdown

100.0% 2,659 14.7 12,000 795 6.50%6.63%

40 - 50 Ivory StreetRangiora

1

Countdown

100.0% 3,759 14.7 16,100 1,067 6.50%6.63%

Cnr Rolleston & Masefield DrivesRolleston

1

Countdown

100.0% 4,251 14.7 18,700 1,189 6.38%6.36%

112 Stoddard RoadAuckland

1

Countdown

100.0% 4,200 9.9 23,200 1,436 6.00%6.19%

3 Main RoadWellington

1

Countdown

100.0% 4,200 15.0 16,900 1,155 6.25%6.83%

446 Te Rapa RoadHamilton

1

Bunnings

100.0% 12,763 11.7 28,000 1,657 5.88%5.92%

Cnr Tremaine Avenue

& Railway Road

Palmerston

North

1

Bunnings

100.0% 13,730 11.7 26,250 1,573 5.75%5.99%

26 - 48 Old Taupo RoadRotorua

1

Bunnings

100.0% 13,940 11.7 25,250 1,537 6.00%6.09%

Total Portfolio

7899.9% 209,980 13.1 738,330 46,926 6.19%6.36%

PORTFOLIO 2018

As at 31 March 2018As at 31 March 2017

Number of properties 40 39

Number of tenants 78 73

Net Lettable Area (m

2

) 209,980 174,327

Net Contract Rental

1


($m)

46.9 43.4

WA LT

2

(years)

13.1 14.3

Occupancy rate (by area) 99.9% 99.8%

Portfolio Value ($m) 738.3 660.4


INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

25

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018

24

STATEMENT OF COMPREHENSIVE INCOME 26

STATEMENT OF CHANGES IN EQUITY 27

STATEMENT OF FINANCIAL POSITION 28

STATEMENT OF CASH FLOWS 29

NOTES TO THE FINANCIAL STATEMENTS 30

INDEPENDENT AUDITOR’S REPORT 54

FINANCIAL STATEMENTS

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

2726

The attached notes form part of and are to be read in conjunction with these —nancial statements.The attached notes form part of and are to be read in conjunction with these —nancial statements.

For the year ended 31 March 2018For the year ended 31 March 2018

Notes

2018

$000

2 017

$000

Rental income

47,255 37,398

Direct property operating expenses

(2,709) (2,384)

Net rental income

3

44,546 35,014

Less corporate expenses

Management fees expense

17(4,066) (2,653)

Administration expenses

(1,766) (1,113)

Transaction costs

– (889)

Total corporate expenses

(5,832) (4,655)

Profit before net finance expenses, other income and income tax

38,714 30,359

Finance income

138 93

Finance expense

(12,067) (9,716)

Finance expense – swap break expense

– (3,680)

Net finance expenses

5(11,929) (13,303)

Profit before other income and income tax

26,785 17,056

Other income

Net change in fair value of investment properties

923,135 13,720

Gain on disposal of investment properties

92,895–

Movement in fair value of derivative financial instruments

13

38–

Profit before income tax

52,853 30,776

Income tax expense

12

(6,683) (2,260)

Profit after income tax attributable to shareholders

46,170 28,516

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss

Movement in cash flow hedges, net of tax

15

(2,141) 4,058

Total comprehensive income after tax attributable to shareholders

44,029 32,574

Basic and diluted earnings per share (cents)

1517.6415.12

On 10 June 2016, Investore issued a Product Disclosure Statement and published information on the online register maintained

by the Companies Office and the Registrar of Financial Service Providers (together the “Disclosure Information”) in connection

with Investore’s initial public offering of shares (IPO).

Please refer to note 21 for a comparison of the prospective financial information included in the Disclosure Information to

Investore’s actual results for the year ended 31 March 2018.

Notes

Share

capital

$000

Retained

earnings

$000

Cash flow

hedge reserve

$000

Tota l

$000

Balance 31 Mar 16

–2,074 (2,050)24

Transactions with shareholders:

Issue of shares

15 387,615– – 387,615

Capital raising expenses

15(5,368)– – (5,368)

Dividends paid

7

–(9,817) – (9,817)

Total transactions with shareholders

382,247 (9,817) – 372,430


Other comprehensive income:

Movement in cash flow hedges, net of tax

15

–– 4,058 4,058

Total other comprehensive income

–– 4,058 4,058

Profit after income tax

–28,516– 28,516

Total comprehensive income

–28,516 4,058 32,574


Balance 31 Mar 17

382,247 20,773 2,008 405,028

Transactions with shareholders:

Dividends paid

7

–(19,999) – (19,999)

Total transactions with shareholders

–(19,999) – (19,999)

Other comprehensive income:

Movement in cash flow hedges, net of tax

15

–– (2,141)(2,141)

Total other comprehensive income

––(2,141)(2,141)

Profit after income tax

–46,170 – 46,170

Total comprehensive income

–46,170 (2,141) 44,029

Balance 31 Mar 18

382,247 46,944 (133) 429,058

STATEMENT OF CHANGES IN EQUITYSTATEMENT OF COMPREHENSIVE INCOME

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018INVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

2928

The attached notes form part of and are to be read in conjunction with these —nancial statements.The attached notes form part of and are to be read in conjunction with these —nancial statements.

As at 31 March 2018For the year ended 31 March 2018

STATEMENT OF CASH FLOWS

Notes

2018

$000

2 017

$000

Cash flows from operating activities

Rent received

46,328 35,940

Interest received

138 93

Interest paid

(11,753) (9,067)

Operating expenses (including goods and services tax)

(7,648) (6,593)

Income tax paid

(5,624) (2,175)

Net cash provided by operating activities

821,441 18,198

Cash flows from investing activities

Proceeds from disposal of investment properties

32,221–

Capital expenditure on investment properties

(2,212) (3,387)

Acquisition of investment properties

(80,029) (268,398)

Property, plant and equipment purchased

–(4)

NZX bond

–(75)

Net cash applied to investing activities

(50,020) (271,864)

Cash flows from financing activities

Drawdown of bank borrowings

46,400261,000

Repayment of bank borrowings

–(160,000)

Dividends paid

(19,999)(9,817)

Proceeds from equity issued

–185,000

Capital raising expenses

–(5,368)

Refinancing of bank borrowings

–(898)

Finance expense – swap break expense

–(3,680)

Advance from related party

–3,396

Repayment of advance from related party

–(11,624)

Net cash provided by financing activities

26,401 258,009

Net (decrease)/increase in cash and cash equivalents held

(2,178) 4,343

Opening cash and cash equivalents

4,377 34

Closing cash and cash equivalents

2,199 4,377

Notes

2018

$000

2 017

$000

Current assets

Cash and cash equivalents

162,199 4,377

Trade and other receivables

10,16234 412

Prepayments

176 80

Other current assets

1,003404

3,612 5,273

Non-current assets

Investment properties

9738,330660,430

Work in progress

162–

Derivative financial instruments

13,166472,714

Deferred tax asset

12154538

Property, plant and equipment

13

739,294 663,685

Total assets

742,906 668,958

Current liabilities

Trade and other payables

11,164,808 2,273

Current tax liability

1,262 1,404

Derivative financial instruments

13,16

– 12

6,070 3,689

Non-current liabilities

Bank borrowings

14306,891 260,241

Derivative financial instruments

13,16

887 –

307,778 260,241

Total liabilities

313,848 263,930

Net assets

429,058 405,028

Share capital

15382,247 382,247

Retained earnings

46,944 20,773

Reserve

(133) 2,008

Equity

429,058 405,028

STATEMENT OF FINANCIAL POSITION

MIKE ALLEN

Chairman

KATE HEALY

Director,

Chair of the Audit and Risk Committee

For and on behalf of the Board of Directors, dated 28 May 2018:

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

3130

For the year ended 31 March 2018

NOTES TO THE FINANCIAL STATEMENTS

Note 1: Accounting Policies

Reporting entity

The financial statements presented are those of Investore Property Limited (Investore). Investore is domiciled in New Zealand

and is registered under the Companies Act 1993. Investore is also an FMC reporting entity under Part 7 of the Financial Markets

Conduct Act 2013. The financial statements of Investore have been prepared in accordance with the requirements of Part 7 of

the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.

The financial statements were approved for issue by the Board of Directors (the Board) on 28 May 2018.

Basis of preparation

These financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice

(NZ GAAP). Investore is a for-profit entity for the purposes of financial reporting. The financial statements comply with

New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and

authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also comply with International

Financial Reporting Standards (IFRS).

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain

classes of assets and liabilities as identified in the specific accounting policies below and the accompanying notes.

The financial statements have been prepared using the New Zealand Dollar functional and reporting currency and have been

rounded to the nearest thousand dollars ($000), unless stated otherwise.

New standards, amendments and interpretations

New standards, amendments and interpretations have been published that are not yet effective and have not been early adopted

by Investore. Those which may be relevant to Investore are explained below:

– NZ IFRS 9: Financial Instruments addresses the classification, measurement and recognition of financial assets and financial

liabilities and replaces the guidance in NZ IAS 39 Financial Instruments – Recognition and Measurement.

Investore has loans and receivables and non-derivative financial assets (note 16) at amortised cost. Investore also has interest

rate swaps in cash flow hedges.

NZ IFRS 9 is required to be adopted by Investore in the financial statements for the year ending 31 March 2019. Given the

nature of the financial assets and financial liabilities held and cash flow hedging undertaken by Investore, from the initial

assessment performed, the impact of NZ IFRS 9 will likely be minimal.

– NZ IFRS 15: Revenue from contracts with customers deals with revenue recognition and establishes principles for reporting

useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash

flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good

or service and therefore has the ability to direct the use and obtain the benefits from the good or service.

The majority of the revenue of Investore is derived from the rental income from lease agreements with tenants of its investment

properties. Accounting for lease income is out of scope of NZ IFRS 15. However, certain non-rental income streams,

such as recovery of property operating expenses, are within scope of NZ IFRS 15.

NZ IFRS 15 is required to be adopted by Investore in the financial statements for the year ending 31 March 2019. Based on

the initial assessment performed, the impact of NZ IFRS 15 is likely to be minimal.

Note 1: Accounting Policies (continued)

New standards, amendments and interpretations (continued)

– NZ IFRS 16: Leases replaces the current guidance in NZ IAS 17 Leases and requires a lessee to recognise a lease liability

reflecting future lease payments and a “right-of-use” asset for most lease contracts.

Given that Investore is the lessor for the majority of its leases, NZ IFRS 16 is not expected to have significant impact on how

Investore currently accounts for its leases. However, Investore has eleven ground leases on investment properties (note 18)

and therefore Investore may recognise a right of use asset and lease liabilities in accordance with the new leasing standard.

The standard is effective for accounting periods beginning on or after 1 January 2019. Investore intends to adopt

NZ IFRS 16 effective from 1 April 2019.

There are no other standards, amendments and interpretations that are not yet effective and that would be expected to have a

material impact on Investore in the current or future reporting periods and on foreseeable future transactions.

Significant judgements, estimates and assumptions

In the application of NZ IFRS, the Board and management are required to make judgements, estimates and assumptions

about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated

assumptions are based on experience and other factors that are believed to be reasonable under the circumstances, the results

of which form the basis of making the judgements. Actual results may differ from the estimates, judgements and assumptions

made by the Board and management.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in

the period in which the estimate is revised and in any future periods affected.

Judgements made by management in the application of NZ IFRS that have significant effects on the financial statements and

estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes

to the financial statements.

In particular, information about significant areas of estimation uncertainty that have the most significant effect on the amount

recognised in the financial statements is disclosed in the relevant notes as follows:

• Investment properties (note 9); and

• Deferred tax (note 12).

Changes in accounting policies

There have been no changes in accounting policies from the prior period and all policies have been applied consistently

throughout the year.

Significant events and transactions

The financial position and performance of Investore was affected by the following events and transactions that occurred during

the reporting period:

Investment property acquisitions

Following shareholder approval on 8 February 2018, Investore settled on the purchase of three Bunnings operated properties

at Hamilton, Rotorua and Palmerston North on 28 February 2018 for $78.5 million from Stride Property Limited.

Investment property disposals

Investore settled on the disposals of the Fresh Choice property at 64 Gorge Road, Queenstown, for $11.1 million on 20 March

2018 and the Countdown supermarket at 17 Chappie Place, Christchurch, for $21.5 million, on 23 March 2018, both amounts

being prior to disposal costs.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

3332

Note 2: Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-

maker. The chief operating decision-maker has been identified as the Board, as it makes all key strategic resource allocation

decisions (such as those concerning acquisitions, divestments and significant capital expenditure). Investore is reported as a

single operating segment, being large format retail properties.

Investore’s revenue streams are earned from investment properties owned in New Zealand, with no specific exposure to

geographical risk. One tenant, General Distributors Limited (Countdown), contributes 73% of Investore’s portfolio contract rental

as at 31 March 2018 (2017: 82%).

Note 3: Net Rental Income

Rental income from the investment properties is recognised on a straight-line basis over the lease term. Lease incentives provided

in relation to letting the investment properties are amortised on a straight-line basis over the non-cancellable portion of the lease

to which they relate, as a reduction of rental income. Where a lease provides for fixed rental increases over the term of the lease,

these are spread on a straight-line basis over the non-cancellable portion of the lease to which they relate.

Rental income

2018

$000

2 017

$000

Rental income

46,24636,542

Spreading of fixed rental increases

1,009856

Total rental income

47,25537,398

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement

so as to reflect the risks and rewards incidental to ownership. Leases in which a significant portion of the risks and rewards of

ownership are retained by the lessor are classified as operating leases. Investore has determined that it retains all significant

risks and rewards of ownership of the leases and has therefore classified all leases as operating leases.

Property leased out under operating leases is included in investment properties in the statement of financial position.

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

2018

$000

2 017

$000

No later than 1 year

50,96045,829

Later than 1 year and no later than 5 years

195,815171,504

Later than 5 years

445,230427,708

Future rentals receivable

692,005645,041

Recoverable operating expenses are classified as a reduction of expenses instead of other income.

Direct property operating expenses

2018

$000

2 017

$000

Service charge expenses

(3,139) (2,071)

Service charge income recovered from tenants

3,139 2,071

Increase in doubtful debts provision

(44) -

Other non-recoverable property costs

(2,665) (2,384)

Total non-recoverable property costs

(2,709) (2,384)

Other non-recoverable property operating expenses represents property maintenance and operating expenses not recoverable

from tenants, property valuation fees and property leasing costs.

Note 4: Corporate Expenses

2018

$000

2 017

$000

Administration expenses includes:

Auditor’s remuneration

– Audit and review of financial statements

143128

– Other assurance services – operating expense audits

1

285

– Other assurance services – share registry

–3

– Other services – agreed procedures for proxy vote

3–

Transaction costs

–889

1

Fees include $14,175 which relates to financial year 2017 operating expense audit completed in the current year.

Transaction costs in 2017 of $6,257,000 were paid out of the proceeds of the issue of new shares. The portion of NZX listing

fees and advisor IPO cost that related to the issue of new shares, being $5,368,000 were capitalised into capital raising

expenses in the statement of changes in equity (note 15) with the remainder of $889,000 being expensed. The capitalisation

versus expense ratio was calculated based on the number of existing shares versus newly issued shares.

A total amount $217,014 was paid to PricewaterhouseCoopers for due diligence services in relation to the IPO, of which $114,149

was included in transaction costs in the statement of comprehensive income, and $102,865 was capitalised into capital raising

expenses in the statement of changes in equity (note 15).

Note 5: Net Finance Expenses

Interest income is recognised on a time-proportional basis using the effective interest rate. Borrowing costs are expensed when

incurred and are recognised using the effective interest rate.

2018

$000

2 017

$000

Finance income

– Bank interest income

94 93

– Other finance income

44–

13893

Finance expense

Interest expense:

– Bank borrowings interest

(12,067) (9,592)

– Other finance expenses

– (124)

(12,067) (9,716)

Swap break expense

– (3,680)

Net finance expenses

(11,929) (13,303)

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

3534

Note 6: Distributable Profit

Investore’s dividend policy is to target a cash dividend to shareholders that is between 95% and 100% of its distributable

profit. Distributable profit is a non-GAAP measure and consists of 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 as follows:

2018

$000

2 017

$000

Profit before income tax

52,853 30,776

Non-recurring and non-cash adjustments:

– Net change in fair value of investment properties

(23,135) (13,720)

– Gain on disposal of investment properties

(2,895)–

– Movement in fair value of derivative financial instruments

(38)–

– Spreading of fixed rental increases

(1,009) (856)

– Refinancing cost amortisation

250 454

– Depreciation

2 –

– Finance expense - swap break expense

– 3,680

– One-off transaction costs

– 889

Distributable profit before current income tax

26,028 21,223

Current tax expense

(5,482) (3,580)

Distributable profit after current income tax

20,546 17,643

Pre-demerger distributable profit after current income tax

– 2,912

Post-demerger distributable profit after current income tax

20,546 14,731

Distributable profit after current income tax

20,546 17,643

Adjustments to funds from operations:

Maintenance capital expenditure

(2,039) (1,350)

Adjusted Funds From Operations (AFFO)

18,507 16,293

Weighted average number of shares for purpose of basic and diluted distributable

profit per share (000)

261,772 188,619

Basic and diluted distributable profit after current income tax per share –

weighted (cents)

7.85 9.35

AFFO basic and diluted distributable profit after current income tax per share –

weighted (cents)

7.078.64

Note 7: Dividends Paid and Proposed

The following dividends were declared and paid during the year:

2018

$000

2 017

$000

Dividend paid to Stride prior to demerger

–1,205

Q4 2017 Final dividend 2.06 cents (Q4 2016 nil)

5,392 –

Q1 2018 Interim dividend 1.86 cents (Q1 2017 nil)

4,869 –

Q2 2018 Interim dividend 1.86 cents (Q2 2017 1.38 cents)

4,869 3,612

Q3 2018 Interim dividend 1.86 cents (Q3 2017 1.91 cents)

4,8695,000

Total dividends paid

19,999 9,817

Dividends are recognised as a liability in Investore’s financial statements in the period in which the dividends are approved.

Subsequent to balance date, the Board approved the Q4 2018 Final dividend of 1.88 cents per share (note 20).

Supplementary dividends of $49,928 (2017: $17,280) were paid to shareholders not resident in New Zealand for which Investore

received a foreign investor tax credit entitlement.

