Kiwi Property announces $200 million equity raising
NZX RELEASE
30 October 2019
Kiwi Property announces $200 million equity raising
Not for release to US wire services or distribution in the United States
Kiwi Property Group Limited (“Kiwi Property”) is pleased to announce that it is conducting an
equity raise of approximately $200 million, comprising a fully underwritten placement
(“Placement”) of $180 million and a retail offer (“Retail Offer”) targeting $20 million (with the
ability to accept oversubscriptions of up to $10 million at Kiwi Property’s discretion).
Kiwi Property intends to use the net proceeds of the Placement and Retail Offer to pay
down bank debt and reduce gearing, providing the financial flexibility to progress
developments at locations including Sylvia Park, LynnMall, The Base and in the longer term
at Drury, and to respond to new acquisition opportunities as they arise. The approximately
$200 million of new equity being sought through the Placement and Retail Offer will reduce
gearing at 30 September 2019 to 27.4% on a pro-forma basis, which is comfortably within
Kiwi Property’s target gearing range of 25% to 35%.
The Placement is being undertaken today and is fully underwritten by UBS New Zealand
Limited. A trading halt has been granted by NZX to facilitate the Placement.
The price of the shares for the Placement is fixed at $1.58 per share. The new shares will be
allotted on 4 November and will rank equally with existing shares.
A copy of the investor presentation accompanies this NZX announcement.
Kiwi Property also intends to undertake a Retail Offer allowing New Zealand resident
shareholders to subscribe for up to $50,000 of new shares. The Retail Offer is targeting $20
million of additional equity, with the ability to accept oversubscriptions of up to $10 million at
Kiwi Property’s discretion. The price of the shares for the Retail Offer is fixed at $1.58 per share
which is the same as the Placement share price. If scaling of the Retail Offer is required, it will
be done with reference to existing shareholder holdings.
Eligible shareholders will be able to participate through either the Placement or the Retail
Offer.
Details of the Retail Offer will be sent to eligible shareholders on or around 1 November 2019.
The closing date for applications is 15 November 2019. The new shares are expected to be
allotted on or around 22 November 2019. The Retail Offer will be open to retail shareholders
with a registered address in New Zealand.
Mark Ford, Kiwi Property Chair and Independent Director said, “The approximately $200
million of new equity being sought through the offer will reduce Kiwi Property’s pro-forma
gearing at 30 September to below 30% and create additional capacity to fund our
development pipeline, and new acquisition opportunities.”
2
Kiwi Property expects a sound financial result for the six months ended 30 September 2019
and the accompanying investor presentation includes a summary of the expected key
financial metrics. The Board has reaffirmed its full year dividend guidance for the year
ending 31 March 2020 at 7.05 cents per share. Kiwi Property’s interim financial results are
scheduled to be announced on 18 November 2019.
Due to the timing of this offer, Kiwi Property’s Dividend Reinvestment Plan has been
suspended in respect of the interim dividend for the six months ended 30 September 2019,
which is expected to be payable on 18 December 2019. All shareholders on the register at
the record date for that dividend will be paid the dividend either by cheque or, where
provided, to the nominated bank account.
> Ends
For further information please contact:
Clive Mackenzie
Chief Executive Officer
Kiwi Property Group Limited
clive.mackenzie@kp.co.nz
Campbell Hodgetts
Communications Lead
Kiwi Property Group Limited
+64 27 563 4985
campbell.hodgetts@kp.co.nz
About Kiwi Property Group Limited:
Kiwi Property (NZX: KPG) is the largest listed property company on the New Zealand Stock
Exchange and is a member of the S&P/NZX 20 Index. We’ve been around for 25 years and
we proudly own and manage a $3.3 billion portfolio of real estate, comprising some of New
Zealand’s best mixed-use, retail and office buildings. Our objective is to provide investors
with a reliable investment in New Zealand property through the ownership and active
management of a diversified, high-quality portfolio. S&P Global Ratings has assigned Kiwi
Property a corporate credit rating of BBB (stable) and an issue credit rating of BBB+ for each
of its fixed rate senior secured bonds. Kiwi Property is one of the highest rated New Zealand
companies within CDP (Carbon Disclosure Project) and is a member of FTSE4 Good, a series
of benchmarks and tradeable indices for ESG (Environmental, Social and Governance)
investors. Kiwi Property is licensed under the Real Estate Agents Act 2008. To find out more,
visit our website kp.co.nz
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 Kiwi Property 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 Kiwi Property
securities.
