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GMT Managed Investment Scheme Annual Report

Annual Report9 August 2018GNZReal Estate

Goodman
Property

Tr u s t

Managed Investment Scheme

Annual Report 2018

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

This Annual Report has been prepared for the purposes of the Financial Markets Conduct Regulations 2014

and is distinct from the Annual Report prepared in compliance with the NZX Listing Rules.

Contents

Details of the Scheme 1

Description of the Scheme 1

Information on composition of the Scheme 1

Changes relating to the Scheme 2

Financial condition and performance of the Scheme 3

Fees 4

Scheme property 6

Changes to persons involved in the Scheme 7

How to find further information 7

Contact details and complaints 8

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

1

Details

of the Scheme

The scheme is the Goodman Property Trust

(“Scheme” or “GMT”) which is a managed

investment scheme for the purposes of

the Financial Markets Conduct Act 2013

( “FMCA” ) .

The Manager of the Scheme is Goodman

(NZ) Limited and the Supervisor is Covenant

Trustee Services Limited.

A Product Disclosure Statement has not

been prepared for the Scheme as no

regulated offers of units have been made

pursuant to the FMCA.

The Scheme’s latest financial statements

and the auditor’s report for those

statements were lodged with the Registrar

on 17 July 2018.

Units in the Scheme are listed on the NZX

with the code of GMT.

Description

of the Scheme

The Scheme owns, develops and manages

commercial property and business real

estate space located in Auckland and

Christchurch.

The Scheme is a unit trust established

on 23 April 1999 under the Unit Trusts

Act 1960.

Information

on composition of the Scheme

This Annual Report covers the accounting

period from 1 April 2017 to 31 March 2018.

The number of managed investment

products, being units in the Scheme,

(“Units”) on issue at the start of the

accounting period was 1,280,222,885.

The number of Units on issue at the end of

the accounting period was 1,287,781,937.

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

2

Changes relating

to the Scheme

Material changes to the nature of the Scheme, the Scheme property, or the management

of the Scheme over the accounting period are as follows:

Statement of Investment

Policies and Objections (SIPO)

The SIPO was lodged on 16 November

2016. There have been no changes to

the SIPO since it was lodged.

Trust Deed

There have been no amendments to

the Trust Deed during the period from

1 April 2017 to 31 March 2018.

A copy of the supplemental deed which

amended GMT’s Trust Deed with effect

from 14 November 2016 is available on

the Corporate Governance section of the

Goodman Property Trust Website at

www.goodman.com/nz. It is also available

on the Disclose Register accessible on

the Companies Office website (https://

www.companiesoffice.govt.nz/disclose).

Related party transactions

During the period 1 April 2017 to

31 March 2018 there was no change

to the nature and scale of related party

transactions.

There were no related party transactions

that were not on arm’s-length terms.

Further details of the related party fees

paid by GMT to Goodman (NZ) Limited

and Goodman Property Services (NZ)

Limited (“GPSNZ”) can be found in the

financial statements for GMT which have

been lodged with the Registrar.

During the period from 1 April 2017 to

31 March 2018 there have been no material

changes to:

(d) “terms of offer”; and

(e) “valuation and pricing methodologies”

in relation to GMT.

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

3

Financial condition

and performance of the Scheme

The successful execution of the Scheme’s asset sales programme and the reallocation

of capital into its growing development pipeline is focusing investment in the strongly

performing Auckland industrial market. This strategy is strengthening the balance sheet

and contributing to GMT’s strong financial and operational results.

Highlights include:

+ Operating earnings

1

of $119.1 million

before tax or 9.25 cents per unit,

compared to $121.7 million achieved

in the previous period.

+ Cash distributions of 6.65 cents per unit,

representing around 95% of GMT’s cash

earnings

2

of 6.99 cents per unit.

+ A statutory profit of $207.2 million before

tax (including look-through

3

valuation

gains of $106.3 million), compared to

$220.5 million (including look-through

valuation gains of $114.7 million)

previously.

+ Contracted asset sales of $243.9 million,

with a further $323.9 million conditionally

sold post balance date.

+ Commencement of seven new

development projects with a total project

cost of $164.8 million.

+ Greater balance sheet capacity with a

look through loan to value ratio

4

of 25.0%,

expected to reduce to less than 20%

after settlement of all contracted sales.

+ Extension to the retail bond programme,

with two $100 million issues.

+ A 6.5% increase in net tangible assets,

from 130.4 cents per unit, to 138.9 cents

per unit at 31 March 2018.

As at 31 March 2018 the Scheme had

total current assets of $360.1 million, total

non-current assets of $2,359.4 million and

total liabilities of $925.8 million (net assets

of $1,793.7 million).

Total comprehensive income for the

12 month period to 31 March 2018 was

$194.0 million, and total distributions

relating to the period to Unit holders were

$85.5 million, representing 6.65 cents

per Unit.

Total comprehensive income for the

12 month period to 31 March 2017 was

$213.8 million, and total distributions

relating to the period to Unit holders were

$85.0 million, representing 6.65 cents

per Unit.

Total distributions of 6.65 cents per Unit are

expected to be maintained for the 12 month

period to 31 March 2019.

