Investore Property Limited – FY18 Annual Results
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
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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
$0.1m
13.1 yrs
INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
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INVESTORE PROPERTY LIMITED | ANNUAL REPORT 2018
4
RESULTS OVERVIEW
2018
Audited
($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
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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.
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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
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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
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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
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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
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INDEPENDENT AUDITOR’S REPORTINVESTORE PROPERTY LIMITED
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ANNUAL REPORT 2018
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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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ANNUAL REPORT 2018
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INDEPENDENT AUDITOR’S REPORTINVESTORE PROPERTY LIMITED
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INDEPENDENT AUDITOR’S REPORT
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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
INVESTORE PROPERTY LIMITED
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ANNUAL REPORT 2018
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CORPORATE GOVERNANCEINVESTORE PROPERTY LIMITED
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ANNUAL REPORT 2018
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CORPORATE GOVERNANCE
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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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CORPORATE GOVERNANCEINVESTORE PROPERTY LIMITED
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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
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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
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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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