GMT New Equity Initiatives To Raise $165 million
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 New Equity Initiatives To Raise $165 million
Date 18 September 2019
Release Immediate
Goodman (NZ) Limited, the Manager of Goodman Property Trust (“GMT”) is pleased
to advise that it intends to raise $165 million of new equity through an underwritten
placement (“Placement”) and retail unit offer (“Retail Offer”).
The new equity will provide additional balance sheet capacity that will be used to fund
current commitments and future investment and development opportunities in the supply
constrained Auckland industrial market.
The $150 million underwritten Placement is being undertaken today. A trading halt has
been granted by NZX to facilitate the equity raising.
The price of the Placement units is fixed at $2.10 per unit. The new units will be allotted on
24 September 2019 and will rank equally with existing units.
Goodman Group, GMT’s largest unitholder (21.59%) is fully supportive of the equity raising
and has committed to participate in the Placement for its pro-rata equivalent.
The Placement (excluding Goodman Group’s committed amount) is fully underwritten by
Jarden Partners Limited and UBS New Zealand Limited.
A copy of the investor presentation accompanies this NZX announcement.
The Manager also intends to undertake a Retail Offer allowing New Zealand resident
Unitholders to subscribe for up to $50,000 of new units in GMT. The offer is targeting
$15 million of additional equity, with the ability to accept oversubscriptions of up to
$10 million at the Manager’s discretion.
The equity raising is structured to be fair to all existing Unitholders, with the issue price of
$2.10 per Retail Offer unit being the same as the Placement.
All Unitholders (unless
restricted due to legal constraints) will be able to participate through the Placement or
Retail Offer.
Details of the Retail Offer will be sent to all eligible Unitholders on or around 26 September
2019. The closing date for applications is 18 October 2019. The new units are expected to
be allotted on or around 24 October 2019.
Keith Smith, Chairman and Independent Director of Goodman (NZ) Limited said, “The
$150 million of new equity being sought through the Placement will reduce GMT’s
committed gearing to just 21.2%
1
. It’s a prudent level that provides the balance sheet
capacity to fund GMT’s future development pipeline, and any strategic acquisitions, while
remaining within the Board’s preferred gearing range of 25% to 35%”
With around $215 million of projects under construction, a continuation of the current
development-led growth strategy remains the priority.
1
Excludes the impact of any proceeds raised from the Retail Offer, which at $15 million would further reduce committed
gearing to 20.7%
Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz
John Dakin, Chief Executive Officer of Goodman (NZ) Limited said, “Completing the build-
out of GMT’s greenfield land and activating the value-add opportunities within the portfolio,
remain the primary investment objectives. It’s a disciplined approach that we expect to
underpin the growth of the business.”
The Board has reaffirmed its earnings guidance for the current financial year and cash
distributions totaling 6.65 cents per unit are expected to be paid.
For further information please contact:
John Dakin Andy Eakin
Chief Executive Officer Chief Financial Officer
Goodman (NZ) Limited Goodman (NZ) Limited
(021) 321 541 (021) 305 316
Keith Smith James Spence
Chairman and Independent Director Director Investment Management
Goodman (NZ) Limited Goodman (NZ) Limited
(021) 920 659 (021) 538 934
About Goodman Property Trust:
GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $2.8 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 22%.
GMT is New Zealand’s leading industrial space provider. It has a substantial property portfolio, with a current value of $2.8 billion.
The Trust holds an investment grade credit rating of BBB from Standard & Poor’s.
This release is not a prospectus or offering document under New Zealand law or under any other law.
It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or
purchase any securities in GMT in any jurisdiction. This release does not constitute financial product advice or investment advice
and does not and will not form part of any contract for the acquisition of GMT securities.
This release has been prepared for release in New Zealand. This release does not constitute an offer to sell, or the solicitation of
an offer to buy, any GMT securities in the United States or in any jurisdiction in which such an offer would be illegal. None of the
securities to be offered and sold in the Placement and the Retail Offer have been, or will be, registered under the U.S. Securities
Act of 1933 (“U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States.