You can find a copy of the Scheme’s

financial statements, including information

on distributions made by the Scheme on the

Disclose register at www.companies.govt.

nz/disclose, scheme number SCH11225.

1

Operating earnings is a non-GAAP financial measure

included to provide an assessment of the performance

of GMT’s principal operating activities. Calculation of

operating earnings is set out in GMT’s Profit or Loss

statement. This can be found in GMT’s Annual Report

prepared in compliance with the NZX Listing Rules.

2

A non-GAAP measure of free cash flow that adjusts

operating earnings after tax for interest costs capitalised

to development land and maintenance related capital

expenditure. The calculation is set out on page 50 of

GMT’s Annual Report prepared in compliance with the

NZX Listing Rules.

3

A non-GAAP measure that includes GMT’s proportionate

share of Wynyard Precinct Holdings Limited, the joint

venture with GIC that owns the VXV Portfolio.

4

Refer to note 3.5 of GMT’s financial statements for further

information. This can be found in GMT’s Annual Report

prepared in compliance with the NZX Listing Rules.

Further information on the financial result is provided in

GMT’s Annual Report at: www.goodmanreport.co.nz.

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

4

Fees

The following fees and expenses were charged in respect of the Scheme in dollars and as a

percentage of Scheme’s net assets for the 12 month period to 31 March 2018.

Fees and Expenses Description

Val u e

($ million)

As percentage

of Scheme’s

net assets.

1


Valuation fees0.60.03

Auditor’s fees0.20.01

Trustee fees0.30.02

Other costs1.50.08

Fees/expenses charged by other persons2.60.14

Manager’s base fee (reinvested in Units in accordance

with the provisions of GMT’s Trust Deed)9.40.52

Manager’s performance fee– –

Property management fees3.50.2

Leasing fees2.00.11

Acquisition and disposal fees0.30.02

Minor project fees0.70.04

Development management fees4.90.27

Fees charged by the Manager and its associated persons20.81.16

Total Fees and Expenses23.41.30

1

The net assets of the Scheme as at 31 March 2018 were $1,793.7 million.

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

5

Any performance below the target return is

carried forward indefinitely to future periods.

GMT will not earn a performance fee on any

performance in excess of the target return

plus 5% per annum. Any performance over

that cap will be carried forward indefinitely

to future periods (except in a period in

which GNZ ceases to hold office, or GMT

terminates). No performance fee is payable

for any year where GMT’s performance is

less than 0%, however, any under or over

performance is carried forward indefinitely

to future periods.

The Manager is required to use performance

fee proceeds to reinvest in GMT units in

accordance with the terms of the Trust

Deed. The issue price for these units is

equal to the higher of market price and the

net asset value per unit.

At 31 March 2018 a performance fee

deficit of $1.1 million (2017: deficit of

$16.0 million) was carried forward to

include in the calculation to determine

whether a performance fee is payable in

future periods.

Property management fees

Property management fees are paid to

GPSNZ for day to day management of

properties.

Leasing fees

Leasing fees are paid to GPSNZ for

executing leasing transactions.

Acquisition and disposal fees

Acquisition and disposal fees are paid to

GPSNZ for executing sale and purchase

agreements.

Minor project fees

Minor project fees are paid to GPSNZ

for services provided to manage capital

expenditure projects for stabilised

properties.

Development management fees

Development management fees are

paid to GPSNZ for services provided to

manage capital expenditure projects for

developments.

Reimbursement of expenses

for services provided

Certain services are provided by GPSNZ in

lieu of using external providers. Fees and

expenses can only be charged to GMT by

the Manager and GPSNZ in accordance

with the terms of the service arrangements

and/or the GMT Trust Deed.

Any change to the service arrangements

and the GMT Trust Deed requires the

approval of the Supervisor (or in certain

circumstances, Unit holders) and would be

advised to Unit holders via the NZX.

For more information in respect to the

Fees, please refer to the Scheme’s financial

statements, on the Disclose register at

www.companies.govt.nz/disclose, scheme

number SCH11225.

A summary of the fees payable can be found

in the corporate governance section of the

GMT website.

Fees continued

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

6

Scheme property

The table below contains the assets of the Scheme extracted from the balance sheet as at

31 March 2018 and 31 March 2017:

$ million

20182017

Non-current assets

Stabilised properties 2,043.52,025.7

Developments 67.548.9

Land 120.0174.7

Investment in joint venture 114.370.7

Derivative financial instruments 8.918.9

Other Investments –12.0

Deferred tax assets 5.23.7

Total non-current assets 2,359.42,354.6

Current assets

Investment property contracted for sale 238.67.7

Construction loan receivable –65.1

Advances to joint venture 107.518.4

Debtors and other assets 9.313.4

Cash 4.70.9

Derivative financial instruments –0.6

Total current assets 360.1106.1

Total assets 2,719.52,460.7

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

7

Changes to persons

involved in the Scheme

There have been no changes to persons involved in the Scheme during the accounting period.

How to find

further information

Copies of documents relating to the

Scheme, such as the Trust Deed, SIPO

and the annual financial statements are

available on the Disclose register at

www.companies.govt.nz/disclose,

scheme number SCH11225.