Note 8: Statement of Cash Flows Reconciliation

Cash and cash equivalents include cash in hand and deposits held at call with banks. These assets are short term in nature and

the carrying value is approximate to their fair value. Cash and cash equivalents are classified as loans and receivables. They are

subsequently measured at amortised cost.

2018

$000

2 017

$000

Reconciliation of profit after income tax attributable to shareholders to net cash

flows from operating activities:

Profit after income tax attributable to shareholders

46,17028,516

Add/(less) non-cash items:

Movement in deferred tax (note 12)

1,201 (1,320)

Net change in fair value of investment properties

(23,135) (13,720)

Gain on disposal of investment properties

(2,895)–

Movement in fair value of derivative financial instruments (note 13)

(38)–

Accrued interest movement in derivative financial instruments (note 13)

21–

Amortisation of borrowing costs

250 (446)

Depreciation

2–

Movement in impairment provision (note 10)

44–

Spreading of fixed rental increases

(1,009) (856)

20,611 12,174

Less activity classified as investing activity:

Movement in working capital items relating to investing activities

(1,002) (180)

19,609 11,994

Add activities classified as financing activity:

Refinancing of bank borrowings

– 898

Finance expense – swap break expense

– 3,680

19,609 16,572

Movement in working capital:

Decrease/(increase) in trade and other receivables

134 (300)

Increase in prepayments and other current assets

(695) (167)

Increase in trade and other payables

2,5351,393

(Decrease)/increase in tax payable

(142) 700

Net cash provided by operating activities

21,441 18,198

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

3736

Note 9: Investment Properties

Investment properties comprise land, buildings and improvements that are held either to earn rental income or for capital

appreciation or both. Investment property is initially stated at cost, including related transaction costs, and then at fair value as

determined every year by an independent registered valuer.

Any gain or loss arising from a change in the fair value of the investment property is recognised in the statement of comprehensive

income within net changes in fair value of investment properties. Subsequent expenditure is charged to the asset’s carrying

amount only when it is probable that future economic benefits associated with the item will flow to Investore and the cost of

the item can be measured reliably. All other repairs and maintenance costs are expensed to the statement of comprehensive

income during the period in which they are incurred.

Lease incentives are capitalised to the respective investment properties in the statement of financial position and amortised

on a straight-line basis over the non-cancellable portion of the lease to which they relate.

Investment properties are de-recognised when they have been disposed of. The net gain or loss on disposal of investment

property is calculated as the difference between the carrying amount of the investment property at the time of the disposal

and the net proceeds on the disposal, and is included in the statement of comprehensive income in the reporting period in

which the disposal occurs.

Investment properties are not depreciated for accounting purposes. However, for tax purposes, depreciation is claimed on building

fit-out and a deferred tax liability is recognised where the building component of the registered valuation exceeds the tax book

value of the building. The deferred tax liability is capped at the amount of depreciation that has been claimed on each building.

2018

$000

2 017

$000

Opening balance

660,430 287,000

Acquisitions

79,887 –

Disposals

(29,319)–

Net change in fair value

23,135 13,720

Reduction in purchase price

(711) –

Property acquisition costs

170 937

Subsequent capital expenditure

3,729 3,567

Spreading of fixed rental increases

1,009 856

Stride Property Group investment properties transferred

– 86,950

SCA investment properties acquired

– 267,400

Closing balance

738,330 660,430

Investore acquired properties in Timaru at 12 Heaton Street, on 19 July 2017 for $430,000, and at 6 and 8 Heaton Street,

for $957,280 on 8 November 2017. These sites are immediately adjacent to the property already owned by Investore in Timaru

at the corner of Victoria & Browne Streets. The combined sites are reported as ‘corner Victoria & Browne Streets, Timaru’.

On 28 February 2018, Investore acquired three Bunnings operated properties from Stride Property Limited, at Hamilton,

Rotorua and Palmerston North, for $78.5 million.

In March 2018, Investore settled on the disposals of the Fresh Choice property at 64 Gorge Road, Queenstown, and the

Countdown supermarket at 17 Chappie Place, Christchurch, with the resulting gain on disposals of $2.895 million reflected in

the statement of comprehensive income.

When Investore purchased the property at 35a St Johns Road, Auckland, there was an amount held in retention, relating to

an operating expense recovery shortfall. The retention had a release period of 24 months from the date of the agreement,

and elapsed on 22 September 2017, resulting in a reduction of $711,168 in the purchase price.

In the prior financial year, Investore acquired six large format retail properties from Stride Property Group, for a total consideration

of $86.95 million, between April and June 2016. Investore further acquired another fourteen large format retail properties from

Shopping Centres Australasia Property Group Trustee NZ Limited (SCA) for a total consideration of $267.4 million, with six

properties acquired on 12 July 2016 and a further eight properties acquired on 28 September 2016.

Note 9: Investment Properties (continued)

Capital expenditure consists of fit-outs and other physical enhancements to the investment properties, with ownership of such

capital amounts being retained by Investore.

Capital expenditure commitments contracted for

As at 31 March 2018, Investore had the following major commitments:

– $2,608,845 (2017: $nil) in total for various capital expenditure works to be undertaken on a number of investment properties

over the next twelve months.

Subsequent to balance date, Investore has committed to a further $214,606 (2017: $73,486) in total for various capital expenditure

works to be undertaken on a number of investment properties in the next financial year.

Investore has no other material commitments as at balance date.

Valuation basis

The fair value of an investment property represents the estimated highest or best use value for which an investment property

could be sold on the date of valuation in an orderly transaction between market participants.

The accepted methods for assessing the current market value of an investment property are the Income Capitalisation and the

Discounted Cash Flow approaches. Valuations of investment properties which are not yet complete are based on an independent

valuer’s assessment of the fair value at completion and adjusted to reflect the stage of completion of a project and the costs

to complete.

Each approach derives a value based on market inputs, including:

– recent comparable transactions;

– forecast future rentals, based on the actual location, type and quality of the investment properties, and supported by the

terms of any existing lease, other contracts or external evidence such as current market rents for similar properties;

– vacancy assumptions based on current and expected future market conditions after expiry of any current lease;

– maintenance and capital requirements including necessary investments to maintain functionality of the property for its

expected useful life; and

– appropriate discount rates derived from recent comparable market transactions reflecting the uncertainty in the amount and

timing of cash flows.

The Income Capitalisation approach is based on the current contract and market income and an appropriate market yield or

return for the particular investment property. Capital adjustments are then made to the value to reflect under or over renting,

pending capital expenditure, and upcoming expiries, including allowance for lessee incentives and leasing costs.

The Discounted Cash Flow approach adopts a ten year investment horizon and makes appropriate allowances for rental income

growth and leasing costs on expiries, with an estimated terminal value at the end of the investment period. The Present Value

is a reflection of market based income (inflows) and expenditure (outflows) projections over the ten year period discounted at

a rate of return referred to as a discount rate. In selecting the discount rate at which cash flows are to be present valued, many

factors are considered, including the degree of apparent risk, market attitudes toward future inflation, the prospective rates of

return for alternative investments and the rates of return earned by comparable properties in the past.

In deriving a market value under each approach, all assumptions are based, where possible, on market based evidence and

transactions for properties with similar locations, construction detail and quality of lessee covenant. The adopted market value

is a combination of both the Income Capitalisation and the Discounted Cash Flow approaches.

The valuations are performed by independent registered valuers who hold an annual practising certificate with the Valuers

Registration Board and are members of the New Zealand Institute of Valuers. Valuers are engaged on terms ensuring no valuer

values the same investment property for more than three consecutive years. The investment properties have been valued by

Savills (NZ) Limited (Savills), CIVAS Limited (Colliers), CBRE Limited (CBRE) and Jones Lang LaSalle Limited (JLL). All valuations

are dated effective 31 March.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

3938

Note 9: Investment Properties (continued)

Valuation basis (continued)

At each reporting date, Stride Investment Management Limited’s (SIML’s) asset managers verify all major inputs to the independent

valuation report. SIML’s executive team review the valuations performed by the independent valuers for financial reporting

purposes. This team reports directly to the SIML Chief Executive Officer. Discussions of valuation processes and results are held

between members of the executive team and the independent valuers, and the SIML Chief Executive Officer and Investore‘s

Audit and Risk Committee, at least once every six months, in line with Investore’s reporting dates. Ultimately, Investore’s Directors

are responsible for reviewing and approving the investment property valuation.

Breakdown of valuation by valuer

2018

$000

2 017

$000

CBRE

30,500–

Colliers

257,900296,400

JLL

155,85072,950

Savills

294,080291,080

738,330660,430

Investore fair values the investment properties by way of the following fair value measurement hierarchy levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly

(as prices) or indirectly (derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

Investment property measurements are categorised as Level 3 in the fair value hierarchy. During the period, there were no

transfers of investment properties between levels of the fair value hierarchy.

The key inputs used to measure fair value of investment properties, along with their sensitivity to significant increase or decrease,

are as follows:

Fair value measurement

sensitivity to significant:

Significant

inputDescription

Increase

in input

Decrease

in input

Va luat ion

method

Market

capitalisation

rate

The capitalisation rate is applied to the market income to

assess an investment property’s value. The capitalisation

rate is derived from detailed analysis of factors such as

comparable sales evidence and leasing transactions in the

open market taking into account location, tenant covenant

– lease term and conditions, weighted average lease term

(WALT), size and quality of the investment property.

DecreaseIncreaseIncome

Capitalisation

Discount rateThe discount rate is applied to future cash flows of an

investment property to provide a net present value

equivalent. The discount rate adopted takes into account

recent comparable market transactions, prospective rates

of return for alternative investments and apparent risk.

DecreaseIncreaseDiscounted

Cash Flow

Market rentalThe valuer’s assessment of net market rental for both

occupied and vacant areas of the investment property.

IncreaseDecreaseIncome

Capitalisation

& Discounted

Cash Flow

Rental growth

rate

The rental growth rate applied to the market rental in the

10 year cash flow projection.

IncreaseDecreaseDiscounted

Cash Flow

Note 9: Investment Properties (continued)

Valuation basis (continued)

Generally, a change in the assumption made for the adopted capitalisation rate is accompanied by a directionally similar change

in the adopted discount rate. It may also result in an adjustment to the terminal yield. The adopted capitalisation rate forms

part of the Income Capitalisation approach and the adopted discount rate forms part of the Discounted Cash Flow approach.

When calculating fair value using the Income Capitalisation approach, the net market rent has a strong interrelationship with

the adopted capitalisation rate, given the methodology involves assessing the total net market income receivable from the

property and capitalising this in perpetuity to derive a capital value. In theory, an increase in the net market rent and an

increase (softening) in the adopted capitalisation rate could potentially offset the impact to the fair value. A decrease in the net

market rent and a decrease (tightening) in the adopted capitalisation rate could also potentially offset the impact to fair value.

A directionally opposite change in the net market rent and the adopted capitalisation rate could potentially magnify the impact

to the fair value.

When assessing a Discounted Cash Flow, the adopted discount rate and adopted terminal yield have a strong interrelationship in

deriving a fair value, given the discount rate will determine the rate in which the terminal value is discounted to the present value.

An increase (softening) in the adopted discount rate and a decrease (tightening) in the adopted terminal yield could potentially

offset the impact to the fair value. A decrease (tightening) in the discount rate and an increase (softening) in the adopted terminal

yield could also potentially offset the impact to fair value. A directionally similar change in the adopted discount rate and the

adopted terminal yield could potentially magnify the impact to the fair value.

The following table details the ranges used for each key significant input:

Market

capitalisation

rate

Discount

rate

Market rental

$/s qm

Rental growth rate

(average 10 years)

As at 31 Mar 185.13%-10.00%5.13%-10.25%105-3721.00%-4.01%

As at 31 Mar 175.25%-9.50%7.00%-11.00%137-3730.85%-4.01%

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

4140

Note 9: Investment Properties (continued)

Valuation basis (continued)

The following tables provide a summary of the valuation of the individual investment properties, their market cap rate, occupancy

and WALT for the purposes of providing further detail of the assets which are considered to be the most relevant to the

operations of Investore.

Va luer

2018

$000

Market

cap rate

%

Occupancy

%

WA LT

years

24 Anzac Road, Auckland

Savills22,210 5.63100.0 16.9

326 Great South Road, Auckland

Savills31,000 5.50100.0 16.9

35a St Johns Road, Auckland

Savills21,400 6.00100.0 16.9

507 Pakuranga Road, Auckland

Savills18,000 5.88100.0 16.9

3 Averill Street, Auckland

Savills16,400 7.00100.0 15.2

Cnr Church & Selwyn Streets, Auckland

Savills10,600 6.00100.0 6.9

66 Studholme Street, Morrinsville

Savills6,500 6.50100.0 6.9

47 Bay Road, Wellington

Savills11,100 6.38100.0 16.9

91 Johnsonville Road, Wellington

Savills20,800 6.63100.0 11.6

14 Russell Street, Upper Hutt

Savills9,900 6.88100.06.9

261 High Street, Lower Hutt

Savills18,000 6.38100.016.9

51 Arthur Street, Blenheim

Savills11,400 6.38100.016.9

87 - 97 Hilton Street, Kaiapoi

Savills13,500 6.25100.016.9

219 Colombo Street, Christchurch

Savills19,050 6.00100.016.9

Cnr Victoria & Browne Streets, Timaru

Savills12,220 6.18100.015.1

13 - 19 Queen Street, Upper Hutt

Savills10,400 6.50100.016.9

309 Cumberland Street, Dunedin

Savills19,300 6.13100.016.9

172 Tay Street, Invercargill

Savills22,300 6.25100.015.5

Cnr Anglesea & Liverpool Streets, Hamilton

JLL5,800 10.00100.00.8

230 - 240 Fenton Street, Rotorua

JLL16,150 6.88100.02.4

78 Courtenay Street, New Plymouth

JLL27,500 6.00100.011.5

9 Gloucester Street, Napier

JLL16,250 5.88100.011.5

Cnr Te Irirangi Drive & Bishop Dunn Place, Auckland

CBRE30,500 5.13100.012.0

35 MacLaggan Street, Dunedin

JLL10,650 7.75100.03.3

Cnr Fernlea Avenue & Roberts Line, Palmerston North

Colliers13,900 6.50100.012.8

Cnr Hanson Street, John Street & Adelaide Road, Wellington

Colliers25,600 6.2598.713.3

Cnr Hukanui & Thomas Roads, Hamilton

Colliers16,000 6.50100.012.2

226 Great South Road, Auckland

Colliers38,800 6.25100.09.6

3 - 7 Mill Lane, Warkworth

Colliers21,800 6.0098.014.0

Cnr Bridge & Anglesea Streets, Hamilton

Colliers18,500 6.13100.015.1

323 Andersons Bay Road, Dunedin

Colliers18,300 6.38100.014.7

Cnr Butler & Kerikeri Roads, Kerikeri

Colliers18,100 6.50100.014.7

Cnr Putaitai Street & Main Road, Nelson

Colliers12,000 6.50100.014.7

40 - 50 Ivory Street, Rangiora

Colliers16,100 6.50100.014.7

Cnr Rolleston & Masefield Drives, Rolleston

Colliers18,700 6.38100.014.7

112 Stoddard Road, Auckland

Colliers23,200 6.00100.09.9

3 Main Road, Wellington

Colliers16,900 6.25100.015.0

446 Te Rapa Road, Hamilton

JLL28,0005.88100.011.7

Cnr Tremaine Avenue & Railway Road, Palmerston North

JLL26,2505.75100.011.7

24 - 48 Old Taupo Road, Rotorua

JLL

25,2506.00100.011.7

Total

738,3306.1999.913.1

The market cap rate %, occupancy % and WALT years for the total of investment properties are weighted averages.

Note 9: Investment Properties (continued)

Valuation basis (continued)

Va luer

2 017

$000

Market

cap rate

%

Occupancy

%

WA LT

years

24 Anzac Road, Auckland

Savills21,940 5.75 100.0 17.9

326 Great South Road, Auckland

Savills30,280 5.75 100.0 17.9

35a St Johns Road, Auckland

Savills21,400 6.00 100.0 17.9

507 Pakuranga Road, Auckland

Savills17,600 6.00 100.0 17.9

3 Averill Street, Auckland

Savills16,600 7.00 100.0 16.3

Cnr Church & Selwyn Streets, Auckland

Savills10,500 6.25 100.0 7.9

66 Studholme Street, Morrinsville

Savills6,500 6.25 100.0 7.9

47 Bay Road, Wellington

Savills10,900 6.50 100.0 17.9

91 Johnsonville Road, Wellington

Savills20,000 6.75 100.0 12.8

64 Gorge Road, Queenstown

Savills9,900 5.75 100.0 17.9

14 Russell Street, Upper Hutt

Savills9,100 6.88 100.0 7.9

261 High Street, Lower Hutt

Savills16,800 6.50 100.0 17.9

51 Arthur Street, Blenheim

Savills11,200 6.50 100.0 17.9

87 - 97 Hilton Street, Kaiapoi

Savills12,000 6.50 100.0 17.9

219 Colombo Street, Christchurch

Savills18,500 6.13 100.0 17.9

Cnr Victoria & Browne Streets, Timaru

Savills8,960 6.25 100.0 17.9

13 - 19 Queen Street, Upper Hutt

Savills9,000 6.75 100.0 17.9

309 Cumberland Street, Dunedin

Savills18,800 6.25 100.0 17.9

172 Tay Street, Invercargill

Savills21,100 6.50 97.6 16.7

Cnr Anglesea & Liverpool Streets, Hamilton

JLL6,200 9.50 100.0 1.8

230 - 240 Fenton Street, Rotorua

JLL15,000 7.25 100.0 3.4

78 Courtenay Street, New Plymouth

JLL26,000 6.25 100.0 12.5

9 Gloucester Street, Napier

JLL15,500 6.13 100.0 12.5

Cnr Te Irirangi Drive & Bishop Dunn Place, Auckland

Colliers28,700 5.25 100.0 12.6

35 MacLaggan Street, Dunedin

JLL10,250 8.00 100.0 4.3

Cnr Fernlea Avenue & Roberts Line, Palmerston North

Colliers13,000 6.75 100.0 13.8

Cnr Hanson Street, John Street & Adelaide Road, Wellington

Colliers24,700 6.25 98.7 14.3

Cnr Hukanui & Thomas Roads, Hamilton

Colliers15,500 6.50 100.0 13.2

226 Great South Road, Auckland

Colliers37,500 6.25 100.0 10.2

3 - 7 Mill Lane, Warkworth

Colliers20,800 6.00 98.0 15.0

Cnr Bridge & Anglesea Streets, Hamilton

Colliers18,500 6.13 100.0 16.1

323 Andersons Bay Road, Dunedin

Colliers17,400 6.75 100.0 15.7

17 Chappie Place, Christchurch

Colliers19,400 6.50 100.0 15.7

Cnr Butler & Kerikeri Roads, Kerikeri

Colliers17,300 6.63 100.0 15.7

Cnr Putaitai Street & Main Road, Nelson

Colliers11,900 6.63 100.0 15.7

40 - 50 Ivory Street, Rangiora

Colliers15,200 6.75 100.0 15.7

Cnr Rolleston & Masefield Drives, Rolleston

Colliers17,200 6.63 100.0 15.7

112 Stoddard Road, Auckland

Colliers23,100 6.00 100.0 10.9

3 Main Road, Wellington

Colliers

16,200 6.50 100.0 16.0

Total

660,430 6.3699.814.3

The market cap rate %, occupancy % and WALT years for the total of investment properties are weighted averages.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

4342

Note 10: Trade and Other Receivables

Trade and other receivables are initially recognised and carried at their fair value plus directly attributable costs, and subsequently

measured at amortised cost less impairment losses. An impairment provision is made when there is objective evidence

(such as the probability of insolvency or significant financial difficulties of the debtor) that Investore will not be able to collect

all of the amounts due under the original terms of the invoice. No bad debts have been written off in the respective periods.