---
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03Executive summary
04Portfolio update
11New investments
16Equity raise
25Appendix
Contents
HighbrookBusiness Park
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
Equity raising to fund growth opportunities
Portfolio repositioning complete and strong underlying performance:
+Occupancy of 99.4%
+93,667sqm of new leasing and market reviews completed with 6.8%
1
rental growth
+Development workbook remains strong; 15 build-to-lease warehouses completed over last 12 months are 100% leased
+Interim revaluation expected to be around $170 million
2
$169 million of new investments in line with strategy:
+Mt Wellington -$65 million, prime infill location with two year leaseback to Turners & Growers, expected to settle in September2019
+FavonaRoad -$29 million settlement to take place late September 2019
+Development package -$75 million
3
–five new projects on existing GMT estates totalling 26,601sqm with a yield on additional cost of 7.4%
4
Raising $165 million of equity, providing capacity for further acquisitions and developments, while remaining at lower end oftarget gearing range:
+$150 million underwritten
5
Placement and $15 million Retail Offer, with the ability to accept up to $10 million of oversubscriptions at the Manager’s solediscretion
+Proceeds will initially repay bank debt and reduce pro-forma committed gearing to approximately 21%
6
+New Units to be offered under the Placement at a fixed price of $2.10 per unit
+Retail Offer will also be at $2.10 per unit
+Goodman Group, GMT’s largest unitholder (21.59%), has committed to participate in the Placement at the fixed price of $2.10 on an effective pro-rata basis
GMT retaining strong financial metrics:
+FY20 earnings guidance, post impact of equity issuance, reaffirmed; cash earnings to be materially consistent with FY19
+Distribution guidance maintained at 6.65 cpu, with NTA forecast to increase by approximately 15 cpu, primarily as a result ofthe expected September revaluation
+Pro-forma gearing level of 21%
6
on a fully committed basis provides significant financial flexibility to continue accretive investment programme
3
Equity Raise 2019
Executive summary
6
Pro-forma committed gearing post expected September revaluations and equity raise. Excludes impact of any proceeds
raised from the UPP which at $15 million would further reduce committed gearing to 20.7%
3
Total project cost including land, construction, leasing and marketing costs and all management and professional fees
1
Average increase in contracted face rental levels across leasing and market reviews completed in period 1 April 2019 to 31 August 2019
4
Yield on total project cost excluding land. Yield on total project cost including land is 6.1%
5
Excluding 21.59% of units held by entities associated with Goodman Group who have already committed to take up their
pro-rata share of the Placement
2
Forecast revaluation including changes in value of leasehold right of use asset net of lease liability at Westney Industry Park
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Premium Apparel –Highbrook Business Park
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Auckland industrial market
+Auckland industrial market near capacity with 1.9% vacancy rate
1
+Prime industrial rental growth of 5.6% in year to June 2019
1
+Prime locations, close to consumers, expected to deliver best
returns
+Industrial market showing strongest investment performance and
investor confidence of all property sectors
+Sector performance reflected in expected GMT interim revaluation
of around $170 million (+6.4%)
+GMT portfolio cap rate expected to firm around 30 bps to 5.4% in
September
5
1
JLL 2Q19
70
80
90
100
110
120
130
140
150
201420152016201720182019
Auckland warehouse rents ($psm)
Prime IndustrialSecondary Industrial
Source: JLL (June 19)
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Equity Raise 2019
Portfolio update
$3.1bn
Committed property portfolio
GMT’s portfolio is positioned for growth, with assets
located in efficient and desirable distribution locations
1.1m sqm
Net lettable area
6
1
2
1
March 2019 portfolio adjusted for forecast September 2019 revaluation, announced developments and contracted acquisitions
2
March 2019 portfolio adjusted for announced developments and contracted acquisitions
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FY14FY1931 Aug 2019
Industrial weighting71%100%100%
Occupancy97.3%98.2%99.4%
WALT5.5 years5.2 years5.6 years
Portfolio value$2.1bn$2.6bn$3.1bn
4
Land weighting10.8%2.2%1.7%
4
+GMT is now 100% focused on the Auckland industrial market
following $1.2 billion of asset sales over five years
+Transformation is positively impacting performance of underlying
portfolio with occupancy of 99.4%