You have the right, free of charge and

during normal office hours, to inspect that

part of the Unit register that relates to your

Units on giving 5 working days’ notice to

the Manager.

You also have the right, free of charge,

on giving 5 working days’ notice and

during normal office hours, to inspect a

copy of the Trust Deed, SIPO and annual

financial statements at the Manager’s

registered office, which is located at Level 2,

18 Viaduct Harbour Avenue, Auckland 1010.

Alternatively, you can obtain a copy free of

charge by writing to us at PO Box 90940,

A u c k l a n d 1142.

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

8

Contact details

and complaints

Manager

Goodman (NZ) Limited

Level 2, 18 Viaduct Harbour Avenue

Auckland 1010

PO Box 90940

Victoria Street West

Auckland 1142

Toll free: 0800 000 656 (within New Zealand)

Telephone: +64 9 375 6060

(outside New Zealand)

Email: info-nz@goodman.com

Website: www.goodman.com/nz

Helpline

The Manager has a dedicated toll free

number, 0800 000 656 (+64 9 375 6073 from

outside New Zealand), which will connect

Unitholders directly with the investor relations

team who will assist with any queries.

Trustee and Supervisor

Covenant Trustee Services Limited

Level 6, Crombie Lockwood Building

191 Queen Street

PO Box 4243

Auckland 1140

Telephone: +64 9 302 0638

Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Private Bag 92119

Auckland 1142

Toll free: 0800 359 999 (within New Zealand)

Telephone: +64 9 488 8777

(outside New Zealand)

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

Complaints

Complaints may be made to the Manager

or Supervisor.

As a financial service provider registered

under the Financial Service Providers

(Registration and Dispute Resolution)

Act 2008, the Manager is a member of

an approved dispute resolution scheme

(registration number FSP36542).

Financial Dispute Resolution

Freepost 231075

PO Box 2272

Wellington 6140

Toll Free: 0508 337 337 (within New Zealand)

Telephone: +64 4 910 9952

(outside New Zealand)

Email: enquiries@fdr.org.nz


There will be no fee charged to any

complainant in connection with

investigation.

Goodman Property Trust
Managed Investment Scheme

Annual Report 2018

www.goodman.com/nz

---

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz



9 August 2018


[Unitholder]

[Address 1]

[Address 2]

[Address 3]

[Address 4]


Dear Security Holder

Goodman Property Trust (“GMT” or “Trust”)

The 2018 Annual Report of Goodman Property Trust was released on 28 May 2018.

The report contained all the information that the Trust is required to provide to its

security holders under the NZX Listing Rules.

Many security holders elected to receive a printed copy of this report while others

chose to view it online.

As a managed investment scheme, under the Financial Markets Conduct Act, GMT is

required to produce a second annual report in a format consistent with that Act. An

electronic copy of this second report has been registered on Disclose and provided to

the NZX.

Security Holders have the right to receive, by mail and free of charge, a printed

report. If you wish to receive a copy of this 8-page document, please tick the box

below and return this letter in the re-sealable envelope it was mailed in.



I/we would like to receive a printed copy of the 2018 managed

investment scheme annual report for Goodman Property Trust.



Please contact our registrar if you have any questions about the report. You can

contact Computershare by email enquiry@computershare.co.nz or by telephone

0800 359 999 (+64 9 488 8777 from outside New Zealand).

Steptember

Through its charitable foundation Goodman is the global sponsor of Steptember, a

fund-raising initiative of Cerebral Palsy. The goal is to get participants exercising,

completing the equivalent of 10,000 steps a day, throughout the month of

September.

We’re encouraging our staff, customers and investors to form teams and get active

while raising money for the Cerebral Palsy Society. If you’d like to participate, and

receive the complimentary pedometer, use the code GoodmanGMT when

registering at www.steptember.org.nz

.

Yours faithfully,


Keith Smith

Chairman

---

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz

nzx release+

GMT Managed Investment Scheme Annual Report

Date

9 August 2018

Release

Immediate


The 2018 Annual Report of Goodman Property Trust was released on 28 May 2018.

The report contained all the information that the Trust is required to provide to its

security holders under the NZX Listing Rules.

As a managed investment scheme, under the Financial Markets Conduct Act, GMT is

required to produce a second annual report in a format consistent with that Act.

An electronic copy of this second report has been registered on Disclose and is

provided to the NZX as an attachment to this announcement.

For further information please contact:

John Dakin

Chief Executive Officer

Goodman (NZ) Limited

(09) 375 6063

(021) 321 541



About Goodman Property Trust:

GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $1.9 billion, ranking it

in the top 20 of all listed investment vehicles. The Manager of the Trust is a subsidiary of the ASX listed Goodman

Group, Goodman Group is also the Trust’s largest investor with a cornerstone unitholding of 21%.


GMT is New Zealand’s leading industrial and business space provider. It has a substantial property portfolio, with a value

of $2.2 billion after recently contracted sales, which accommodates around 180 customers. The Trust holds an

investment grade credit rating of BBB from Standard & Poor’s.

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.