2018

$000

2 017

$000

Current

Trade and other receivables

278412

Less impairment provision

(44)–

234412

Carrying amount

234412

Less than 30 days overdue

148209

Over 30 days overdue

130203

Less impaired assets

(44)–

Movement in impairment provision

Opening balance

––

Impairment provision

(44)–

Closing balance

(44)–

Note 11: Trade and Other Payables

Trade and other payables represent unsecured liabilities for goods and services provided to Investore prior to the end of the

financial period which are unpaid. Trade and other payables are usually paid within 30 days of recognition. The carrying amounts

of trade and other payables are assumed to be the same as their fair values, due to their short-term nature.

2018

$000

2 017

$000

Current

Unsecured liabilities

Trade payables

2,357681

Related party payables (note 17)

437

Sundry creditors and accruals

2,4471,555

4,8082,273

Note 12: Income Tax

Investore is a listed Portfolio Investment Entity (PIE) for the purposes of the Income Tax Act 2007 and is required to pay tax to

the Inland Revenue as required by the Income Tax Act 2007. Income tax expense comprises current and deferred tax and is

recognised in the statement of comprehensive income for the year. Current and deferred tax is calculated on the basis of the

laws enacted or substantively enacted at the reporting date.

Deferred tax is provided, using the liability method, on all temporary differences between the tax base of assets and liabilities

and their carrying amounts for financial reporting purposes. Temporary differences include:

• The tax liability arising from accumulated depreciation claimed on investment properties, where applicable;

• The tax asset arising from the allowance for impairment;

• The tax liability arising from certain prepayments and other assets; and

• The tax asset/liability arising from the unrealised gains/losses on the revaluation of interest rate swaps.

Note 12: Income Tax (continued)

For deferred tax liabilities or assets arising on investment property measured at fair value, it is assumed that the carrying amounts

of the investment property will be recovered through sale. Investment properties are independently valued each year (note 9) and

the valuation includes a split between the land and building components. Deferred tax is provided on the depreciation claimed to

date on the building component of the investment properties and this places reliance on the valuation split provided by the valuers.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current

tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on

either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

The income tax expense is represented by

2018

$000

2 017

$000

Current tax

(5,482) (3,580)

Deferred tax

(1,201) 1,320

Income tax expense per the statement of comprehensive income

(6,683) (2,260)

Profit before income tax

52,853 30,776

Prima facie income tax using the company tax rate of 28%

(14,799) (8,618)

Decrease/(increase) in income tax due to:

Net change in fair value of investment properties

6,478 3,842

Gain on disposal of investment properties

811–

Movement in fair value of derivative financial instruments

11–

Non-taxable income

283 240

Depreciation

1,743 1,767

Non-deductible expenses

(16) (262)

Temporary differences

41 (45)

Depreciation recovered on disposal of investment property

(33)–

Deductible loss on disposal of investment property

67–

Under-provision in prior year

(68)–

Finance expenses – swap break expense

– (504)

Current tax expense

(5,482) (3,580)

Depreciation

(1,160) 1,276

Other

(41) 44

Deferred tax (charged)/credited to profit or loss

(1,201) 1,320

Income tax expense per the statement of comprehensive income

(6,683) (2,260)

Imputation credits available for use in subsequent reporting periods

1,3961,408

Imputation credits available for use in subsequent reporting periods are based on a rate of 28% and represent the balance of the

imputation account as at the end of the reporting period, adjusted for imputation credits arising from provisional income tax paid.

Gross movement in net deferred tax asset

2018

$000

2 017

$000

Opening balance

538 796

(Charged)/credited to profit or loss

(1,201) 1,320

Credited/(charged) to other comprehensive income

817 (1,578)

Closing balance

154 538

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

4544

Note 12: Income Tax (continued)

2 017

$000

Recognised

in profit

or loss

$000

Recognised

in other

comprehensive

income

$000

2018

$000

Deferred tax assets

Depreciation on investment properties

1,264 (1,160)– 104

Other temporary differences

54 (41) – 13

Derivative financial instruments

– – 37 37

1,318 (1,201) 37 154

Deferred tax liabilities

Derivative financial instruments

(780) – 780 –

(780) –780 –

538(1,201)817154

2016

$000

Recognised

in profit

or loss

$000

Recognised

in other

comprehensive

income

$000

2 017

$000

Deferred tax assets

Depreciation on investment properties

–1,264 – 1,264

Other temporary differences

10 44 – 54

Derivative financial instruments

798 – (798)–

808 1,308 (798)1,318

Deferred tax liabilities

Depreciation on investment properties

(12) 12 – –

Derivative financial instruments

––(780)(780)

(12) 12(780)(780)

796 1,320(1,578)538

Note 13: Derivative Financial Instruments

Interest rate derivatives (derivative financial instruments) are initially recognised at fair value on the date a derivative contract is

entered into and are subsequently measured at their fair value at each reporting date. Fair value of over-the-counter derivatives,

such as interest rate swaps, is determined using valuation techniques which maximise the use of observable market data and

rely as little as possible on entity specific estimates.

At balance date, the outstanding interest rate derivative contracts were:

2018

$000

2 017

$000

Notional value of interest rate swaps – fixed rate payer – start dates commenced

230,000220,000

Notional value of interest rate swaps – fixed rate receiver – forward starting

25,000–

255,000220,000

Investore typically designates its interest rate derivatives as hedges of the interest flows on its variable rate borrowings. These

are cash flow hedges. The effective portion of change in the fair value of derivatives that are designated and qualify as cash

flow hedges is recognised in other comprehensive income. When a hedge no longer meets the criteria for hedge accounting,

any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in profit or loss.

Note 13: Derivative Financial Instruments (continued)

At balance date, if the floating interest rates on hedged bank borrowings had been 1% higher, with other variables remaining

constant, equity would have been $5,325,400 (2017: $7,113,262) higher for the period. If the floating interest rates on hedged

bank borrowings had been 1% lower, with other variables remaining constant, equity would have been $5,756,104 (2017:

$7,583,706) lower for the period. This represents the change in the fair value of interest rate derivatives. There would have been

no material impact on profit during the period. The interest rate sensitivity analysis is performed by using an instantaneous

parallel shift in the par yield curve at the testing date.

At 31 March 2018, the fixed interest rates ranged from 2.19% to 3.01% (2017: 2.18% to 3.01%), and the weighted average

interest rate was 2.48% (2017: 2.42%). Gains and losses recognised in the cash flow hedge reserve in equity (note 15) on

interest rate derivative contracts as at 31 March 2018 will be reclassified in the same period in which the hedged forecast cash

flows affect profit or loss, until the repayment of the bank borrowings.

Subsequent to balance date, Investore issued $100 million of fixed rate bonds with a 6 year term expiring 18 April 2024 (note

20). On 21 March 2018, Investore entered into a $25 million forward start fixed rate receiver swap for the duration of the bond.

The effect of the fixed rate receiver swap is to convert a portion of the $100 million bond to floating interest rate. The receiver

swap was unhedged, and two $15 million swaps were de-designated at this time, based on a last in, first out approach, resulting

in a fair value loss of $101,439 being recognised on the statement of comprehensive income from the date of de-recognition

to balance date. This offset the fair value gain on the receiver swap of $139,253, to give a net gain of $37,814.

As at 31 March 2018, the fair value of the interest rate derivatives was a liability of $239,622, including an accrued interest

liability of $107,101 (2017: asset of $2,702,054, including an accrued interest liability of $85,917).

The fair values of interest rate derivatives are determined from valuations prepared by independent treasury advisors using

valuation techniques classified as Level 2 in the fair value hierarchy (2017: Level 2). These are based on the present value

of estimated future cash flows based on the terms and maturities of each contract and the current market interest rates as

at balance date. Fair values also reflect the current creditworthiness of the derivative counterparties. The valuations were

based on market rates at 31 March 2018 of between 1.96%, for the 90-day BKBM, and 3.06%, for the 10-year swap rate

(2017: 2.00% and 3.45%, respectively).

As at 31 March 2018, the percentage of drawn debt hedged was 75% (2017: 84%).

Note 14: Bank Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised

cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement

of comprehensive income over the period of the borrowings using the effective interest method. Borrowings are classified as

current liabilities unless Investore has an unconditional right to defer settlement of the liability for at least 12 months after the

reporting date.

2018

$000

2 017

$000

Non-current

Facility drawn down

307,400 261,000

Borrowing costs

(509) (759)

Total borrowings

306,891 260,241

Facility drawn down

307,400 261,000

Undrawn facility available

62,600 109,000

Total facility available

370,000 370,000

Weighted average interest rate for debt (inclusive of current interest rate derivatives,

margins and line fees) at balance date

4.25%4.40%

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

4746

Note 14: Bank Borrowings (continued)

As at 31 March 2018, Investore’s bank facility consisted of Facility A for $165 million expiring 9 June 2019, Facility B for

$165 million expiring 9 June 2021 and Facility C for $40 million expiring 9 June 2020. Investore’s secured borrowings are

via syndicated senior secured facilities with ANZ Bank New Zealand Limited, Bank of New Zealand, Commonwealth Bank of

Australia and Westpac New Zealand Limited. The security on the facilities is managed through a security agent who holds a

first registered mortgage on all the investment properties owned by Investore and a registered first ranking security interest

under a General Security Deed over substantially all the assets of Investore. The interest rate on the facility was 2.99% as at

31 March 2018 (2017: 3.05%).

Investore’s bank debt facilities are subject to the following key covenants:

• The loan to value ratio (LVR) will not exceed 65%. Investore’s bank debt margins are structured to increase if the LVR exceeds

55%, with a further step up if the LVR exceeds 60%.

• The ratio of earnings before interest and tax to total interest and financing costs must be greater than 1.75 times. Investore

received a waiver from the syndicate to exclude the cost of $3,679,860 for breaking the interest rate swaps from this ratio

on the 30 September 2016 and 31 March 2017 calculation dates.

• The WALT is at all times greater than six years.

Investore has been compliant with bank covenants during the relevant periods.

Subsequent to balance date, Investore issued $100 million of fixed rate bonds with a 6 year term expiring 18 April 2024, paying

an interest rate of 4.40%. The proceeds were used to repay and cancel $100 million of Facility A of the bank facility (note 20).

On 2 March 2018, the bank facility documentation was amended to take into account this bond issue, including by providing

that the bond debt (as well as the bank debt) is secured by the security described above, and is taken into account in the LVR

and interest cover ratio calculations described above.

Note 15: Equity

Share Capital

Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental costs directly attributable

to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Investore has 261,7 71,833

shares authorised as at 31 March 2018. There is only one class of shares, being ordinary shares, and they rank equally with

each other. All issued shares are fully paid and have no par value.

2018

$000

2 017

$000

Opening balance

382,247 –

Issue of shares

– 387,615

Capital raising expenses

– (5,368)

Closing balance

382,247 382,247

2018

Shares

000

2 017

Shares

000

Opening balance

261,772 –

Issues of shares to Stride shareholders prior to the demerger

– 91,114

Issue of shares to Stride prior to the demerger

– 46,496

New capital raised on market

– 124,162

Closing balance

261,772 261,772

Investore has appointed SIML as its exclusive provider of ongoing real estate investment management services. The management

agreement between Investore and SIML and Investore’s Constitution each provide that, for such time as SIML is the manager

of Investore, SIML will have the right to appoint two directors to the Board. Tim Storey and John Harvey have been appointed

to the Board by SIML under this right.

Note 15: Equity (continued)

Share Capital (continued)

Ordinarily, all directors of a company that has its shares quoted on the NZX Main Board would be elected by shareholders

by way of ordinary resolution, but NZX has issued a waiver to Investore which permits SIML to have the right to appoint two

directors to the Investore Board. NZX has also issued a waiver to allow the directors appointed by SIML to vote on resolutions

of the Board to the extent that those directors are restricted from voting on the grounds that they are “interested” (as defined

in the Companies Act 1993) in the matter solely due to being directors of SIML but for no other reason.

Under Investore’s Constitution, the chairperson of the Board is a director elected by shareholders not associated with SIML

and, provided the chairperson is independent of SIML, holds a casting vote in respect of the resolutions of the Board where

there is an equality of votes. If SIML has appointed two directors to the Board, the chairperson must be a director who is not

associated with SIML.

The Board proposed to amend Investore’s Constitution at the Annual Meeting of Shareholders, held on 8 September 2017, to

allow for an additional independent director to be appointed. These amendments were approved by shareholders at the Annual

Meeting and Investore’s Constitution was amended. A copy of the amended Constitution is available on Investore’s website.

In summary, the key amendments made to the Constitution were to provide that:

• the Board will consist of a minimum of four directors and a maximum of five directors;

• where the Board consists of four directors, at least two of the directors must be independent of SIML;

• where the Board consists of five directors, at least three of the directors must be independent of SIML;

• the quorum for meetings of the Board will be three directors, irrespective of whether the directors have been appointed by

SIML or by shareholders; and

• written resolutions of the Board will be valid if signed by 75% or more of the directors.

On 19 April 2018, Gráinne Troute was appointed to the Board as an Independent Director (note 20). The Board will now comprise

of two Directors appointed by SIML, and three independent Directors appointed by Investore shareholders. As required by

the NZX Listing Rules, Gráinne Troute will retire and stand for election by shareholders at the 2018 Investore Annual Meeting.

An issuer which does not comply with all of the requirements of the NZX Listing Rules may be granted listing with the designation

‘Non-Standard’ or ‘NS’. A term of the waiver granted to Investore to permit SIML to have the right to appoint two directors was

that Investore would be given a Non-Standard Designation upon its listing and the quotation of its shares.

As at 31 March 2018, Stride Property Limited has a cornerstone shareholding in Investore of 19.9%, being 52,091,786 shares.

Stride Property Limited is not subject to any escrow arrangements that prevent it from selling or otherwise disposing of any

shares that it holds.

Basic and diluted earnings per share

Basic and diluted earnings per share amounts are calculated by dividing profit after income tax attributable to shareholders by

the weighted average number of shares on issue.

2018

$000

2 017

$000

Profit after income tax attributable to shareholders

46,170 28,516

Weighted average number of shares for purpose of basic and diluted earnings

per share (‘000s)

261,772 188,619

Basic and diluted earnings per share – weighted (cents)

17.64 15.12

Reserve

Cash flow hedge reserve

Opening balance

2,008 (2,050)

Movement in fair value of interest rate derivatives

(2,958) 2,788

Tax on fair value movement

817 (780)

Reclassification to profit or loss – swap break expense

– 2,050

Closing Balance

(133) 2,008

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

4948

Note 16: Financial Instruments and Risk Management

A financial instrument is recognised if Investore becomes a party to the contractual provisions of the instrument. Financial assets

are de-recognised if Investore’s contractual rights to the cash flows expire, or if Investore transfers them without retaining control

or substantially all risks and rewards of the asset. Financial liabilities are de-recognised if Investore’s obligations specified in

the contract are extinguished.

Financial assets

Depending on the purpose for which the assets were acquired, Investore classifies its assets as financial assets at fair value

through profit or loss and loans and receivables. Classification is determined at initial recognition and this designation is

re-evaluated at every reporting date.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active

market. They are included in current assets, except for those with maturities greater than 12 months after balance date, which

are classified as non-current assets.

Loans and receivables are initially recognised at fair value plus transaction costs and are thereafter carried at amortised cost using

the effective interest method. Investore assesses at each balance date whether there is objective evidence (such as significant

financial difficulty of the obligor, breach of contract, or it becomes probable that the debtor will enter bankruptcy) that a financial

asset or a group of financial assets is impaired. The amount of the loss is recognised in the statement of comprehensive income.

Financial liabilities

Liabilities in this category are measured at amortised cost and include borrowings and other payables.

Summary of financial instruments

2018

$000

2 017

$000

Non-derivative financial assets

Classified as loans and receivables

Cash and cash equivalents

2,199 4,377

Trade and other receivables

234 412

NZX Bond

75 75

Total non-derivative financial assets

2,508 4,864

Non-derivative financial liabilities at amortised cost

Trade and other payables

4,808 2,273

Bank borrowings

306,891 260,241

Total non-derivative financial liabilities

311,699 262,514

Interest rate derivative at fair value – asset

4942,714

Interest rate derivative at fair value – liability

(788)(12)

Total derivative financial instruments used for hedging

(294) 2,702

Interest rate derivative at fair value – asset

153–

Interest rate derivative at fair value – liability

(99)–

Total derivative financial instruments at fair value through profit or loss

54–

Total derivative financial instruments

(240) 2,702

Note 16: Financial Instruments and Risk Management (continued)

Financial risk management

Investore’s activities expose it to a variety of financial risks: interest rate risk, credit risk and liquidity risk. Investore’s overall risk

management strategy focuses on minimising the potential negative economic impact of unpredictable events on its financial

performance.

Risk management is the responsibility of the Board. The Board identifies and evaluates financial risks in close cooperation with

SIML. The Board has a policy for overall risk management, as well as written policies covering specific areas, such as interest

rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investing excess liquidity.

Interest rate risk

As Investore has no significant interest bearing assets, its income and operating cash flows are substantially independent of

changes in market interest rates.