+93,667 sqm of leasing and market reviews completed on existing
portfolio so far in FY20:
—average rental growth of 6.8%
1
with retention rate of 73%
2
—average face rent on prime
3
warehouse space of $133 psm
with 6.0% average incentive
Portfolio transformation driving results
7
Portfolio metrics
3
Excludes value-add estates
2
Retention rate calculated over 24 month period to 31 August 2019
1
Average increase in contracted face rental levels across leasing and market reviews completed in FY20 to 31 August 2019
4
March 2019 adjusted for new development package, contracted acquisitions and expected revaluation
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Gateway Warehouses –Highbrook Business Park
Equity Raise 2019
Portfolio update
Current development programme
+15 warehouses completed by GMT on a build-to-lease basis in FY19 are 100% leased
+Current development programme
1
of 44,000 sqm is leasing well with 50% committed and average time to completion ofsix months
2
—average warehouse face rent achieved on current workbook of$136 psm and incentives of 4.6%
8
1
Prior to developments announced today
Gateway WarehousesUnderwood 2,600El Kobar Units
Warehouse area6,109 sqm2,630 sqm1,340 sqm
Warehouse rent$140 psm$145 psm$155 psm
Incentive5.0%3.0%4.2%
Review structureFixed 2.75%Fixed 3.0%Fixed 3.0%
Market review5 years6 years5 years
2
Weighted by total project cost
Recent leasing examples
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Equity Raise 2019
Portfolio update
Purchase metrics
Purchase price$122m
Land area (sqm)201,081 sqm
Average lease term2.1 years
2
Initial yield4.6%
Recent acquisitions
+Recent acquisitions of Roma Road, Mt Roskill and FavonaRoad,
Mangere are in line with GMT’s strategy to acquire infill sites, close
to distribution networks and consumer base
+Sites provide a holding yield with potential for redevelopment in the
medium to long term
+Including recent acquisitions, value add (redevelopment) sites
represent approximately 12% of GMT portfolio value and yield
5.0%
1
+Medium term repositioning strategy underway with both assets
9
Favona Road (approximate boundary)
1
Includes the acquisitions of Favona Road and Mt Wellington, reflects expected September 2019 revaluation
2
Excludes Turners & Growers break option at Favona Road
Roma Road (approximate boundary)
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Equity Raise 2019
Portfolio update
10
200,000 sqm+
of prime industrial space
$500m+
additional spend
1
2
10
GMT’s portfolio of greenfield and value add sites provides the opportunity
for more than $500 million of additional development spend
Value add
82%
Greenfield
18%
GMT’s future development sites by NLA
Tamaki Estate
Penrose & Connect
Mt Wellington
FavonaRoad
Roma Road
1
Net lettable area
2
Total project cost excluding land
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Sylvia Park
Mt Wellington Highway
SH1
SH1
11
T&G -Mt Wellington (approximate boundary)
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New investments
12
Strategy
+Prime location with direct access to
SH1 and Mt Wellington Hwy
+Significant infill location with access
to population of 830,000 within 20
minutes
+Existing improvements provide the
ability to drive medium term
cashflows
+31% site cover allows ability
for additional NLA to be added over
time
+Opportunity to enhance
relationship with key customer T&G
Purchase price
$65m
Land area
57,579sqm
Lettable area
17,989 sqm
Customer
T&G
Lease term
2 years
+ 2x1 year ROR
Initial yield
5.1%
Mt Wellington acquisition
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T&G -Mt Wellington (approximate boundary)
Equity Raise 2019
New investments
+Continuation of development programme announced today with
five new build-to-lease projects:
—two developments at Highbrook totalling 8,624 sqm
—one development at M20 in Wiri totalling 9,630 sqm
—two developments at Westney in Mangere totalling 8,347 sqm
+Developments under construction expected to total $215.6
million
1
with exposure to uncommitted development product
remaining low, equivalent to approximately 4.5% of GMT portfolio
2
New developments
13
1
Total project cost including land, construction, leasing and marketing costs and all management and professional fees
Waiouru Point -Highbrook Business Park (Artist’s impression)
2
March 2019 portfolio adjusted for announced developments and contracted acquisitions
Highlights
Net lettable area26,601 sqm
Total project cost$74.9m
1
Yield on additional cost7.4%
3
Yield on total cost6.1%
3
3
Developments expected to be income producing from second half FY21
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Equity Raise 2019
New investments
14
Highbrookdevelopment activity
$150m+
work in progress at Highbrook
1
SH1 1km >
1