Investore’s interest rate risk arises from bank borrowings (note 14). Borrowings issued at variable rates expose Investore to cash

flow interest rate risk. Borrowings issued at fixed rates expose Investore to fair value interest rate risk. The long term interest

rate policy provides bands that are applied on a rolling basis, which provide for both a high level of fixed interest rate cover over

the near term, as well as a lengthy period of known fixed interest rate cover for a portion of term debt.

Investore manages its cash flow interest rate risk by predominately using floating to fixed interest rate derivatives. Such

interest rate derivatives have the economic effect of converting borrowings from floating to fixed rates. Under the interest rate

derivatives, Investore agrees with other parties to exchange, at quarterly intervals, the difference between floating contract rates

and fixed rate interest amounts calculated by reference to the agreed notional principal amounts. As Investore holds interest

rate derivatives, there is a risk that their economic value will fluctuate because of changes in market interest rates. The value

of interest rate derivatives is disclosed in note 13 and it is acknowledged that there will be fluctuations in their economic value

as a result of changes in market interest rates.

At balance date $77.4 million (2017: $41.0 million) of drawn bank debt was not hedged. If floating interest rates were 1% higher

or 1% lower, with other variables remaining constant, the 12 month finance expense would be higher or lower by $557,280

(2017: $295,200) after-tax respectively.

Investore’s exposure to variable interest rate risk and the effective weighted average interest rate for interest bearing financial

assets and liabilities is as follows:

2018

$000

2 017

$000

Financial assets

Cash and cash equivalents

2,199 4,377

NZX Bond

75 75

Financial liabilities

Bank borrowings

307,400261,000

The interest rate applicable at balance date for cash and cash equivalent balances was 1.25% (2017: 1.25%), for the NZX Bond

was 1.25% (2017: 1.25%) and for bank borrowings was 3.69% (2017: 3.79%). The weighted average interest rate for drawn

debt (inclusive of current interest rate derivatives, margins and line fees) of the bank borrowings at balance date was 4.25%

(2017: 4.40%).

Trade and other receivables and payables are interest free and have settlement dates within one year. All other assets and

liabilities are non-interest bearing.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

5150

Note 16: Financial Instruments and Risk Management (continued)

Credit risk

In the normal course of business, Investore incurs credit risk from trade receivables and transactions with financial institutions.

The risk associated with trade receivables is managed with a credit policy which includes performing credit evaluations on

customers requiring credit and ensures that only those customers with appropriate credit histories are provided with credit.

In addition, receivable balances are monitored on an ongoing basis, with the result that Investore’s exposure to bad debts is not

significant. As Investore’s tenant, General Distributors Limited (GDL), contributes most of Investore’s portfolio contract rental,

Investore is exposed to a significant concentration of credit risk. GDL is a large national retailer, the operator of Countdown

supermarkets in New Zealand and an ultimate subsidiary of Woolworths Limited. Amounts which are past due are not considered

impaired as the majority are due from tenants who have demonstrated a good past payment history.

The risk from financial institutions is managed by placing cash and deposits with high credit quality financial institutions only.

Investore has placed its cash and deposits with Westpac New Zealand Limited, which is AA- rated by Standard & Poor’s.

Investore is not exposed to any other concentrations of credit risk.

Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount

of committed credit facilities, and the ability to close out market positions. Investore’s liquidity position is monitored on a regular

basis and is reviewed quarterly by the Board to ensure compliance with internal policies and banking covenants per Investore’s

syndicated lending facility.

Investore generates sufficient cash flows from its operating activities to meet its obligations arising from its financial liabilities

and has the bank facility available to cover potential shortfalls. Further detail about the undrawn bank facility available is given in

note 14. The following table outlines Investore’s liquidity profile, as at 31 March, based on contractual non-discounted cash flows.

Tota l

$000

0-6 mths

$000

6-12 mths

$000

1-2 y r s

$000

2-5 yrs

$000

>5 y rs

$000

31 Mar 18

Trade and other payables

4,8084,808––––

Secured bank borrowings

322,1335,6615,661170,857139,954–

Derivative financial instruments

2,442 4364197641,115(292)

329,383 10,9056,080171,621141,069(292)

31 Mar 17

Trade and other payables

2,273 2,273 ––––

Secured bank borrowings

290,301 5,2155,21510,430269,441–

Derivative financial instruments

3,6664123997971,832226

296,2407,9005,61411,227271,273226

Capital risk management

Investore’s capital structure includes debt and equity, comprising shares and retained earnings as shown in the statement of

financial position. Investore’s objectives when managing capital are to safeguard Investore’s ability to continue as a going concern

in order to provide returns for shareholders, and to maintain an optimal capital structure to reduce the cost of capital. In order

to maintain or adjust the capital structure, Investore may adjust the amount of dividends paid to shareholders, return capital to

shareholders, buy back shares, issue new shares or sell assets to reduce debt.

As part of its capital risk management, Investore is required to comply with covenants imposed under its banking facility

(note 14). The Board regularly monitors these covenants and provides six monthly compliance certificates to the banks as part

of this process. Investore has complied with these covenants during the current and previous years.

Fair values

The carrying value of the following financial assets and liabilities approximate their fair value: cash and cash equivalents, trade

and other receivables, NZX bond, trade and other payables and bank borrowings.

Note 17: Related Party Disclosures

The following transactions with a related party took place

2018

$000

2 017

$000

Stride Investment Management Limited (SIML)

Asset management fee expense

(3,674) (2,386)

Building management fee expense

(392) (267)

Management fee expense

(4,066) (2,653)

Accounting fee expense

(250) (180)

Project management fee expense

(148) (131)

Leasing fee expense

(32) (137)

Maintenance fee expense

(27) (10)

Disposal fee expense

(161)–

Bond fee expense

(175) –

Stride Property Limited

Advance repaid to parent (prior to initial public offering)

– (11,624)

Demerger dividend paid

– (1,205)

Dividends paid post demerger

(3,980)(1,714)

The following balance was payable to a related party

SIML

(4) (37)

On 28 February 2018, Investore acquired three Bunnings operated properties from Stride Property Limited, at Hamilton,

Rotorua and Palmerston North, for $78.5 million. In the prior financial year, Investore acquired six large format retail properties

from Stride Property Group, for a total consideration of $86.95 million, between April and June 2016.

The management services are provided under a management agreement between SIML and Investore dated 10 June 2016,

(as amended by way of deed of amendment dated 8 September 2017 (Deed of Amendment)). SIML and Investore entered into

the Deed of Amendment in connection with the changes approved to Investore’s Constitution at the Investore Annual Meeting

on 8 September 2017.

In the current year, Directors in total received dividends of $8,081 (2017: $3,481). Directors’ fees recognised in administration

expenses comprise of the following:

2018

$000

2 017

$000

Directors' fees

125 94

Chairman's fees

70 57

195 151

No other benefits have been provided by Investore to a director for services as a director or in any other capacity, other than

those amounts disclosed above.

Investore does not have any employees. Accordingly, there are no senior managers of Investore who have a relevant interest

in the shares of Investore.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTSINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

NOTES TO THE FINANCIAL STATEMENTS

5352

Note 18: Operating Lease Commitments

Payments, including prepayments made under operating leases (net of any incentives received from the lessor), are charged to

the statement of comprehensive income on a straight-line basis over the period of the lease.

Investore is committed under eleven (2017: eleven) operating leases where Investore is the lessee. There are seven leases at the

corner of Anglesea and Liverpool Streets, Hamilton, one at 3 Averill Street, Auckland, one at 70 Studholme Street, Morrinsville,

one at 51 Arthur Street, Blenheim, and one at the corner of Bridge and Anglesea Streets, Hamilton.

The commitments below only reflect the amounts payable under current signed lease contracts up until the next rent review, at

which time the terms of the leases will be renegotiated. The lease at 3 Averill Street, Auckland, expires in October 2089 and

the annual lease is $383,000.

2018

$000

2 017

$000

Payable

– no later than 1 year

705694

– later than 1 year and no later than 5 years

1,3841,997

– later than 5 years

409750

2,498 3,441

Note 19: Contingent Liabilities

Investore has no contingent liabilities at balance date (2017: $nil).

Note 20: Subsequent Events

Subsequent to balance date, Investore has committed to a further $214,606 in total for capital expenditure works to be

undertaken on investment properties in the next financial year.

On 18 April 2018, Investore issued $100 million of fixed rate bonds with a 6 year term expiring 18 April 2024, paying an interest

rate of 4.40%. The proceeds were used to repay $100 million of Investore’s bank facility.

On 19 April 2018, Gráinne Troute was appointed to the Board. Ms Troute’s appointment follows an amendment to the constitution

of Investore approved by shareholders at the 2017 Annual Shareholder Meeting, facilitating the appointment of an additional

and third independent Director, to increase the independent representation on the Board for the benefit of shareholders and

the company. The Board will now comprise of two Directors appointed by Stride Investment Management Limited, and three

independent Directors appointed by Investore shareholders. As required by the NZX Listing Rules, Gráinne Troute will retire

and stand for election by shareholders at the 2018 Investore Annual Meeting.

On 28 May 2018, Investore declared a cash dividend for the period 1 January 2018 to 31 March 2018 of 1.88 cents per share,

to be paid on 19 June 2018 to all shareholders on Investore’s register at the close of business on 12 June 2018. This dividend

will carry imputation credits of 0.5334 cents per share. This dividend has not been recognised in the financial statements.

There have been no other material events subsequent to balance date.

Note 21: Prospective Financial Information

The following is a comparison of the Prospective Base Case (PBC) financial information included in the Disclosure Information

to Investore’s actual results for the year ended 31 March 2018. The Actual numbers have been prepared in the same manner

and on the same basis as the PBC numbers contained in the Disclosure Information.

Note 21: Prospective Financial Information (continued)

2018

Actual

$000

2018

PBC

$000

Statement of comprehensive income

Net rental income

44,546 43,951

Corporate expenses

(5,832) (5,507)

Net finance expenses

(11,929) (12,653)

Profit before other income and income tax

26,785 25,791

Profit before income tax

52,85325,210

Income tax expense

(6,683) (6,027)

Profit after income tax

46,170 19,183

Movement in cash flow hedges, net of tax

(2,141) –

Total comprehensive income after tax

44,029 19,183

Statement of financial position

Current assets

3,612 9,600

Non-current assets

739,294 648,522

Current liabilities

(6,070) (2,927)

Non-current liabilities

(307,778) (271,690)

Equity

429,058 383,505

Statement of cash flows

Net cash provided by operating activities

21,441 20,671

Net cash applied to investing activities

(50,020) (2,501)

Net cash provided by/(applied to) financing activities

26,401 (17,277)

Net (decrease)/increase in cash and cash equivalents held

(2,178) 893

Profit before other income and income tax is higher than the PBC, mainly due to the additional net income from the acquisition

of the three Bunnings operated properties on 28 February 2018 (note 9) and lower finance expenses as a result of entering into

new swaps in FY17 with more favourable interest rates. The PBC had assumed no further acquisitions.

Profit before income tax is $27,643,000 higher, reflecting the revaluation movement of $23,716,000 in investment properties,

including the $711,168 purchase price adjustment on 35a St Johns Road, Auckland (note 9), and the $2,895,000 gain on disposal

of the properties at 64 Gorge Road, Queenstown, and 17 Chappie Place, Christchurch. The PBC had assumed no increase in the

portfolio value and no property disposals.

The actual movement in cash flow hedges, net of tax, of $2,141,000 is a result of the movement in the interest rate curve as at

balance date as compared to the PBC where it was assumed that there was no change.

Current assets are lower by $5,988,000 as a result of a lower cash and cash equivalents movement of $7,166,000 reflecting a

greater utilisation of cash balances than assumed. Non-current assets are higher than assumed in the PBC, primarily as a result

of the acquisition of the three Bunnings operated properties ($78,500,000) and the properties in Timaru at 6, 8 and 12 Heaton

Street ($1,387,280), the revaluation movement in the portfolio (2017: $14,955,000 and 2018: $23,716,000) and the disposal of the

investment properties in Queenstown and Christchurch ($29,319,000). Current liabilities are higher by $3,143,000, reflecting the

timing of the payment of capital expenditure works incurred. Non-current liabilities are higher by $36,088,000, comprised of higher

bank borrowings of $37,203,000, reflecting the net effect of the acquisitions and disposals of investment properties, and lower

deferred tax liability of $2,002,000 which results from the assessed valuations split between the land and building components

as provided by the valuers differing from that assumed in the PBC. Deferred tax is provided on the depreciation claimed to date

on the building component of the investment properties and this places reliance on the valuation split provided by the valuers.

Equity is $45,553,000 higher than the PBC, of which $20,928,000 relates to the opening position as at 31 March 2017 and

$24,625,000 relates to the current year movement reflecting the higher net rental income, lower net finance expenses, fair value

revaluation movement in investment properties, gain on disposal of investment properties, and the movement in cash flow hedges

as explained above.

In the statement of cash flows, the higher net cash applied to investing activities reflects the acquisition and the disposal of the

investment properties. The net cash provided by financing activities was $43,678,000 higher than the PBC resulting from the

net bank drawdowns of $46,400,000 on the acquisitions less proceeds from disposals of investment properties and the use of

cash on hand for capital expenditure of $2,212,000 in FY18.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

INDEPENDENT AUDITOR’S REPORTINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

INDEPENDENT AUDITOR’S REPORT

5554

To the shareholders of Investore Property Limited

INDEPENDENT AUDITOR’S REPORT

We have audited the financial statements which comprise:

• the statement of financial position as at 31 March 2018;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the financial statements of Investore Property Limited (the Company) present fairly, in all material respects, the

financial position of the Company as at 31 March 2018, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial

Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International

Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities

for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for

Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Company in the areas of other assurance services over operating expense audits

and agreed procedures for proxy vote. The provision of these other services has not impaired our independence as auditor

of the Company.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are

free from material misstatement.

Overall materiality: $1.48 million.

We agreed with the Audit and Risk Committee that we would report to them misstatements

identified during our audit above $74,000 as well as misstatements below that amount that,

in our view, warranted reporting for qualitative reasons.

We have one key audit matter:

• Valuation of Investment Properties

Materiality

Key audit

matters

Audit scope

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality

for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine

the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Overall materiality$1.48 million.

How we determined itApproximately 5% of profit before tax excluding valuation

movements relating to investment properties.

Rationale for the materiality benchmark appliedWe applied this benchmark because, in our view, it is more

reflective of the metric against which the performance of the

Company is most commonly measured.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of

materiality. As in all of our audits, we also addressed the risk of management override of internal controls including among other

matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial

statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the

industry in which the Company operates.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

statements of the current year. We have one key audit matter, which is the valuation of investment properties. This matter was

addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on this matter.

Key audit matterHow our audit addressed the key audit matter

Valuation of Investment Properties

As disclosed in note 9 of the financial statements, the

Company’s Investment Properties at $738 million represent

the majority of the assets held by the Company as at

31 March 2018.

The valuation of the Company’s property portfolio is inherently

subjective due to, amongst other factors, the individual nature

of each property, location and the expected future rental

income for each respective property.

The existence of significant estimation uncertainty, coupled

with the fact that only a small percentage difference in

individual property valuation assumptions, when aggregated,

could result in material misstatement, is why we have given

specific audit focus and attention to this area.

External valuations

We read the valuation reports for all properties and discussed the

reports with each of the Valuers. We confirmed that the valuation

approach for each property was in accordance with accounting

standards and suitable for use in determining the carrying value

of Investment Properties at 31 March 2018.

It was evident from our discussions with the Manager and the

Valuers and our review of the valuation reports that close attention

had been paid to each property’s individual characteristics and

its overall quality, geographic location and desirability as a whole.

We assessed the Valuers’ qualifications, expertise and their

objectivity and we found no evidence to suggest that the

objectivity of any Valuer in their performance of the valuations

was compromised.

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Key audit matterHow our audit addressed the key audit matter

The valuations are performed by independent registered

valuers, Savills (NZ) Limited, CIVAS Limited, CBRE Limited,

and Jones Lang LaSalle Limited (the Valuers) as engaged

by Stride Investment Management Limited (the Company’s

Manager).

The Valuers engaged by the Manager are well known firms,

with experience in the markets in which the Company

operates and are rotated across the portfolio on a three-

yearly cycle.

In determining a property’s valuation, the Valuers take into

account property specific information such as the current

tenancy agreements and rental income earned by the asset.

They then apply assumptions in relation to capitalisation

rates and current market rent and anticipated growth, based

on available market data and transactions, to arrive at a

range of valuation outcomes, from which they derive a point

estimate. Due to the unique nature of each property, the

assumptions applied take into consideration the individual

property characteristics at a granular tenant by tenant level,

as well as the qualities of the property as a whole.

The Company has adopted the assessed values determined

by the Valuers.

We carried out procedures, on a sample basis, to test whether

property-specific information supplied to the Valuers by the

Manager reflected the underlying property records held by the

Company. For the items tested, the information was consistent.

Assumptions

Our work over the assumptions focused on the largest properties

in the portfolio and those properties where the assumptions

used and/or year-on-year fair value movement suggested a

possible outlier versus market data. We also engaged our own

in-house valuation specialist to critique and challenge the work

performed and assumptions used by the Valuers. In particular,

we compared the valuation metrics used by the Valuers to recent

market activity.

We concluded that the assumptions used in the valuations were

supportable in light of available market evidence.

Overall valuation estimates

Because of the subjectivity involved in determining the

appropriate valuations for individual properties with the

existence of alternative assumptions and valuation methods, we

determined a range of values that were considered reasonable

for an individual property to evaluate the independent property

valuations used by the Company. If we find an error in a property

valuation or determine that the valuation is outside the reasonable

range, we would evaluate the error or difference against overall

materiality to determine if there is a material misstatement in

the financial statements.

The valuations adopted by the Company were all within an

acceptable range. We also considered whether or not there was

bias in determining individual valuations and found no evidence

of bias.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information

included in the annual report and we do not express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that

we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information,

we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements

in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is

a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s

website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might

state those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders,

as a body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Samuel Shuttleworth.

For and on behalf of:


Chartered Accountants

28 May 2018

Auckland

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CORPORATE GOVERNANCEINVESTORE PROPERTY LIMITED

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CORPORATE GOVERNANCE

Corporate governance is the system under which an organisation is guided, managed and

measured, influencing:

• How an organisation’s objectives are achieved

• How its risks are monitored and assessed

• How its performance is optimised

Good corporate governance promotes market and investor confidence.


The Board of Directors of Investore Property Limited (defined as Board and Investore) recognise robust corporate governance

and stewardship as fundamental to the performance of Investore and that ultimate responsibility for corporate governance

resides with the Board.

This section of the Annual Report provides an overview of the corporate governance policies, practices and processes adopted

and followed by the Board of Investore.

The Governance Framework

Investore is a company incorporated in New Zealand under the Companies Act 1993 (Companies Act), whose fully paid ordinary

shares are quoted on the NZX Main Board (NZX) equity securities market of NZX Limited under the ticker code ‘IPL’, with a

‘non-standard’ (NS) designation, and is identified as a listed Portfolio Investment Entity (PIE) for taxation purposes. Investore

also recently issued, in April 2018, senior secured fixed rate bonds which are listed on the NZ Debt Market (NZDX) operated

by NZX Limited.

Investore was established by Stride Property Limited (SPL) as a separate listed company in 2016, to invest in large format retail

property throughout New Zealand, with SPL holding its exposure to this type of property through its 19.9% shareholding in

Investore. Investore’s assets and operations are externally managed by Stride Investment Management Limited (SIML or the

Manager), the real estate investment management business that is part of the NZX listed stapled group, Stride Property Group

(Stride). SIML, as Manager, has appointed two directors to the Investore Board.

Relationship with SIML as Manager

The Manager has responsibility for the management of Investore in accordance with the Management Agreement between

Investore and SIML. The Manager’s responsibilities include the day-to-day management of Investore’s property portfolio, negotiating

the acquisition and disposal of assets, any development and construction planning and management, treasury and funding

management, and ensuring Investore meets its financial, reporting and other statutory and regulatory obligations. Investore

does not employ any employees of its own. The Manager provides a highly experienced and diverse range of professionals with

expertise across a range of areas to support Investore.

Best Practice Corporate Governance

The Board has adopted an overall corporate governance framework that is designed to meet best practice standards and

recognises that an effective corporate governance culture is essential to Investore’s success.

The Board reviews and assesses Investore’s governance structures and processes to ensure they are consistent with best

practice standards. As part of the Board’s ongoing monitoring and review of Investore’s governance framework, the Investore

Board has developed a Governance Manual (Manual) that is a feature of Investore’s governance framework. The Manual, along

with the corporate governance practices of Investore, have been reviewed during the year, to reflect the new NZX Corporate

Governance Code 2017 (NZX Code). Investore’s corporate governance framework also takes into consideration contemporary

governance standards in New Zealand.

What follows is an overview of Investore’s corporate governance framework and includes commentary on Investore’s compliance

with each of the eight corporate governance principles and recommendations of the NZX Code for the year ended 31 March

2018 (FY18), together with other legal and regulatory disclosures. The governance framework for Investore and the Manager

is materially consistent with the NZX Code, with some exceptions due to Investore’s external management structure and size:

• No Remuneration Committee has been established (as recommended by NZX Code Recommendation 3.3) and no Remuneration

Policy has been adopted (as recommended by NZX Code Recommendation 5.2), due to Investore having no employees.

Director remuneration is considered by the Board as a whole and then recommended to shareholders for approval.

• No Nominations Committee has been established to recommend Director appointments (as recommended by NZX Code

Recommendation 3.4), as this function is assumed by the whole Board which is currently comprised of five Directors, including

two SIML nominee Directors.

• As there is no Chief Executive of Investore, the requirement to disclose the remuneration arrangements in place for the Chief

Executive does not apply.

The governance framework is set out below in Diagram 1.

Diagram 1 – Governance Framework


INVESTORE

LARGE FORMAT

RETAIL

NON-

INVESTORE

FUND

NON-

INVESTORE

FUND

EXTERNAL STAKEHOLDERS

BONDHOLDERSSHAREHOLDERS

APPOINTMENT

OF DIRECTORS

INVESTORE BOARD OF DIRECTORS

( 2 x SIML Nominee and

3 x Independent Directors )

MANAGEMENT

AGREEMENT

DELEGATIONS

OF AUTHORITY

SIML CEO/

MANAGEMENT

SPL 19.9%

EXTERNAL

AUDITOR

AUDIT AND RISK

COMMITTEE

RISK MANAGEMENT/

INTERNAL CONTROLS

SIML/MANAGER

Accountability

Operational Management

Risk Management Framework

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Investore’s Website

For additional information on Investore’s corporate governance documents, please refer to the Investore website where the

following is disclosed:

NZX PRINCIPLE 1 — CODE OF ETHICAL BEHAVIOUR

“ Directors should set high standards of ethical behavior, model this behavior and hold

management accountable for these standards being followed throughout the organisation.”

Code of Ethics

Investore has adopted a Code of Ethics which is a formal statement acknowledging the commitment of the Board and employees

of the Manager to maintaining the highest standards of honesty, integrity and ethical conduct in their day-to-day behaviour and

decision-making for Investore. The Manager recognises the importance of a work environment which actively promotes best

practice and does not compromise business ethics or principles.

The Code of Ethics (which aligns to the principles of the Board Charter) guides the Directors and employees of the Manager

in the practices necessary to:

• Maintain the highest standards of honesty, integrity and fairness in support of ethical decision making and behaviour.

• Adhere to all legal and compliance obligations.

• Avoid a conflict between an individual’s private financial activities and the business activities of Investore.

• Deal in a fair manner with clients, suppliers, stakeholders and investors.

• Report unethical practices, providing a clear and transparent mechanism for addressing reported incidents of behaviour

that are inconsistent with the Code of Ethics.

The Code of Ethics is supported by other policies including the Conflicts Policy, Market Trading Policy and Market Disclosure Policy.

Conflicts of Interest

The principles that govern the management of conflicts of interest are addressed in a number of Investore’s governance documents,

including the Constitution, the Board Charter, and the Code of Ethics, and a range of internal policies of the Manager. With the

agreement of Investore, the Manager has adopted a specific Conflicts Policy that provides guidance on identifying and dealing

with conflicts of interest.

Due to the nature of the relationship between Investore, SIML and SPL, the management of real or perceived conflicts of interest

at an investment or interested party level is a corporate governance priority for the Board and the Manager.

The Conflicts Policy provides guidance to Directors and the Manager’s employees on the types of situations in which a conflict

of interest may arise and sets out procedures for managing conflicts of interest. The purpose of the Conflicts Policy is to protect

the integrity of decision-making and the reputation of Investore, the people who are engaged by it, and those who own it.

Each Director is required to fully disclose to the Board all relevant relationships he or she has with Investore and Stride and all

private or other business interests (which includes relationships with competitors or third party suppliers), in order for the Board

to assess a Director’s independence, or interest in any particular transaction or matter. All disclosures of interest (including the

nature and extent of any interest) are recorded in the Disclosure of Interests Register for Investore, which is tabled and reviewed

at the beginning of each Board meeting.

Securities Trading Policy and Guidelines

The Board has adopted a Securities Trading Policy providing guidance in relation to trading in Investore securities.

The Securities Trading Policy raises awareness about the insider trading provisions within the Financial Markets Conduct Act

2013 (FMCA) and reinforces those requirements with additional internal compliance requirements, with which any Director or

employee of the Manager who wishes to trade in quoted financial products of Investore, must comply. The Manager implements

specific trading windows throughout the year, and requires the written approval of the Chairman to authorise any trade. Speculative

trading is also prohibited with a minimum holding period of six months imposed.

NZX PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE

“ To ensure an effective board, there should be a balance of independence, skills, knowledge,

experience and perspectives.”

The Role of the Board and Key Responsibilities

The Board is responsible for overseeing the effective management and operation of Investore. The Board seeks to ensure that

the business objectives of Investore are aligned with the expectations of shareholders and bondholders, and that the operations

of Investore are managed effectively and in a way that is focused on the delivery of Investore’s strategy and business objectives,

and within a framework of regulatory and ethical compliance.

Investore’s Board Charter records the Board’s commitment to best practice corporate governance and describes the specific

responsibilities and practices that underpin the role of Directors and those formally delegated to the Manager. Directors review

the Board Charter annually, to ensure it remains consistent with the Board’s objectives and responsibilities, and ensures the

delegations to the Manager align with the Management Agreement and reflect what occurs in practice. A summary of the

principal responsibilities of the Board and the Manager are set out in Diagram 2 on page 62.

VIEW AT INVESTOREPROPERTY.CO.NZ

• Constitution

• Board Charter

• Audit and Risk Committee Charter

and Audit Independence Guidelines

• Code of Ethics

• Diversity Policy

• Securities Trading Policy

• Market Disclosure Policy

• Takeovers Protocol

• Key Retail Bond Documentation

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The function and responsibilities of the

Investore Board includes:

• Setting the strategic direction and operating

frameworks of Investore.

• Delegating the day to day operations of Investore

to SIML and its senior managers, subject to specific

limits of authority.

• Adopting frameworks and systems designed to

facilitate the business of Investore being conducted

in an honest, ethical, responsible and safe manner.

• Overseeing the operations of Investore, ensuring

that it is being managed appropriately and has

adequate resource to meet Investore’s objectives.

• Reviewing and approving Investore’s budgets,

business plans, dividend policy and financial

forecasts, and monitoring the management of

Investore’s capital, including the progress of any

significant capital expenditure, acquisition or

divestments.

• Monitoring the financial performance of Investore

and the integrity of reporting, and establishing

procedures to ensure the timely and accurate

reporting of financial results, consistent with all

legal and regulatory requirements.

• Approving and regularly reviewing Investore’s

internal decision-making processes and any

strategic policies and procedures, including any

committee charter of the Board.

• Implementing effective audit and risk management

systems to ensure Investore operates within

appropriate, legally compliant and approved risk

parameters.

• Reporting to and communicating with investors

in a timely and balanced manner.

• Implementing a formal and transparent process

for review of Director remuneration, that can be

presented to shareholders for approval.

• Planning for Board succession and identifying

candidates for Director vacancies (other than a

Director who is appointed by the Manager),

based on the needs of the Board.

The function and responsibilities of the

Manager includes:

• Managing and overseeing the day-to-day

operations of Investore’s property portfolio

and assets, including the negotiation of any

acquisition or disposal, and the supervision

of any development.

• Developing and making recommendations to the

Board on any company strategy or initiative.

• Implementing robust health and safety policies

and procedures which support the Board

conducting its business in a safe manner

and meeting its legal requirements.

• Managing and implementing the Board’s

approved strategy.

• Managing business risk in accordance with

the risk appetite approved by the Board.

• Implementing the Board’s approved policies

and reporting procedures.

• Ensuring Investore meets its legal, regulatory,

financial reporting and other statutory

obligations.

• Communicating with investors and the market

on behalf of Investore.

The Manager’s responsibilities are subject to the:

• Management Agreement.

• Delegations of Authority from the Investore

Board to SIML.

• Any such other rights and powers reserved

by the Board from time to time.

Composition of the Board and Director Appointment

Investore’s Constitution requires the Board to have no less than four and no more than five Directors at any one time.

The Board must comprise:

• At least two Independent Directors (defined on page 64) where the Board is comprised of four Directors, and at least three

Independent Directors where the Board is comprised of five Directors.

• An independent non-executive Chairman, who holds a casting vote in respect of Board resolutions.

• At least two Directors who are ordinarily resident in New Zealand.

SIML, as Manager, has the right to appoint and remove two (but not less than two) Directors. Both of the Manager’s appointed

Directors, Tim Storey and John Harvey, are also directors of the Manager. The Independent Directors, currently Directors

Mike Allen, Kate Healy and Gráinne Troute, are appointed and subject to removal in the normal manner by Investore shareholders

who are not associated with SIML, which means that SPL is not eligible to vote on the appointment of the Independent Directors.

Potential candidates for appointment as an Independent Director are nominated by the Board and are voted on by the shareholders

of Investore. The Board may appoint Directors to fill a casual vacancy. Where a Director is appointed to fill a casual vacancy,

they are required to retire and stand for election at the first Annual Shareholder Meeting after their appointment.

To be eligible for selection, candidates must demonstrate the appropriate qualities and experience for the role of Director and will

be selected on a range of factors, including property industry knowledge, business acumen, financial markets and governance

experience. Other relevant factors may include background, professional expertise and qualifications, and these will be considered

against the Board’s assessment of its needs at the time and having regard to the strategy of Investore.

At least one third of the Independent Directors (or the number nearest to one third) will retire at the Annual Shareholder Meeting

each year and will be eligible for re-election at that meeting. In each year, the Director(s) who retire are those who have been

longest in office since their last election. A Director may be appointed for further terms subject to their re-election being

approved by shareholders.

During FY18, shareholders approved an amendment to Investore’s Constitution to allow for an additional Independent Director

to be appointed to increase the independent representation on the Board, for the benefit of shareholders and Investore. At the

date of the release of this Annual Report, a third Independent Director has been appointed, Gráinne Troute. This was announced

to the market on 19 April 2018 and Gráinne’s appointment was to fill the vacancy that arose after shareholders approved the

amendment to the Constitution. In accordance with the rules described above, Gráinne Troute will retire and stand for election

at the Annual Shareholder Meeting to be held on 27 June 2018, in Auckland.

Diagram 2 – The Role of the Board and Manager

BOARD OF DIRECTORSSIML AS MANAGER

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Director Independence

Investore currently has three Directors who are considered to be ‘Independent Directors’ in accordance with the NZX Listing

Rules (Listing Rules) (with additional guidance provided in the Board Charter on independence), which in summary means that

they are not substantial shareholders in Investore and are free of any business or other relationships that would materially

interfere with, or could reasonably be seen to materially interfere with, the independent exercise of their judgement in acting

as a Director of Investore. Materiality is assessed on a case-by-case basis and is based on qualitative and quantitative factors,

including assessing the strategic importance, nature and value of any relationship.

Under Investore’s Constitution, if SIML has exercised its Director appointment rights, the Chairman must be ‘Independent of

the Manager’ and the Board must include at least two Directors (where there are four Directors on the Board) or at least three

Directors (where there are five Directors on the Board) who are ‘Independent of the Manager’, being SIML.

‘Independent of the Manager’ means, in respect of a Director (including any alternate Director), that:

• The Director is not an ‘Associated Person’ (as defined in the Listing Rules) of any of the following:

– SIML;

– A person who holds or controls more than 25% of the ordinary shares of SIML; or

– A related company of a person who holds or controls more than 25% of the ordinary shares of SIML;

• The Director was not appointed by SIML under its appointment rights in the Constitution;

• The Director is not an executive officer of SIML and has no ‘Disqualifying Relationship’ (as defined in the Listing Rules)

with SIML; or

• Pursuant to any NZX regulation ruling or other written consent of NZX Limited, the Director is to be treated as being

independent of SIML.

The Directors of Investore who held the office of Director during the 12 months to 31 March 2018, their status and date of

appointment, skills and expertise, is set out on pages 10 and 11.

The Board has reviewed the status of each of the Directors and confirms that as at the date of the release of this Annual Report,

Directors Mike Allen, Kate Healy and Gráinne Troute are Independent Directors.

The Chairman of the Board is Independent Director Mike Allen and the Chief Executive Officer of the Manager is Philip Littlewood.

Director Nomination Process and Induction

The Board undertakes appropriate pre-appointment checks before appointing a Director, or putting forward to shareholders

a candidate for election as a Director. This may include background checks on character, education, employment experience,

criminal history, and bankruptcy, to assess suitability. The profile and key information of Director candidates standing for election

or Directors standing for re-election at the Annual Shareholder Meeting is set out in the Notice of Meeting.

There are formal letters of appointment in place for all new non-executive Directors setting out the key terms and conditions

of their appointment.

New Directors are provided with an induction pack containing a Directors’ duties guide, governance information, key policies

and all other relevant information necessary to prepare new Directors for their role. Directors also participate in an induction

programme, designed to provide new Directors with an overview of Investore, its operations, the market in which it operates

and key personnel of the Manager.

Directors’ Skills and Experience

The Board is structured in such a way that its composition includes Directors who collectively have a mix of skills, knowledge,

experience, and diversity to meet and discharge the Board’s responsibilities. A balance is maintained between Directors with

experience and knowledge of the property sector, the history and operations of Investore and the Manager, and new Directors

who bring fresh perspective and insight.

Set out below is a summary of the identified mix of skills and experience among Directors, that the Board currently seeks to

maintain and develop. Individual Director profiles are also set out on pages 10 and 11 and on the Investore website, and provide

insight into the skill set of the Board.

Diagram 3 – Directors’ Skills Matrix

Organisational leadership,

including experience in senior

executive roles

Experience in developing and

implementing strategy and the

analytical skills required to identify

critical success factors in fulfilling

and achieving company objectives,

in the successful execution of strategy

Senior experience in

finance, including in

financial accounting

and reporting, sufficient

to satisfy the ‘financial

expert test’ of the NZX

F

I

N

A

N

C

I

A

L


A

C

U

M

E

N

Senior experience in

capital management

strategies, corporate

finance, debt and equity

markets and funds

management

Experience in a listed

company environment or

large private stand-alone

company, in an executive

or professional capacity

Experience in real estate

management, leasing, development,

design and construction, including

direct experience in making property

investment decisions and evaluating

risk/return scenarios

Experience with driving

customer experience,

knowledge of customer

segmentation, retailing

and/or consumer

services and products

An understanding of

both financial and non-

financial risk management,

and the ability to assess risk

associated with the operation

of long-life assets, safety, policy,

and growth opportunities

R

I

S

K


M

A

N

A

G

E

M

E

N

T


A

N

D


A

U

D

I

T


C

U

S

T

O

M

E

R

/

R

E

T

A

I

L


C

A

P

I

T

A

L


M

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Professional Development, Training and Independent Advice

The Board is committed to continued professional development to enable Directors to maintain the knowledge and skill set required

for the office of a Director of an issuer and to provide Directors with knowledge specific to the property industry, macroeconomic

factors and new regulatory and governance practices, all of which may impact on Investore’s business and operations.

Director development is provided through regular management updates on key business functions, industry and portfolio wide

developments and trends, with access to external education and professional development training at Investore’s expense.

On-going training takes the form of individual Director training or collective training of the Board, site visits to Investore’s properties

and an annual Board strategy day, which has in the past included external speakers engaging with the Board on topical issues.

All Directors may access such information and seek such independent advice as they individually or collectively consider necessary

to fulfil their responsibilities and permit independent judgement in decision-making and, with the Chairman’s consent, may seek

independent professional advice at Investore’s expense.

Board Self-Review

The Board undertakes an annual evaluation of its performance.