Total project cost including land, construction, leasing and marketing costs and all management and professional fees
Underwood 2,600
Business Parade 3,100
The Crossing Carpark
Waiouru Point
El Kobar Units
Big Chill Expansion
OfficeMax Expansion
Panasonic Expansion
Underwood 1,000
Island Units
El Kobar 10,000
+Following the
completion of the
current development
programme Highbrook
will be 91% complete
+Current Highbrook
programme has an
average remaining
development period of
eight months
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15
New developments
Westney
100% complete
M20
98% complete
Westney 4,50068 Westney Rd
M20 9,000
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Equity Raise 2019
New investments
16
Gateway warehouse B–Highbrook Business Park
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Offer summary
17
Offer components+GMT is seeking to raise $150 million through an underwritten
1
Placement and a $15 million Retail Offer
+New Units will be offered to eligible investors under the Placement at a fixed price of $2.10
+Retail Offer open to all eligible unitholders with a registered address in New Zealand. Each eligible unitholder can apply for up to $50,000 of
New Units
+Structured to be fair for all existing Unitholders. All Unitholders (unless restricted due to legal constraints) will be abletoparticipate fairly
(through either the Placement or Retail Offer) and should scaling be required it will be by reference to existing unitholdings
Gross proceeds+$165 million comprising:
-Placement of $150 million
-Retail Offer of $15 million with the ability to accept oversubscriptions of up to $10 million at the Manager’s sole discretion
Issue price+New Units to be offered under the Placement at a fixed price of $2.10
+New Units under the Retail Offer will also be issued at $2.10
+The fixed price represents a discount of:
-4.3% to the last close ($2.195)
-4.7% to the 5 day VWAP
2
($2.204)
Ranking+New Units will rank equally with existing GMT units
Goodman Group
commitment
+Goodman Group has committed to participate in the Placement with the intention of maintaining its 21.59% unitholding (post Placement but
prior to the allotment of GMT units under the Retail Offer)
1
Excluding 21.59% of units held by entities associated with Goodman Group who have already committed to take up their pro-rata share of the Placement
2
Average GMT unit price weighted by volume over five days
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Equity Raise 2019
Equity raise
23.7%
27.5%
21.2%
$136.0m
$82.1m
$65.0m
$170.0m
$147.0m
19.7%
15%
17%
19%
21%
23%
25%
27%
29%
Reported
31 March
2019
CommitmentsCommitted
31 March
2019
FY20
Developments
Mt Wellington
acquisition
Committed
gearing
RevaluationPlacementPro-forma
committed
gearing
Equity providing capacity for growth
Committed LVR
+Equity raise provides capacity for further acquisitions
and development of GMT’s $500m+ pipeline, while
remaining within the target gearing range of 25%-35%
+FY20 guidance post impact of equity issuance
re-affirmed; cash earnings to be materially consistent
with FY19
3
+FY20 distribution expected to be maintained at 6.65
cpu
+Expected September revaluation primary driver of
increase in NTA of approximately 15 cpu (NTA of
157 cpu at March 2019)
+Proceeds from equity raise will be used to repay bank
debt and utilised in the short term to fund ongoing
developments
18
1
Additional spend on developments announced in FY20 (includes Panasonic and OfficeMax expansions)
2
2
Placement proceeds post transaction costs of approximately $3 million (includes underwrite fees, legal fees, NZX issue costs,valuation costs)
1
3
For the five years ending on 31 March 2019 the Manager was required to use its base fee to subscribe for new units in GMT. Cash earnings as disclosed in those years excluded
the base fee. Restating FY19 cash earnings to account for the base fee as if settled in cash results in cash earnings of 6.2cpu, on a consistent basis with its calculation in FY20
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Equity Raise 2019
Equity raise
Key datesDate
Placement
Trading halt commences and bookbuild undertaken18 September 2019
Trading halt lifted19 September 2019
Placement settlement, allotment of Placement Units and trading of New Units on NZX24 September 2019
Unit Purchase Plan Offer
Record date –5pm NZ time17 September 2019
Expected release of the Offer document and application form26 September 2019
Offer opens26 September 2019
Offer closes18 October 2019
Settlement and allotment for UPP Offer24 October 2019
Indicative timetable
19
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Equity Raise 2019
Equity raise
20
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Disclaimer
Not for release to US wire services or distribution in the United States.