For FY18, the Board’s self-review and evaluation process has been conducted utilising online questionnaires generated by the

Institute of Directors in New Zealand. The Board has met to consider the report generated from the questionnaire results and

identified areas for focus, to further strengthen Board process and development.

Diversity

Investore believes that diversity is an essential component of a successful business, acknowledging and valuing the role diversity

plays in strengthening an organisation and its performance. Investore is committed to promoting diversity on its Board by

attracting, developing and retaining high calibre Directors from a diverse pool of individuals and skill sets. Investore recognises

that diversity in skills, backgrounds and ideas fosters an inclusive culture where the performance of Investore is enhanced.

The Board has adopted a Diversity Policy for itself (noting Investore has no employees), with this policy aligned with the Manager’s

Diversity Policy. The Board considers that a synergy of approach to diversity at both a governance and operational level is important.

The Diversity Policy takes a holistic view of diversity which is broader than gender and is anchored around diversity of thought,

and includes those differences resulting from varying experiences, age, religious beliefs, capabilities, sexual preference, family

and cultural heritage. The four key principles of diversity for Investore are set out below:

The Diversity Policy embraces four key principles:

Merit

Individuals are evaluated based on their individual skills, performance and

capabilities

Fairness and Equality

Investore does not tolerate any unlawful discrimination or harassment of any

kind, including, but not limited to, in recruitment, promotion and remuneration

Promotion of Diverse Ideas

Investore values diversity in skills, backgrounds, and ideas which come from

a diverse workforce

Culture

Investore believes that diversity is a strong contributor to a rich workplace

culture where individuals are free to be themselves and thrive

The Diversity Policy addresses the practical application of a diverse and inclusive environment, setting out the process for an

annual review and measurement of both the objectives of the Diversity Policy and progress in achieving them. Investore has

recently conducted a review of its Diversity Policy and will look to further evolve its strategy in these areas in FY19.

For the year in review, the Board considers that Investore has achieved its objectives under the Diversity Policy for FY18,

with its progress towards achieving its objectives summarised below:

Table 1 – Diversity Objectives and Progress

ObjectiveProgress as at 31 March 2018

Recruitment — Ensure recruitment procedures provide

for a wide range of potential Director candidates to be

considered at Board level

Investore follows an efficient recruitment process, which

encourages applications from a diverse range of Director

candidates and utilises a variety of channels. These

channels include the use of external recruiting agencies

and internal referrals. As announced, the Board undertook a

comprehensive process during FY18 in the search for a new

Independent Director to support Investore in its next phase

of development, and Director Gráinne Troute was appointed

effective 19 April 2018. The addition of a third Independent

Director increases independent representation and broadens

the diversity of thinking at the Board table, for the benefit of

investors.

Reporting — SIML will report periodically to the Board on

diversity-related matters within its business

As noted above, Investore has elected to adopt a Diversity

Policy for its Board which is aligned with the Manager’s

Diversity Policy. This ensures a synergy of approach to

diversity at a governance and operational level, the latter

of which is undertaken by the Manager and its employees

who implement the strategic objectives and administration

of Investore, as delegated by the Board. Oversight of the

Manager’s diversity approach is important to Investore.

• As at 31 March 2018, one out of four Directors were women (25%), consistent with FY17

• As at 28 May 2018 (the date this Annual Report is released), two out of five Directors were women (40%)

For more information on diversity in relation to the Manager, refer to the FY18 Annual Report for Stride Property Group which

can be found at www.strideproperty.co.nz

Table 2 – Gender Composition of the Board

THE GENDER COMPOSITION OF THE INVESTORE BOARD IS AS FOLLOWS:

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NZX PRINCIPLE 3 — BOARD COMMITTEES

“ The board should use committees where this will enhance its effectiveness in key areas,

while still retaining board responsibility.”

Board Committee Governance

The Board acknowledges that Board committees can play a crucial part in the governance framework. For the year in review, the

Board has relied on one standing committee, the Audit and Risk Committee, to assist in the exercise of its functions and duties.

A summary of the role of this Committee is set out in Diagram 4. In addition, during the year in review the Board established a

Retail Bond Due Diligence Committee to assist with the processes required in connection with the issue of bonds by Investore.

A summary of the role of this Committee is also set out in Diagram 4. This temporary Committee was established for a specific

purpose, namely assisting with the bond issue and is no longer in operation.

The NZX Code recommends that a Remuneration Committee and a Nominations Committee be established to address at a

high level:

• The benchmarking of remuneration packages for Directors and senior employees; and

• The recruitment and appointment of Directors.

For many issuers, these two objectives are combined into one Remuneration and Nominations Committee function. As Investore

has no employees and a relatively small Board of only four directors (five directors since 19 April 2018), the function of Director

remuneration and recruitment is undertaken by the full Board, with both Director remuneration and appointments ultimately

requiring shareholder approval. For more information on Director remuneration, refer to Table 4 on page 71.

Details of the membership, composition and responsibilities of the Audit and Risk Committee and the Retail Bond Due Diligence

Committee for FY18 is set out in Diagram 4.

Diagram 4 – Composition and Responsibilities of Board Committees

1

In addition to the Director members, non-member Directors also attended the meeting. Key SIML personnel and advisers were also members of the Retail Bond

Due Diligence Committee. This committee was disestablished, following the issue of retail bonds in April 2018.

AUDIT AND RISK COMMITTEE

Kate Healy (Chair), Mike Allen and John Harvey

RETAIL BOND DUE DILIGENCE COMMITTEE

Kate Healy (Chair) and John Harvey

1

The principal purpose of the Audit and Risk Committee is to

assist the Board in the proper and efficient discharge of its

responsibilities in relation to:

• The integrity of external financial reporting prepared by

Management

• Financial management

• Internal control systems

• Accounting policy and practice

• Appointment and performance of external auditors

• Related-party transactions

• The risk-management framework and the monitoring of

compliance within that framework

A copy of the Audit and Risk Committee Charter

can be found at www.investoreproperty.co.nz

The principal purpose of the Retail Bond Due Diligence

Committee (which was a temporary Committee) was to provide

oversight of the work required to undertake the inaugural issue of

senior secured fixed rate bonds, specifically:

• Supervising the due diligence process associated with the retail

bond offer, to give the Board comfort that legal requirements

in connection with the issue of a financial product were being

complied with

• Identifying matters for discussion and, if necessary, disclosure

in offer materials

• Ensuring the risks of investing were appropriately considered

and disclosed in the product disclosure statement

• Supervising the preparation of the offer materials

• Reviewing and recommending key terms for the bonds to the

Board for decision making

• Reviewing and recommending for approval by the Board

key bond documents, including the Master Trust Deed

BOARD OF INVESTORE PROPERTY LIMITED

Committees

Audit and Risk Committee

The Audit and Risk Committee’s Charter requires that the Audit and Risk Committee be comprised solely of non-executive

Directors, have at least three members, with the majority of members being Independent Directors. The Chair of the Audit and

Risk Committee is to be an Independent Director and may not be the Chairman of the Board. All Audit and Risk Committee

members are expected to have an appropriate degree of financial acumen appropriate for the position of Audit and Risk Committee

member and at least one member must have accounting or related financial management expertise. Refer to Diagram 4 for the

membership of the Audit and Risk Committee.

Meetings of the Audit and Risk Committee are held at least twice a year, having regard to Investore’s reporting and audit cycle.

Additional meetings may be held at the discretion of the Chair, or if requested by any Audit and Risk Committee member or

the external auditor.

The NZX Code recommends that Directors who are not members of the Audit and Risk Committee and employees (which in

this case, would be senior management of SIML) should only attend Audit and Risk Committee meetings at the invitation of

the Committee. The Audit and Risk Committee Charter does not prevent Directors who are not members of the Audit and Risk

Committee from attending meetings, and the Chief Executive Officer and Chief Financial Officer of SIML, and the external

auditor, have a standing invitation to attend Audit and Risk Committee meetings.

The Audit and Risk Committee provides assistance to Directors in fulfilling their responsibility to investors and the investment

community, in relation to the reporting practices of Investore, and the quality, integrity and transparency of the financial reports

of Investore. In so doing, it is the responsibility of the Audit and Risk Committee to maintain free and open communication

between the Directors, the external auditors and SIML, as Manager, about the financial management of Investore.

Retail Bond Due Diligence Committee

For the year in review, a temporary Board Committee was established, named the Retail Bond Due Diligence Committee, for the

purpose of providing oversight of the work associated with the issue of $100 million senior secured fixed rate bonds issued on

18 April 2018 and quoted on NZDX from 19 April 2018. The Retail Bond Due Diligence Committee comprised two Directors,

relevant external advisers and members of SIML Management.

Takeover Protocols

While the Board has not established a standing independent takeover committee, it has adopted appropriate protocols to guide

the Board in the event there is, or is the possibility of, a takeover offer or similar control transaction in respect of Investore.

Board and Committee Meetings and Attendance

The Board schedules a minimum of 6 meetings per year, at which Directors receive written reports and presentations from SIML’s

Chief Executive and management providing monthly monitoring, addressing and updating Directors on performance against

strategy and recommending matters for Board approval. Additional meetings are called as required.

The number of Board and Committee meetings held during the year and details of Directors’ attendance at those meetings

are disclosed in Table 3.

Directors also visited Investore assets, participated in an annual strategy day, attended briefings with senior managers of SIML

on an ad-hoc basis and attended investor briefings in connection with their role as Director of Investore during the year in review.

Table 3 – Meeting Attendance

Board

Audit and Risk

Committee

Retail Bond

Due Diligence

Committee

Strategy

Day

No of meetings FY18

10351

Mike Allen 10 311

Kate Healy 10351

Tim Storey 10341

John Harvey 10351

Note 1: Attendance at these meetings was in the capacity of a Director of the Board, not a committee member.

Note 2: Fixed rate bonds were issued on 18 April 2018. Some of the meetings noted occurred in FY19.

Note 1Note 1

Note 1

Note 2

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NZX PRINCIPLE 4 – REPORTING AND DISCLOSURE

“ The board should demand integrity in financial and non-financial reporting and in the

timeliness and balance of corporate disclosures.”

Market Disclosure Policy

To meet the requirements of the NZX, Investore has adopted a Market Disclosure Policy to provide guidance in the area of

market disclosure and the release of material information. Investore is committed to:

• Ensuring that shareholders, bondholders and the market are provided with full and timely information about its activities.

• Complying with the general and continuous disclosure principles contained in the Listing Rules and the FMCA.

• Ensuring that all market participants have equal opportunities to receive externally available information issued by Investore.

A Disclosure Committee, comprising Investore’s Chairman and the Chief Executive Officer, Chief Financial Officer and General

Manager Corporate Services (who is the Disclosure Officer under the policy) of the Manager, is responsible for making decisions

about what information is material information and ensuring that appropriate disclosures are made in a timely manner to the market.

Financial / Non-Financial Disclosure

Financial Reporting

Investore is committed to appropriate financial and non-financial reporting. Oversight of Investore’s financial reporting is

applied through the Audit and Risk Committee, with more information on this function and process within the commentary on

NZX Principle 3.

Non-Financial Reporting

Investore is committed to addressing issues related to Environmental Sustainability, Social Responsibility and Corporate

Governance (ESG), and the risks associated with these, as well as other non-financial risks.

Investore, through the Manager, regularly reviews all financial and non-financial risks, including those relating to ESG. These

include risks at a portfolio level and for individual projects or sites. All identified risks have specific mitigation strategies where

appropriate, and the Manager regularly reviews the effectiveness of these strategies.

The Board does not consider that Investore has significant exposure to environmental or social responsibility risks, and its

corporate governance approach has been explained in this report. A key focus for FY19 is to formalise Investore’s ESG policy,

which currently operates on an indirect basis through its association with SIML as Manager, and the Manager’s ESG policy and

initiatives. As Investore has no employees of its own, and is a relatively new entity (having only listed in July 2016), it is maturing

in its practices regarding ESG reporting.

For more information on the work the Manager is undertaking in this area, refer to the Stride Property Group Annual Report at

www.strideproperty.co.nz

NZX PRINCIPLE 5 – REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”

Directors’ Remuneration

Directors are remunerated in the form of Directors’ fees as approved by shareholders, with a higher level of fees for the Chairman

of the Board and Chair of the Audit and Risk Committee to reflect the additional time and responsibilities that these positions

involve. The Board is collectively responsible for recommending Director remuneration packages to shareholders.

As signalled at the 2017 Annual Shareholder Meeting, the Chairman informed the market that Investore intended to review

Directors’ remuneration in 2019, which will be three years since listing and that the Board believed it was appropriate to

review Directors’ remuneration on a two yearly cycle thereafter. Shareholders were advised that the Board would have regard

to benchmarking data of entities similar in size to Investore and have regard to Director workloads and responsibilities and

Investore’s performance when reviewing Directors’ remuneration. Investore is committed to the principle that remuneration is

set and managed in a manner which is fair, flexible and transparent.

No Director of Investore is entitled to any remuneration other than by way of Directors’ fees and the reasonable reimbursement

of travel, accommodation and other expenses incurred in the course of performing duties or exercising their role as a Director.

Directors do not participate in any company share or option plan.

The following people held office as Directors during the year to 31 March 2018 and received the following remuneration for

the period:

Table 4 – Directors’ Remuneration

Director

FY18 Fees

Mike Allen (Chairman)

$70,000

Kate Healy (Chair of the Audit and Risk Committee)

$45,000

Tim Storey

$40,000

John Harvey

$40,000

Total *

$195,000

* Total Directors’ fees exclude GST and reimbursed costs directly associated with carrying out Director duties, for example travel. No additional fees were provided to

Directors who were members of the Retail Bond Due Diligence Committee.

Other Remuneration

As Investore has no employees, the external management arrangement with SIML means that all remuneration costs of those

employees of the Manager who assist with the day-to-day management of Investore, are met by SIML as their employer and

not Investore.

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NZX PRINCIPLE 6 – RISK MANAGEMENT

“ Directors should have a sound understanding of the material risks faced by the issuer and

how to manage them. The board should regularly verify that the issuer has appropriate

processes that identify and manage potential and material risks.”

Risk Management Framework

Identification and effective management of the risks of Investore and its operations is a priority for the Board. The Board is

responsible for overseeing and approving the company’s risk management strategy and policies, as well as ensuring effective

audit, risk management and compliance systems are in place. The Audit and Risk Committee assists the Board in fulfilling its risk

assurance and audit responsibilities and the Board then delegates the implementation of a Board approved risk management

framework to the Manager.

Investore has a risk management framework which is supported by a set of risk based policies appropriate for Investore, including

a Treasury Policy, the Manager’s approved and Investore endorsed Conflicts Policy, Investment Mandates and Delegations of

Authority Policy. The principal purpose of this framework is to integrate risk management into Investore’s operations, and to

formalise risk management as part of Investore’s internal control and corporate governance arrangements.

At a practical level, Investore’s business risk management processes and policies minimise exposure to financial and operational

risk. Internal systems have been designed to:

• Identify material risks.

• Assess the impact of specific risks.

• Identify strategies to mitigate risk.

• Monitor and report progress on risk mitigation strategies.

Management of Health and Safety Risk

Investore’s health and safety framework reflects its commitment to health and safety and acknowledges that effective governance

of health and safety is essential for the continued sustained success of Investore.

The Investore Board actively monitors health and safety risks and performance through regular Board reporting. Investore owns

properties that are occupied and managed by the tenant, and so the tenant has the daily interface with members of the public

and manages direct health and safety risks related to its own operations. Investore works closely with the tenants to ensure

that the risks that it is responsible for, which relate to the building structure and services provided by Investore, do not cause

harm to workers and members of the public using facilities, with Investore and the tenant coordinating their efforts in relation

to health and safety appropriately.

The Manager’s employees make regular visits to each site to undertake safety observations and to meet with the tenant’s

employees to discuss, among other things, any health and safety risks and how the tenant, Investore and SIML as Manager,

can work together to eliminate or minimise risks to health and safety.

NZX PRINCIPLE 7 – AUDITORS

“The board should ensure the quality and independence of the external audit process.”

External Audit Function and Audit Independence

PricewaterhouseCoopers is the auditor of Investore. The Listing Rules require rotation of the lead audit partner at least every

five years and this requirement is reflected in Investore’s Audit Independence Guidelines that form part of the Audit and Risk

Committee Charter.

The purpose of this requirement is to ensure that audit independence is maintained, both in fact and appearance, so that

Investore’s external financial reporting is both reliable and credible. The guidelines adopted provide guidance on the provision

of external audit services by any person engaged to perform external audit services for Investore.

The Audit and Risk Committee meets at least twice a year with the external auditors, with the opportunity to meet without any

members of the Manager present. The Board invites the external auditor to attend meetings of the Audit and Risk Committee

as required. Directors are free to make direct contact with the external auditor as necessary to obtain independent advice

and information.

Internal Audit Function

The Board and/or Manager engage consultants to undertake internal reviews from time-to-time on a project-by-project basis,

and can monitor amongst other things, internal controls, risk management or the integrity of financial systems. Such projects

can operate both with and independently from the Manager, with findings reported directly to the Board.

NZX PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS

“ The board should respect the rights of shareholders and foster relationships with shareholders

that encourage them to engage with the issuer.”

Investor Relations

The Board believes that a high level of disclosure and communication to shareholders and bondholders is very important.

Shareholders and bondholders deserve to be provided with all the information possible about the performance of their investment

and to be informed on any significant matters relating to their investment within Investore.

Investore is committed to notifying the market of any material information related to its operations required by the Listing Rules.

It is mindful of the need to keep stakeholders informed through a timely, clear and balanced approach, which communicates

both positive and negative news. The Board has adopted a Market Disclosure Policy that establishes procedures which are

aimed at ensuring Directors are aware of and fulfil their disclosure obligations under the Listing Rules (which is discussed under

NZX Principle 4). Significant market announcements, including the preliminary announcement of the half year and full year

results, the accounts for those periods and any advice of a change in earnings forecast, require the prior approval of the Board.

In addition to these general disclosure obligations, the Market Disclosure Policy requires Directors to regularly consider whether

there is any information that may require disclosure in accordance with the Market Disclosure Policy, the Listing Rules and best

practice in this area.

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Investore’s Website and Material

Investore’s website is used actively to complement the official release of material information to the market, enabling broader

access to Investore’s information by investors and stakeholders. The Investore website has copies of presentations and reports,

and shareholders are encouraged to refer to the website www.investoreproperty.co.nz for information on the company.