This presentation has been prepared by Goodman (NZ) Limited (Manager) as manager for Goodman Property Trust (GMT).
This presentation has been prepared in relation to the offer of new units in GMT (New Units) by way of a:
+Placement to selected institutional investors (Placement);
+Retail offer to GMT’s existing unitholders with an address in New Zealand (Retail Offer), under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013;
(together, the Offer).
Information: This presentation contains summary information about GMT and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information
which a prospective investor may require in evaluating a possible investment in GMT or that would be required in a product disclosure statement for the purposes of the Financial Markets Conduct Act 2013. The historical information in this presentation is, or is based upon,
information that has been released to NZX Limited (NZX). This presentation should be read in conjunction with GMT's other periodic and continuous disclosure announcements, which are available at www.nzx.com.
NZX: The New Units will be quoted on the NZX Main Board once allotted. The NZX Main Board is a licensed market operated by NZX, a licensed market operator under the Financial Markets Conduct Act 2013. NZX accepts no responsibility for any statement in this
presentation.
Not financial product advice: This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquireGMT securities, and has been prepared without taking into account the objectives, financial situation or needs of
individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and consult a broker, solicitor, accountant or other professional adviser if
necessary.
Past performance: Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Future performance: This presentation contains certain "forward-looking statements" such as indications of, and guidance on, future earnings and financial position and performance. Forward-looking statements can generally be identified by the use of forward-looking words
such as, 'expect', 'anticipate', 'likely', 'intend', 'could', 'may', 'predict', 'plan', 'propose', 'will', 'believe', 'forecast', 'estimate', 'target', 'outlook', 'guidance' and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to,
operating cashflow, future effective tax rates, GMT’s development program and its plans and strategies, distribution guidance, estimated asset life, the outcome and effects of the Offer and the use of proceeds and statements about the property market. The forward-looking
statements contained in this presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of GMT, and may involve significant elements of subjective
judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not materially differ from these forward-looking statements. A number of important factors could cause actual results or performance to differ
materially from the forward-looking statements, including the risk factors set out in this presentation. Investors should consider the forward-looking statements contained in this presentation in light of those disclosures. The forward-looking statements are based on information
available to GMT as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules),GMT has no obligation to provide any additional or updated information whether as a result of new information, future events orresults or otherwise.
Indications of, and guidance on, future earnings or financial position or performance are also forward-looking statements.
Investment risk: An investment in securities in GMT is subject to investment and other known and unknown risks, some of which are beyond thecontrol of GMT. GMT does not guarantee any particular rate of return or the performance of GMT.
21
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Disclaimer
Not an offer: This presentation is not a product disclosure statement or other offering document under New Zealand law (and will not be lodged with the Registrar of Financial Service Providers) or any other law. This presentation is for information purposes only and is not an
invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be lodged with the U.SSecurities Exchange Commission). Any decision to purchase New Units in the Retail Offer must be made on the basis of the information to be contained in a
separate offer document to be prepared and issued to eligible retail unitholders. The offer document for the Retail Offer will be available to eligible retail unitholders in New Zealand following its lodgement with NZX. Any eligible retail unitholder who wishes to participate in the
Retail Offer should consider the offer document in deciding to apply under that offer. Anyone who wishes to apply for New Units under the Retail Offer will need to apply in accordance with the instructions contained in the offer document and the application form. This
presentation does not constitute investment or financial advice (nor tax, accounting or legal advice) or any recommendation to acquire New Units and does not and will not form any part of any contract for the acquisition of New Units.
This presentation may not be released or distributed in the United States. This presentation does not constitute an offer tosell, or a solicitation of an offer to buy, any securities in the United States. The New Units have not been and will not be registered under the U.S.
Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Units to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States except in
transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. In addition, the New Units to be offered and sold in the Retail Offer will only be offered and sold to eligible unit holders in New
Zealand in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act in reliance on Regulation S under the U.S. Securities Act.
Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated.
This presentation contains pro forma historical financial information. The pro forma historical financial information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is not represented as, being indicative of GMT’s future financial
condition. In addition, the pro forma historical financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
Investors should be aware that this presentation contains certain financial information and measures that are “non-GAAP financial information” under the New Zealand Financial Markets Authority Guidance Note on disclosing non-GAAP financial information and "non‐GAAP
financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, and are not recognisedunder New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
The non-IFRS/GAAP financial information and financial measures include NTA and gearing. The disclosure of such non‐GAAP financial measures in the manner included in this Presentation would not be permissible in a registration statement under the U.S. Securities Act. The
non-IFRS/non-GAAP financial information and financial measures do not have a standardised meaning prescribed by NZ IFRS or IFRS, and therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construedasan alternative
to other financial measures determined in accordance with NZ IFRS or IFRS. Although the Manager believes the non-IFRS/non-GAAP financial information and financial measures provide useful information to users in measuring the financial performance and condition of GMT,
investors are cautioned not to place undue reliance on any non-IFRS/non-GAAP financial information or financial measures included in this presentation.
Disclaimer: None of the underwriters to the Placement (together, the underwriters), nor any of their, GMT, or the Manager’s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised,
permitted or caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of them makes or purports to make any statement in this presentation and there is no statement in thispresentation which is
based on any statement by any of them. For the avoidance of doubt, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any statementinthis presentation
and there is no statement in this presentation which is based on any statement by any of them. To the maximum extent permitted by law, GMT, the Manager, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners,
employees and agents exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a resultof your participation in the Offer and the information in this presentation being inaccurate or incomplete in any way for anyreason, whether by
negligence or otherwise. To the maximum extent permitted by law, GMT, the Manager, the underwriters and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representation or warranty,express or implied,
as to the currency, accuracy, reliability or completeness of information in this presentation and, with regards to each underwriter, their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of
this presentation or the Offer. The underwriters and their respective advisers, affiliates, related bodies corporate, directors,officers, partners, employees and agents make no recommendations as to whether you or your related parties should participatein the Offer nor do they
make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriters, or any of their advisers, affiliates, related bodies corporate, directors, officers, partners,
employees or agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship withany of them. Statements made in this presentation are made only as the date of this presentation. The information in this presentation remains subject to
change without notice. The Manager reserves the right to withdraw the Offer or vary the timetable for the Offer without notice.
22
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Disclaimer
International selling restrictions
This presentation does not constitute an offer of New Units in GMT in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the New Units may not be offered or sold, in any country outside New Zealand except to
the extent permitted below.
Australia
This document, and the offer of New Units will only be made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D or Chapter 7.9 of the Australian Corporations Act 2001 (Cth) (“Australian Corporations Act”). This
document is not a prospectus, product disclosure statement or any other form of formal "disclosure document" for the purposesofthe Australian Corporations Act, has not been not be lodged or registered with the Australian Securities and Investments Commission or the ASX,
and is not required to, and does not, contain all the information which would be required in a disclosure document under the Australian Corporations Act.
The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the securities. No "cooling-off" regime will apply to an acquisition of the New Units.
If you acquire New Units in Australia then you agree not to sell, transfer, assign, offer, or otherwise alienate any New Units to any person located in, or a resident of, Australia within 12 months from the date of their allotment, except in circumstances where disclosure to investors
would not be required under either Chapter 6D or Chapter 7.9 of the Corporations Act or such sale or offer is made pursuant to adisclosure document which complies with either Chapter 6D or Chapter 7.9 of the Corporations Act.