Reporting to shareholders is provided through the Annual Report and Interim Report. Events of interest within Investore’s

portfolio, or relating to Investore’s business, that occur between regular reporting periods are communicated on-line, via market

announcements to the NZX (www.nzx.com) under the ticker code ‘IPL’ and on Investore’s website, meeting the need for the

market to be informed in a timely manner.

The Annual Report and Interim Report are available electronically on Investore’s website and shareholders can request hard

copies by contacting Investore’s Share Registrar (whose contact details can be found in the corporate directory at the back of

this Annual Report).

Investore encourages shareholders to provide email addresses to enable the receipt of shareholder communication by electronic

means, with 29% of Investore’s shareholders electing to receive communication electronically as at 31 March 2018.

Shareholder Voting and Participation at the Shareholder Meetings

Investore’s shareholders have one vote per share in Investore and have the right to vote on major decisions in accordance with

the Listing Rules.

Each Notice of Meeting and transcripts of the Annual Shareholder Meeting are made available on Investore’s website and on

the NZX.

In order for shareholders to fully participate in an Annual Shareholder Meeting, the Board will endeavour where possible, to

distribute the Notice of Meeting at least 28 days prior to the Annual Shareholder Meeting, as recommended by the NZX Code.

Annual Shareholder Meetings

Shareholders are encouraged to attend Investore’s Annual Shareholder Meeting and take the opportunity to meet the Board

and to ask questions about the performance of Investore.

The Chairman provides time for questions from the floor and these are answered by the appropriate member of the Board or

Manager. Investore’s external auditor attends the meeting and is available to take questions on the preparation of the financial

statements and the auditors’ report.

The next Annual Shareholder Meeting for Investore is scheduled to be held on 27 June 2018, at the Pullman Hotel in Auckland.

STATUTORY DISCLOSURES

Disclosures of Interest

The general disclosures of interest made by Directors of the Board during the reporting period pursuant to section 140 and

section 211(e) of the Companies Act 1993, are shown in Table 5.

Table 5 — Interests Register Entries

Director

1

PositionCompany

Mike Allen

Director Godfrey Hirst NZ Limited

(Chairman)

Director Breakwater Consulting Limited

Director Canterbury Spinners Limited

DirectorChina Construction Bank (New Zealand) Limited

DirectorTainui Group Holdings Limited

DirectorWaikato-Tainui Fisheries Limited

DirectorTaumata Plantations Limited

Director Coats Group PLC

Director Johnston’s Coachlines (NZ) Limited

DirectorGo-Bus Transport Limited

DirectorGo Bus Limited

DirectorGo-Bus Holdings Limited

DirectorNgai Tahu Tainui Go Bus Holdings Limited

Kate Healy

Chief Operating Officer

Ngati Whatua Orakei Whai Rawa Limited


(

2

)

Director

Keystone Nominees Limited

(

2

)

National Councillor

Property Council New Zealand

(

2

)

Tim Storey

Chairman Stride Property Limited and Stride Investment Management Limited

Director Stride Holdings Limited

Director Diversified NZ Property Fund Limited

DirectorReading New Zealand Limited

DirectorReading Properties New Zealand Limited

DirectorReading New Lynn Limited

DirectorReading Dunedin Limited

DirectorFarming New Zealand Limited

DirectorFarming NZ Management Limited

DirectorProlex Limited

DirectorProlex Investments Limited

DirectorProlex Management Limited

ChairmanJustKapital Limited

DirectorJustKapital Litigation (NZ) Partners Limited

John Harvey

Director Stride Property Limited and Stride Investment Management Limited

DirectorStride Holdings Limited

Director

Port of Otago Limited

(

2

)

Director/ShareholderPomare Investments Limited

Chairman New Zealand Opera Limited

Director Kathmandu Holdings Limited

Director Heartland Bank Limited

Director

Chalmers Property Limited

(

2

)


Director

Ballance Agri-Nutrients Limited


(

2

)

1. The appointment of Gráinne Troute on 19 April 2018 was outside the reporting period.

2. Entries removed by notices given by Directors during the year ended 31 March 2018.

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The following declarations of interest were made pursuant to section 140(1) of the Companies Act 1993:

DirectorNature of Interest

Tim Storey An interest in the Bunnings Transaction between Stride Property Limited and Investore

Property Limited as Directors of both companies, which related to the purchase of three

Bunnings properties at Hamilton, Rotorua and Palmerston North for $78.5 million, which was

approved by Investore shareholders on 8 February 2018 and settled on 28 February 2018.

John Harvey

Directors of Subsidiary Companies

Investore Property Limited had no subsidiaries as at 31 March 2018.

Indemnity and Insurance

As permitted by Investore’s constitution, Investore has entered into a deed of access, indemnity and insurance to indemnify its

Directors for liabilities or costs they may incur for acts or omissions in their capacity as a Director to the extent permitted under

the Companies Act. The indemnity does not cover wilful default or fraud, criminal liability, liability for failure to act in good faith

and in the best interests of the relevant company, or liabilities that cannot be legally indemnified. Investore also has a Directors

and Officers liability insurance policy in place. Among other things, the Directors and Officers liability insurance policy excludes

cover for deliberate dishonesty, insider trading, fines and penalties (except for legally indemnifiable civil fines or civil penalties),

liability arising out of a breach of professional duty other than as a professional director, and liability for which the insured is

legally indemnified. During FY18, the Board authorised the placement of insurance in respect of Investore’s senior secured fixed

rate bond offer in accordance with the Companies Act and Investore’s Constitution.

Use of Company Information

No notices have been received by Investore under section 145 of the Companies Act with regard to the use of Investore’s

information received by Directors in their capacities as Directors of Investore.

Loans to Directors

There are no loans to the Directors of Investore.

Disclosures of Directors’ Interests in Share Transactions

In accordance with section 211(1)(e) of the Companies Act, there were no Directors’ interests in share transactions for Investore

in F Y18 .

Directors’ Interests in Shares

Directors disclosed the following relevant interests in Investore shares as at 31 March 2018:

DirectorRelevant interest held in ordinary shares

Mike Allen

25,000

Kate Healy

17,500

Tim Storey

31,638

John Harvey

31,368

Twenty Largest Registered Shareholders as at 31 March 2018 *

Name

Number of shares% of shares

Stride Property Limited

52,091,786 19.89

HSBC Nominees (New Zealand) Limited - NZCSD

19,660,3007.51

ANZ Wholesale Trans-Tasman Property Securities Fund – NZCSD

17,668,7406.74

Accident Compensation Corporation – NZCSD

13,399,1575.11

Forsyth Barr Custodians Limited

12,473,0994.76

JBWere (NZ) Nominees Limited

11,902,2104.54

National Nominees New Zealand Limited – NZCSD

11,574,2274.42

BNP Paribas Nominees (NZ) Limited – NZCSD

9,427,6323.60

Citibank Nominees (New Zealand) Limited – NZCSD

7,299,6982.78

BNP Paribas Nominees (NZ) Limited – NZCSD

6,567,5902.50

MFL Mutual Fund Limited – NZCSD

6,261,7692.39

ANZ Wholesale Property Securities – NZCSD

5,720,1402.18

Custodial Services Limited A/C 3

5,616,9252.14

ANZ Wholesale Australasian Share Fund – NZCSD

5,596,5042.13

FNZ Custodians Limited

4,485,9731.71

Generate KiwiSaver Public Trust Nominees Limited – NZCSD

3,231,7521.23

Custodial Services Limited A/C 2

2,912,1611.11

Custodial Services Limited A/C 4

2,824,6361.07

Tea Custodians Limited Client Property Trust Account - NZCSD

2,402,7480.91

HSBC Nominees (New Zealand) Limited A/C State Street - NZCSD

1,716,2000.65

Total

202,833,24777.48%

* Shares held by New Zealand Central Securities Depository Limited (NZCSD) are grouped under a single legal holding as reflected in the spread of equity security holders.

The 20 largest registered shareholders in the table above, shows the beneficial holder of the shares in the NZCSD register. Some numbers in the above table may not sum

due to rounding.

Substantial Product Holders

As at 31 March 2018, the names of all persons who are substantial product holders in Investore pursuant to sub-part 5 of part 5 of

the Financial Markets Conduct Act 2013, are noted below:

Date of substantial

security notice

Relevant interest

in the number

of shares

% of shares

held at date of notice

Stride Property Limited

12 June 201652,091,78619.89%

ANZ New Zealand Investments Limited

and related bodies corporate

2 June 201737,647, 96414.38%

Westpac Banking Corporation

and related bodies corporate

26 September 201715,822,9036.04%

Salt Funds Management Limited

24 October 201727,250,42410.41%

Accident Compensation Corporation

15 January 2018 13,565,2005.18%

The number of ordinary shares listed in the table are as per the last substantial product holder notice filed. As this notice is required to be filed only if the total

holding of a shareholder changes by 1% or more since the last notice filed, the number noted in this table may differ from that shown in the list of the 20 largest

shareholdings above.

INVESTORE PROPERTY LIMITED
|

ANNUAL REPORT 2018

|

STATUTORY DISCLOSURESINVESTORE PROPERTY LIMITED

|

ANNUAL REPORT 2018

|

STATUTORY DISCLOSURES

7978

Distribution of Ordinary Shares and Shareholdings as at 31 March 2018

*

Ticker IPL

Size of the holding

Number of

shareholders

% of

shareholders

Number of

ordinary shares

% of

ordinary shares

1 to 499

2033.6662,2290.02

500 to 999

3776.80272,8780.10

1,000 to 1,999

98117.691,445,2470.55

2,000 to 4,999

1,56528.215,004,5751.91

5,000 to 9,999

1,18421.348,155,8833.12

10,000 to 49,999

1,09219.6920,322,4167.76

50,000 to 99,999

801.445,274,0092.01

100,000 to 499,999

480.877,471,2922.85

500,000 to 999,999

60.114,114,9321.57

1,000,000 and over

110.20209,648,37280.09

Totals

5,547100%261,771,883100%

Distribution of Holders of Listed Bonds as at 30 April 2018

*

Security Code IPL010

Size of the holding

Number of

bondholders % of bondholders

Issued

bonds ($)

% of

issued bonds

5,000 to 9,999

617.53325,0000.33

10,000 to 49,999

58972.7211,606,00011.61

50,000 to 99,999

9611.855,685,0005.69

100,000 to 499,999

526.427,791,0007.79

500,000 to 999,999

30.371,828,0001.83

1,000,000 and over

91.1172,765,00072.77

Totals

810100%100,000,000100%

*Some numbers in the above tables may not sum due to rounding

Donations

Investore made no donations in the year ended 31 March 2018.

Credit Rating

As at the date of this Annual Report, Investore does not have a credit rating.

Exercise of NZX Disciplinary Powers

The NZX did not exercise any of its powers under Listing Rule 5.4.2 in relation to Investore during FY18.

Auditor’s Fees

As noted, PwC has continued to act as auditor for Investore and the amount payable by Investore to PwC, and audit fees

and non-audit work fees undertaken in respect of FY18, are set out in Note 4 to the Financial Statements on page 33 of the

Annual Report.

NZX Waivers

The following waivers from the Listing Rules were granted and/or relied on by Investore during the 12 months to 31 March 2018.

A copy of these waivers is available at www.nzx.com/companies/IPL

• Listing Rule 1.8.6

Listing Rule 1.8.6, such that Investore is not an Associated Person of SIML pursuant to Listing Rule 1.8.5 and therefore,

Investore is not a Related Party of SIML (as these terms are defined in the Listing Rules).

• Listing Rules 3.3.5 to 3.3.15

Listing Rules 3.3.5 to 3.3.15 stipulate certain requirements in relation to the appointment, removal and rotation of Directors.

A waiver from Listing Rules 3.3.5 to 3.3.15 was granted to the extent that SIML, as the Manager of Investore, has exercised its

right to appoint two Directors (the SIML appointed Directors). This waiver is subject to a number of conditions, including that:

– The Chairman of the Board is independent and has a casting vote on any Board resolutions;

– Investore is not permitted to count any votes cast by SPL (and its Associated Persons (as defined in the Listing Rules)

(other than votes cast by a Director in respect of shares owned or held in their personal capacity)) on the election or

removal of the Independent Directors; and

– That this waiver be disclosed as a part of Investore’s offer documents and half-year and annual reports.

This waiver was requested and granted to ensure that SIML, whilst it is the Manager of Investore, is able to have influence

over the strategic direction of Investore by being able to appoint two (but not less than two) Directors and to remove any

such Director and appoint another in their place. The SIML appointed Directors are not required to retire by rotation under

Listing Rule 3.3.11.

An issuer which does not comply with all of the requirements of the NZX Listing Rules may be granted listing with the

designation “Non- Standard” or “NS”. A term of the waiver granted to Investore to permit SIML to have the right to appoint

two Directors was that Investore would be given a Non-Standard Designation upon its listing and the quotation of its shares.

• Listing Rule 3.4.3

Listing Rule 3.4.3 limits the ability of Directors to vote on matters in which they are “interested” for the purposes of the

Companies Act. A waiver from Listing Rule 3.4.3 was granted to permit the SIML appointed Directors to vote on matters in which

they are “interested” solely due to their directorship of both Investore and SIML. This waiver is subject to the conditions that:

– The Chairman of the Board is independent and has a casting vote on any Board resolutions;

– SIML appointed Directors be identified in offer documents, half-year and annual reports;

– That each Director certify to NZX Regulation that any Board resolution that they approve will be in the best interests of

Investore; and

– That this waiver be disclosed as a part of Investore’s offer documents and half-year and annual reports.

This waiver was requested, and granted, to ensure that SIML appointed Directors were not restricted from voting on Investore

Board resolutions solely due to being directors of SIML.

• Listing Rule 9.2.1

Listing Rule 9.2.1, to the extent required to allow Investore to enter into a variation of the Management Agreement with SIML,

to reflect the proposed appointment of a third Independent Director, without obtaining shareholder approval to the variation

of the Management Agreement.

Directors’ Statement

This Annual Report is dated 28 May 2018 and is signed for and on behalf of the Board of Directors of Investore Property Limited by:

MIKE ALLEN

Chairman

KATE HEALY

Director,

Chair of the Audit and Risk Committee

INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
80

BOARD OF DIRECTORS

Mike Allen

John Harvey

Kate Healy

Tim Storey

Gráinne Troute

REGISTERED OFFICE

Level 12, 34 Shortland Street

Auckland 1010, PO Box 6320,

Wellesley Street, Auckland 1141,

New Zealand

W investoreproperty.co.nz

SHARE REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road,

Takapuna, Private Bag 92119

Victoria Street West

Auckland 1142

T +64 9 488 8777

F +64 9 488 8787

E enquiry@computershare.co.nz

MANAGER

Stride Investment Management Limited

Level 12, 34 Shortland Street

Auckland 1010

PO Box 6320, Wellesley Street

Auckland 1141, New Zealand

T +64 9 912 2690

LEGAL ADVISERS

Bell Gully

Level 21, Vero Centre

48 Shortland Street

PO Box 4199, Auckland 1140

BANKERS

ANZ Bank New Zealand Limited

Bank of New Zealand

Commonwealth Bank of Australia

Westpac New Zealand Limited

AUDITOR

PricewaterhouseCoopers

PricewaterhouseCoopers Tower

Level 22, 188 Quay Street

Private Bag 92162, Auckland 1142

CORPORATE DIRECTORY

FY19 CORPORATE CALENDAR FOR INVESTORE

FY18 Annual Results


FY18 Annual Report

Released

FY18 Q4 Dividend

Announcement

Annual Shareholder

Meeting – 27 June

FY19 Q1 Dividend

Announcement

F Y19 Half

Year Results

Announcement


FY19 Q2 Dividend

Announcement

FY19 Q3 Dividend

Announcement

20182019

MAYJUNAUGNOVFEB

Investore Property Limited
Level 12 , 34 Shortland Street

Auckland 1010

PO Box 6320

Wellesley Street

Auckland 1141, New Zealand


+ 64 9 912 2690

investoreproperty.co.nz

---

ANNUAL RESULTS
FOR THE YEAR ENDED

31 MARCH 2018

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
AGENDA & CONTENTS

Page

Welcome

Philip Littlewood –SIML Chief Executive Officer

Highlights3

Financial Performance7

Jennifer Whooley –SIML Chief Financial Officer

Capital Management11

Portfolio Strategy and Overview14

Philip Littlewood –SIML Chief Executive Officer

Development and Acquisitions19

Conclusion23

Appendix25

2

HIGHLIGHTS

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
HIGHLIGHTS

4

1.Distributable profit is a non-GAAP measure and consists of net 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 currenttax.

Further information, including the calculation of distributable profit and the adjustments to net profit before income tax,is set out in note 6 to the financial statements for the year ended 31 March 2018 (FY18).

Note: Values above are calculated based on the audited numbers in the financial statements for 2018 and the forecast numbers contained in the Product Disclosure Statement issued by Investore Property Limited (Investore) on 10 June 2016 and associated

information published on the online register maintained by the Companies Office and the Registrar of Financial Service Providerson 10 June 2016 in connection with Investore’s initial public offering (IPO) and may not sum accurately due to rounding.

FINANCIAL PERFORMANCE

•Net rental income of $44.5m ($44.0m) up $0.6m

•Corporate expenses of $5.8m ($5.5m) up $0.3m

•Profit before other income and income tax of $26.8m ($25.8m)

up $1.0m

•Profit after income tax of $46.2m ($19.2m) up $27.0m

•Distributable profit¹ before current income tax of $26.0m ($25.4m)

up $0.6m

•Distributable profit after current income tax of $20.5m ($20.4m)

up $0.1m

•Annual cash dividend 7.46cps for FY18

•1.88cps cash dividend for quarter ended 31 March 2018

Profit after income tax

$46.2m, up $27.0m on

forecast

Distributable profit after

current income tax

$20.5m, up $0.1m on

forecast

Annual cash dividend for

FY18

7.46cps

(Prospective Financial Information forecast figures in brackets)

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
HIGHLIGHTS

5

1.The valuation of all properties disposed of during the 12 months from 1 April 2017 have been disregarded in this calculation.As at 31 March 2017, the portfolio was valued at $660.4m.

2.Contract rental is the 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 31 March 2018, annualised for the 12 month period on the basis of the occupancy level for the relevant

property as at 31 March 2018, and assuming no default by the tenant.

PORTFOLIO

•Total portfolio value $738.3m ($660.4m), a net valuation gain

1

of 3.3%.