Canada (Alberta, British Columbia, Ontario and Quebec provinces)
The New Units may only be offered or sold, directly or indirectly, in the provinces of Alberta, British Columbia, Ontario andQuebec ( the “Private Placement Provinces”) or to residents thereof and not in, or to the residents of, any other province or territory of Canada. Such offers
or sales will be made pursuant to an exemption from the requirement to file a prospectus with the regulatory authorities in the Private Placement Provinces and will be made only by a dealer duly registered under the applicable securities laws of such provinces, as the case may
be, or in accordance with an exemption from the applicable registered dealer requirements. The New Units may be sold in the Private Placement Provinces only to purchasers purchasing, or deemed to be purchasing, as principal that are both accredited investors, as defined in
National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the New Units
must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights
or consult with a legal advisor.
Upon receipt of this document, each Canadian purchaser hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmationor any notice) be
drawn up in the English language only. Par la réceptionde cedocument, chaqueacheteurcanadienconfirmepar les présentesqu’ila expressémentexigéque tousles documents faisantfoiouse rapportantde quelquemanière que cesoità la vente des valeursmobilières
décritesaux présentes(incluant, pour plus de certitude, touteconfirmation d’achatoutout avis) soientrédigésenanglaisseulement.
Hong Kong
WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Placement. If you are in any doubt about any of the contents of this document, you should obtain independent
professional advice.
This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (the “C(WUMP)O”), nor has it been authorisedby the Securities and Futures Commission in
Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”). No action has been taken in HongKong to authoriseor register this document or to permit the distribution of this document or any documents issued in connection with it.
Accordingly, (i) the New Units may not be offered or sold in Hong Kong by means of this document or any other document other than (a) to "professional investors" as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the
document being a "prospectus" as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaningofthe C(WUMP)O; and (ii) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the New Units which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Units which are or
are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.
No person allotted New Units may sell, or offer to sell, such units in circumstances that amount to an offer to the public inHong Kong within six months following the date of issue of such units.
23
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
Disclaimer
Singapore
This document and any other materials relating to the New Units has not been and will not be registered as a prospectus with theMonetary Authority of Singapore (“MAS”). Accordingly, the New Units may not be offered or sold or made the subject of an invitation for subscription
or purchase, nor may this document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Units be circulated or distributed, whether directly or indirectly, to any person in Singaporeother than (i)to an
institutional investor pursuant to Section274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), or (ii)otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Notification under Section 309B(1)(c) of the SFA -In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the “CMP Regulations 2018”) of Singapore, the Manager has determined the classification of the New
Units as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
Switzerland
GMT has not been approved by the Swiss Financial Market Supervisory Authority FINMA ("FINMA") as a foreign collective investmentscheme pursuant to Article 120 paragraph 1 of the Swiss Collective Investment Schemes Act of June 23, 2006, as amended ("CISA")and no
representative or paying agent in Switzerland has been appointed pursuant to Article 120 paragraph 4 CISA with respect to GMT. The New Units may only be offered, advertised or otherwise distributed, directly or indirectly, in, into or from Switzerland (i) exclusively to regulated
qualified investors ("Regulated Qualified Investors") as defined in Article 10(3)(a) and (b) CISA, and (ii) in a manner whichdoes not constitute a public offering within the meaning of Article 652a or 1156 of the Swiss Code of Obligations ("CO"). The New Units will not be listed on
the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland.
This presentation has been prepared without regard to the disclosure standards for prospectuses under the CISA, issuance prospectuses under Article 652a or 1156 CO or listing prospectuses under the listing rules of SIX or any other stock exchange or regulated trading facility
in Switzerland. This presentation and any other offering or marketing material relating to the New Units may only be distributedor made available in, into or from Switzerland (i) exclusively to Regulated Qualified Investors, and (ii) in a manner which does not constitute a public
offering within the meaning of Article 652a or 1156 CO. This presentation is personal to the recipient only and not for general circulation in Switzerland.
Neither this presentation nor any other offering or marketing material relating to the New Units have been or will be filed with, or approved by, any Swiss regulatory authority. In particular, this presentation will not be filed with, and the offering of New Units will not be approved or
supervised by FINMA. The investor protection afforded to investors of interests in collective investment schemes under the CISA and the supervision by FINMA in connection with the licensing for distribution or the appointment of a representative and a paying agent in
Switzerland do not extend to acquirers of the New Units.