•Net Tangible Assets (NTA) backing per share of $1.64 ($1.55)

•Weighted average lease term (WALT) 13.1 years (14.3 years)

•FY19 expiries at 2.9%, FY20 expiries at 1.1% of portfolio contract rental

2

•Occupancy at 99.9% (99.8%)

TRANSACTIONS

•Acquisition of adjoining properties at 6 & 8 and 12 Heaton Street, Timaru for $1.4m

•Three Bunnings operated properties in Hamilton, Rotorua and Palmerston North acquired for

$78.5m at an initial yield of 6.13% from Stride Property Limited

•Fresh Choice, Queenstown, and Countdown, Hornby, Christchurch disposed of for $32.6m

(before disposal costs) in aggregate,11.3% premium to aggregate book value

CAPITAL MANAGEMENT

•Loan to value ratio (LVR) 41.6% (39.5%)

•The Board has reviewed the LVR target and has set a policy of a maximum 48% LVR ratio

•$100m six year fixed rate bond offer launched March 2018, issued 18 April 2018

GOVERNANCE

•Gráinne Troute, third Independent Director, appointed 19 April 2018

NTA per share

$1.64

Occupancy

99.9%

FY19 lease expiries

2.9%

Bond issue

$100m

(Prior year FY17 figures in brackets)

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
6

DELIVERY OF STRATEGY

2015

Investore

established

by Stride Property

Limited with a

specialised large

format format retail

portfolio

2016

2017

OCT

NOV

JUN

JUL

Investore listed

on NZX, $185m

capital raised

Acquired 14 further

large format retail

properties

SEP

Acquired 19

large format

retail properties

FEB

Animates

Invercargill

development

completed

JUL

NOV

Acquired Timaru

properties, adjacent to

existing property, providing

a future development

opportunity

2018

FEB

Acquired three

Bunnings operated

propertiesfor $78.5m,

with 2.5% p.a. rental uplift for

an initial 12 year lease

period

MAR

APR

Sale completed for

two supermarket

premises (Countdown in

Hornby, Christchurch and Fresh

Choice in Queenstown)

for an aggregate of $32.6m

$100m bonds

issuedwith interest

rate of 4.40% p.a.

Mitre 10 Mega

Botany

premises

extension

anticipated

completion late 2018

2019

Phase 1 Strategy: Portfolio Establishment

Phase 2 Strategy: Portfolio Optimisation & Capital Management

APR

Acquired 6

large format

retail properties

FINANCIAL PERFORMANCE

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
FINANCIAL PERFORMANCE

8

1.Other income/(expenses) includes net change in fair value of investment properties; 2018 Actual $23.1m and 2018 Prospective BaseCase ($0.6m). The 2018 Actual also includes gain on disposal of investment properties of $2.9m. The 2018 Prospective Base Case had

assumed no increase in the portfolio value and no property disposals.

Note: Values in the table above are calculated based on the audited numbers in the financial statements for 2018 and the forecast numbers contained in the Product Disclosure Statement issued by Investore on 10 June 2016 and associated information publishedon the online

register maintained by the Companies Office and the Registrar of Financial Service Providers on 10 June 2016 in connection with Investore’s IPO and may not sum accurately due to rounding.

2018

Actual

$m

2018

Prospective

Base Case

$m

Change

$m%

Net rental income44.544.0+0.6+1.4

Corporate expenses(5.8)(5.5)(0.3)(5.9)

Profit before net finance expenses, other income/(expenses) and income tax38.738.4+0.3+0.7

Net finance expenses(11.9)(12.7)+0.7+5.7

Profit before other income/(expenses) and income tax26.825.8+1.0+3.9

Other income/(expenses)

1

26.1(0.6)+26.6+4,586.7

Profit before income tax52.925.2+27.6+109.7

Income tax expense(6.7)(6.0)(0.7)(10.9)

Profit after income tax attributable to shareholders46.219.2+27.0+140.7

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
DISTRIBUTABLE PROFIT

1

9

1.Distributable profit is a non-GAAP measure and consists of net 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 currenttax. Further

information, including the calculation of distributable profit and the adjustments to net profit before income tax,is set out in note 6 to the financial statements for the year ended 31 March 2018.

Note: Values in the table above are calculated based on the audited numbers in the financial statements for 2018 and the forecast numbers contained in the Product Disclosure Statement issued by Investore on 10 June 2016 and associated information publishedon the online

register maintained by the Companies Office and the Registrar of Financial Service Providers on 10 June 2016 in connection with IPO and may not sum accurately due to rounding.

2018

Actual

$m

2018

Prospective

Base Case

$m

Change

$m%

Profit before income tax

52.925.2+27.6+109.7

Non-recurring and non-cash adjustments:

-Net change in fair value of investment properties

(23.1)0.6(23.7)(4,081.9)

-Gain on disposal of investment properties

(2.9)-(2.9)(100.0)

-Spreading of fixed rental increases

(1.0)(0.6)(0.4)(73.7)

-Refinancing cost amortisation

0.30.20.1+33.0

Distributable profit before current income tax

26.025.4+0.6+2.5

Current tax expense

(5.5)(5.0)(0.5)(10.1)

Distributable profit after current income tax

20.520.4+0.1+0.6

Adjustments to funds from operations:

-Maintenance capitalexpenditure

(2.0)

Adjusted Funds From Operations (AFFO)

18.5

Weighted average number of shares (millions)

261.8

Basic and diluted distributable profit after current income tax per share

-weighted(cents)7.85

AFFO basic and diluted distributable profit after current income taxper share

-weighted(cents)7.07

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
FINANCIAL SUMMARY

10

1.Excludes the after tax fair value of interest rate derivatives.

As at

31 Mar 2018

Actual

As at

31 Mar 2017

Actual

Property value ($m)738.3660.4

Bank debt drawn ($m)307.4261.0

Bank loan to value ratio41.6%39.5%

Equity ($m)429.1405.0

Shares on issue (millions)261.8261.8

NTA per share$1.64$1.55

AdjustedNTA¹ per share$1.64$1.54

CAPITAL MANAGEMENT

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
CAPITAL MANAGEMENT –DEBT FACILITIES

12

1.$100m of Investore’s bank facilities were repaid and cancelled subsequent to the $100m bond issuance on 18 April 2018.

2.Due to the material nature of the transaction, Investore’s debt position post issuance of the $100m bond on 18 April 2018 hasalso

been presented.

3.The unexpired leased term in a property or portfolio, assuming the property or portfolio is fully leased. This is weighted bythe

income applicable to each lease and a current market rental with nil term for vacant space.

Debt covenants

Loan to Value Ratio

(Bank Debt / Property Values)

Covenant: ≤ 65%

41.6%39.5%

Interest Cover Ratio

(EBIT / Interest and Financing Costs)

Covenant:≥ 1.75x

3.2x3.4x

Weighted Average Lease Term

3

Covenant:> 6.0 years

13.1

years

14.3

years

Debt facilities

Post

Bond

issue

2

As at

31 Mar

2018

As at

31 Mar

2017

Debt facility limit (ANZ, BNZ,

CBA, Westpac) plus $100m bond

1

$370m$370m$370m

Debt facilities drawn

1

$309m$307m$261m

$65m

$40m

$165m

$100m

$100m

$0m

$40m

$80m

$120m

$160m

$200m

Debt maturity profile

1

IPL bankIPL bondCancelled facility

Key transactions

▪Net debt movement +$46m resulting from five property

acquisitions and two disposals

▪Approximately $63m of banking facility headroom

▪Inaugural bond issue -$100m six year bond, resulting in

improved diversification of funding sources –32.5% of drawn

debt from non-bank funding and longer tenor –average debt

facility maturity of 3.5 years (2.1 years pre-issuance as at 18 April

2018)

▪Further debt refinancing planned to occur during FY19

At listing, the Board set a target LVR ratio of approximately 48%. The

Board has reviewed this target and has set a policy of a maximum 48%

LVR ratio

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
CAPITAL MANAGEMENT –COST OF DEBT

13

1.Due to the material nature of the transaction, Investore’s debt position post issuance of the $100m bond on 18 April 2018 hasalso

been presented.

Cost of debt

Post

Bond

issue

1

As at

31 Mar

2018

As at

31 Mar

2017

Weighted average cost of debt

(incl. active interest rate hedging,

margins & line fees)

4.39%4.25%4.40%

Weighted average fixed interest rate

(excl. margins & line fees)

2.58%2.48%2.42%

Weighted average fixed interest rate

maturity (incl. bond, active and

forward starting swaps)

4.0 years3.3 years3.8 years

% of drawn debt fixed99%75% 84%

2.00%

2.20%

2.40%

2.60%

2.80%

3.00%

3.20%

3.40%

3.60%

-

$50m

$100m

$150m

$200m

$250m

$300m

$350m

31-Mar-1831-Mar-1931-Mar-2031-Mar-2131-Mar-2231-Mar-23

Fixed rate interest profile

Key transactions

▪$100m fixed rate six year bonds issued 18 April 2018 at a rate of

4.40% p.a.

▪$25m six year forward, fixed-to-floating interest rate swap entered

into commencing 18 April 2018

▪$30m of floating-to-fixed interest rate swap entered into in FY18.

With weighted average interest rate of 2.73% and weighted average

tenor of 5.5 years

▪$20m of interest rate swaps expired in FY18, at a weighted average

interest rate of 2.18%

PORTFOLIO OVERVIEW

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
15

Portfolio strategy

✓Acquisition of properties adjacent to existing Investore properties

to allow opportunities for future development, or development of

existing properties at a tenant’s request

✓Continued focus on owning properties that have key

characteristics of long lease terms, nationally recognised and

quality tenants, and have a high occupancy rate

✓Selective acquisitions which enhance geographical and/or tenant

diversification, and considered divestments to maintain balance

sheet capacity

ADJACENT PROPERTY ACQUISTION

AND DEVELOPMENTS

HIGH OCCUPANCY, NATIONALLY

RECOGNISED RETAILERS AND

LONG LEASE TERMS

CONTINUED PORTFOLIO

OPTIMISATION THROUGH SELECTED

TRANSACTIONS

PORTFOLIO STRATEGY AND OVERVIEW

Overview

As at

31 Mar 2018

Number of properties40

Number of tenants78

Net Lettable Area (m

2

)209,980

Occupancy Rate (byarea)99.9%

WALT

1

(years)13.1

Portfolio Value ($m)738.3m

1. Weighted Average Lease Term (WALT).

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
LEASE EXPIRY PROFILE

16

1.Represents the scheduled expiry for each lease, excluding any rights of renewal that may be granted under each lease, for theentire portfolio as at 31 March 2018, as a percentage of contract rental.

2.Contract rental is the 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 31 March 2018, annualised for the 12 month period on the basis of the occupancy level for the relevant

property as at 31 March 2018, and assuming no default by the tenant.

Note: Numbers in the above chart may not sum accurately due to rounding.

PORTFOLIO LEASE EXPIRY PROFILE¹

BY CONTRACT RENTAL

2

As at 31 March 2018

81% OF PORTFOLIO CONTRACT

RENTAL > 10 YEARS EXPIRY

FY19

•2.9% of contract rental expiring in FY19

•Major expiry -Countdown, corner Anglesea &

Liverpool Streets, Hamilton, equating to 1.8% of

contract rental

FY20

•1.1% of contract rental expiring in FY20

•Major expiry -Animates, 226 Great South Road,

Auckland equating to 0.7% of contract rental

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
PORTFOLIO OCCUPANCY

1

99.9%

17

1. Calculated as the leased area as a proportion of the total net lettable area.

Property

As at 31 Mar 2018

Occupancy (%)

Vacancy (m

2

)

Total area (m

2

)

3 -7 Mill Lane, Warkworth

98.0 763,815

Corner Hanson Street, John Street & Adelaide Road, Wellington

98.7644,881

Other

100.00201,284

Total

99.9140209,980

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
PORTFOLIO DIVERSIFICATION

18

Tenant diversification

•Acquisition of three Bunnings operated properties and

divestment of two supermarkets enabled Investore to improve

its tenant diversification

•Countdown reduced from 82% of contract rental to 73% as at

31 March 2018

Geographic diversification

•56% of contract rental from main centres versus 44% from

regional centres

•77% North Island and 23% South Island

Geographic diversification by Contract Rental

1

As at 31 March 2018

Tenant diversification by Contract Rental

1

As at 31 March 2018

1.Contract rental is the 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 31 March 2018, annualised for the 12 month period on the basis of the occupancy level for the relevant property as

at 31 March 2018, and assuming no default by the tenant.

DIVERSIFICATION IMPROVING WITH

ACTIVE MANAGEMENT

DEVELOPMENT AND ACQUISITIONS

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
DEVELOPMENT PROJECT

20

MITRE 10 MEGA, CORNER TE IRIRANGI DRIVE & BISHOP DUNN PLACE, AUCKLAND

•$2.76m premises extension for tenant Mitre 10 Mega, with anticipated completion late 2018

•Additional 1,300m² of net lettable area consisting of an extension to the trade warehouse, new inwards goods area and canopy

•12 year lease agreed with Mitre 10 Mega which will commence on completion

•Estimated valuation on completion of $33.6m, equating to a gross valuation increase of +$16.4m when compared to 31 March 2016valuation of

$17.2m (valuation prior to transaction being agreed with Mitre 10 Mega)

Mitre 10 Mega, Corner Te Irirangi Drive & Bishop Dunn Place, Auckland

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
ACQUISITIONS

BUNNINGS HAMILTON, ROTORUA AND

PALMERSTON NORTH, PURCHASED FOR

$78.5M AT AN INITIAL YIELD OF 6.13%

•100% occupancy

•Long WALT of 11.7 years as at 31 March 2018

•Dependable income streams, with net rental of $4.81m pa with a

fixed 2.5% p.a. rental uplift

•Provides a further retail format and tenant mix to the portfolio

21

Corner Tremaine Avenue

and Railway Road,

Palmerston North

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
ASSET MANAGEMENT INITIATIVE

ADJOINING PROPERTIES ACQUISITIONS

•12 Heaton Street, Timaru, for $0.4m

•6 & 8 Heaton Street, Timaru, for $1.0m

•Properties located immediately adjacent to existing Countdown property

•Opportunity to develop further complementary retailers, increasing overall customer demand

1.12 Heaton Street

2.6 & 8 Heaton Street

3.Opportunity for area to be redeveloped

4.Timaru Countdown

5.The Warehouse (not owned by IPL)

CONCLUSION

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
CONCLUSION

24

EXECUTION OF STRATEGY

Completion of Investore’s foundational phases

1.Portfolio establishment

•Investore listed on NZX as a specialised large format retail portfolio, $185m capital

raised

2.Portfolio optimisation and capital management

•Acquisition of three Bunnings operated properties in Hamilton, Rotorua and

Palmerston North for $78.5m

•Acquisition of adjoining properties at 6 & 8 and 12 Heaton Street, Timaru

•Disposal of two properties provides balance sheet capacity for future initiatives

•Mitre 10 Mega, corner Te Irirangi Drive & Bishop Dunn Place, Auckland,

development commenced subsequent to balance date

•Bond issuance programme increases tenor of financing and diversifies funding

sources

DELIVERY OF PERFORMANCE

•Aggregate distributable profit after current tax for FY17 and FY18 +1.5% higher than

forecast

•Net Tangible Assets up $45.6m on forecast

OUTLOOK

•Acquisition and development of adjacent properties for complementary services

•Selective transactions to enhance portfolio returns and diversification

•Targeting annual cash dividend for FY19 of 7.46cps

Three Bunnings operated

properties acquired

$78.5m

Disposal of two properties for

$32.6m

Bond issue

$100m

Targeting annual cash

dividend for FY19

7.46cps

APPENDIX

Investore Property Limited –Annual Results Presentation for the year ended 31 March 2018
APPENDIX

26

1.Net Contract Rental has been adjusted to include building manager’s fees of $0.4m. In the financial statements these costs have been disclosed within the management fees expense in the Statement of Comprehensive Income.

$43.4m

$4.9m

$0.2m

$0.5m

($0.4m)

1

$0.1m

($1.8m)

$46.9m

As at 31-Mar-17AcquisitionsDevelopmentsRent

reviews

Building

manager's fees

OtherDivestmentsAs at 31-Mar-18

Net Contract Rental

$660.4m

$79.4m

$3.7m

$1.0m

($29.3m)

$23.1m

$738.3m

As at 31-Mar-17AcquisitionsCapital

Expenditure

Stepped RentalDisposalsRevaluationAs at 31-Mar-18

Investment Properties

ANNUAL RESULTS
FOR THE YEAR ENDED

31 MARCH 2018

Important Notice: The information in this presentation is an overview and does not contain all information

necessary to make an investment decision.It is intended to constitute a summary of certain information relating

to the performance of Investore for the year ended 31 March 2018. Please refer to Investore’s Annual Report

2018 for further information in relation to the year ended 31 March 2018. The information in this presentation

does not purport to be a complete description of Investore. In making an investment decision, investors must

rely on their own examination of Investore, including the merits and risks involved. Investors should consult with

their own legal, tax, business and/or financial advisors in connection with any acquisition of securities.

No representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any

statements, estimates or opinions or other information contained in this presentation, any of which may change

without notice. To the maximum extent permitted by law, Investore, Stride Investment Management Limited and

their respective directors, officers, employees, agents and advisers disclaim all liability and responsibility

(including without limitation any liability arising from fault or negligence on the part of Investore, Stride

Investment Management Limited and their respective directors, officers, employees, agents and advisers) for

any direct or indirect loss or damage which may be suffered by any recipient through use of or reliance on

anything contained in, or omitted from, this presentation.

This presentation is not a product disclosure statement or other disclosure document.

Thank you

Level 12, 34 Shortland Street

Auckland 1010, New Zealand

PO Box 6320, Wellesley Street

Auckland 1141, New Zealand

P+64 9 912 2690

Winvestoreproperty.co.nz

---

¹

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

x

whether:

InterimYear

x

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security*Payment

(does not include any excluded income)

Excluded income per security*

Notes: *

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies*

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FWP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

12 June 201819 June 2018

$

$NZ$0.002420

$4,921,310

Date Payable

19 June 2018

In dollars and cents

Retained Earnings

$0.013716

$0.005084

$$0.005334

Ordinary Shares of Investore Property LimitedNZIPLE0001S3

Enter N/A if not

applicable

EMAIL: announce@nzx.com

Notice of event affecting securities

1

Investore Property Limited

2805

Jennifer WhooleyDirectors' Resolution

09 912 269009 912 26932018

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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