24
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
25
NCI Packaging –Savill Link
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
Balance sheet impact
26
Pro-forma balance sheet
$million
Reported
31 March 2019
Committed
31 March 2019
New
Developments
Mt Wellington
acquisition
Expected
revaluationPlacement
Investment property
2,633.4 170.0
Committed developments
97.1 82.1
1
Committed acquisitions
38.9 65.0
Total investment property assets
2,633.4 2,769.4 2,851.5 2,916.5 3,086.5 3,086.5
Bonds + USPP
556.8
Bank facilities net of cash
8.9 136.0 82.1 65.0 (147.0)
Unamortised borrowing establishment costs
(3.2)
Investment property contracted for sale
(43.5)
Borrowings for LVR calculation
519.0 655.0 737.1 802.1 802.1 655.1
LVR
19.7%23.7% 25.8% 27.5%26.0% 21.2%
2
1
Additional spend on developments announced in FY20 (includes Panasonic and OfficeMax expansions)
2
Pro-forma committed gearing post expected September revaluations and equity raise. Excludes impact of any proceeds raised from the UPP which at $15 million would further reduce committed gearing to 20.7%
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
Equity Raise 2019
Appendix
Work in progress
27
DevelopmentEstate
Total project cost
($m)
Lettable area
(sqm)
Expected
completion date
Leased
Underwood 1,000Highbrook Business Park3.61,026 Oct-19Uncommitted
El Kobar UnitsHighbrook Business Park18.05,330 Dec-1934%
The Crossing CarparkHighbrook Business Park12.7-Nov-1950%
Underwood 2,600Highbrook Business Park9.42,990 Dec-19100%
Business Parade 3,100Highbrook Business Park11.23,530 Dec-19Uncommitted
Big Chill ExpansionHighbrook Business Park13.25,203 Feb-20100%
Panasonic ExpansionHighbrook Business Park8.02,660 Mar-20100%
El Kobar 10,000Highbrook Business Park26.110,400 Sep-20Uncommitted
OfficeMax ExpansionHighbrook Business Park20.37,344 Jul-20100%
Savill Drive UnitsSavill Link18.05,482 Mar-2031%
Total existing projects140.743,965
Waiouru PointHighbrook Business Park15.14,359 Oct-20Uncommitted
Island UnitsHighbrook Business Park18.34,265 Feb-21Uncommitted
M20 9,000M20 Business Park25.09,630 Dec-20Uncommitted
Westney 4,500Westney Industry Park9.84,970 Oct-20Uncommitted
68 Westney RoadWestney Industry Park6.63,377 Dec-20Uncommitted
Total new development package (announced 18 September 2019)74.926,601
Total work in progress215.670,566
Note: Values in the table above may not appear to sum accurately due to rounding
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
Equity Raise 2019
Appendix
---
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 Corporate Action Notice
Section 1: Issuer information
Name of issuer Goodman Property Trust
Financial product name/description Ordinary Units
NZX ticker code GMT
ISIN NZCPT E0001S9
Name of Registry Computershare Investor Services
Type of corporate action
(Please mark with an X in the
relevant box/es)
Unit purchase
plan
X Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date (close of trading on) 17 September 2019
Ex-Date (one business day before the
Record Date)
Not applicable
Currency New Zealand $
Section 6: Share purchase plans
Maximum dollar amount of Financial
Products to be issued
Up to $50,000 per unitholder/beneficial owner
(comprising a unit purchase plan component of
$15,000 with provision to apply for up to a
further $35,000) with a registered address in
New Zealand, for an aggregate offer size of
$15 million, with provision for Goodman (NZ)
Limited, at its discretion, to accept a further
$10 million in oversubscriptions.
Exercise Price $2.10 per new unit, the same as the Placement
price conducted on 18 September 2019
Scaling reference date By reference to holdings at Record Date
Closing Date 18 October 2019
Allotment Date 24 October 2019
Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz
Section 7: Authority for this announcement
Name of person
authorised to make this
announcement
John Dakin
Contact person for this announcement
Andy Eakin
Contact phone number
(09) 375 6077
Contact email address
andy.eakin@goodman.com
Date of release through MAP
18 September 2019
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.