3
This announcement has been prepared for release in New Zealand. This announcement
may not be released to US wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States or in any other jurisdiction in which such an offer would be
unlawful. The securities in this announcement have not been, and will not, be registered
under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of
any state or other jurisdiction of the United States. Accordingly, the securities in this
announcement may not be offered or sold, directly or indirectly, in the United States unless
they have been registered under the US Securities Act (which Kiwi Property has no obligation
or intention to do or procure), or are offered and sold in a transaction exempt from, or not
subject to, the registration requirements of the US Securities Act and any applicable US state
securities laws.
The information in this announcement is of general background and does not purport to be
complete. It should be read in conjunction with Kiwi Property's other periodic and
continuous disclosure announcements lodged with NZX, which are available at
www.nzx.com.
This announcement may include forward-looking statements. These forward-looking
statements are based on Kiwi Property's expectations and beliefs concerning future events.
Forward-looking statements are necessarily subject to risks, uncertainties and other factors,
many of which are outside the control of Kiwi Property, which could cause actual results to
differ materially from such statements. Kiwi Property makes no undertaking to subsequently
update or revise the forward-looking statements made in this announcement, to reflect the
circumstances or events after the date of this announcement.
---
30 October 2019
Kiwi Property
$180m Placement
& $20m Retail Offer
SoleAdvisor
Confidential
Not for release to US wire services or distribution in the United States
Investment overview | 30 October 2019
Kiwi Property > Type Presentation Name > Date
Disclaimer
2
This presentation has been prepared by Kiwi Property Group Limited (Kiwi Property). This presentation has been prepared in relation to the placement and retail offer of new shares in Kiwi Property (New Shares) to be made to:
eligible institutional investors (Placement); and
eligible shareholders of Kiwi Property (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 Kiwi Property 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 Kiwi Property or that would be required in a product disclosure statement or online register 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 Kiwi Property's other periodic and continuous
disclosure announcements, which are available at nzx.com.
NZX
The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board upon completion of allotment procedures. The NZX Main Board is a licensed market under the Financial Markets Conduct Act 2013. However,
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 acquire Kiwi Property 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 an NZX Firm, or 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.
Forward looking statements
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 and include statements regarding the
conduct and outcome of the Offer and the use of the proceeds thereof. Such forward-looking statements 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 Kiwi Property, 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. The forward-looking statements are based on information
available to Kiwi Property as at the date of this presentation. Except as required by law or regulation (including the Listing Rules), Kiwi Property undertakes no obligation to provide any additional or updated information whether as a result of new
information, future events or results or otherwise.
Investment risk
An investment in securities in Kiwi Property is subject to investment and other known and unknown risks, some of which are beyond the control of Kiwi Property. Kiwi Property does not guarantee any particular rate of return or the performance of
Kiwi Property.
Not an offer
This presentation may not be distributed or released in the United States or to any person acting for the account or benefit of a person in the United States. This presentation is not a prospectus or product disclosure statement or other offering
document under New Zealand law or any other law (and will not be lodged with the Registrar of Financial Service Providers). 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.S Securities Exchange Commission). Any decision to purchase New Shares in the Retail Offer must be made on the basis of the information to be contained in a separate offer document
which will be available following its lodgment with NZX (Offer Document). Any eligible shareholder 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 Shares 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 Shares and does not and will not form any part of any contract for the acquisition of New Shares. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States.
Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S. Securities
Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. The distribution of this presentation outside New Zealand may be
restricted by law. Any recipient of this presentation who is outside New Zealand must seek advice on and observe any such restrictions. Refer to the section “International Offer Restrictions” of this presentation for information on restrictions on
eligibility criteria to participate in the Offer.
Financial data
All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. Any financial information provided in this presentation is for illustrative purposes only and is not represented as being indicative of Kiwi Property's views on its future
financial condition and/or performance. Investors should be aware that certain financial data included in this presentation are 'non-GAAP financial measures' under Regulation G of the U.S. Securities Exchange Act of 1934 (as amended).
Investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation, they do not have a standardised meaning prescribed by New Zealand Generally Accepted Accounting Standards and,
therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with New Zealand Generally Accepted Accounting
Standards. Investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation.
Disclaimer
None of the underwriter, nor any of its or Kiwi Property'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 this presentation which is based
on any statement by any of them. For the avoidance of doubt, the underwriter and its and Kiwi Property's respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to
make any statement in this 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, Kiwi Property, the underwriter 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 result of your participation in the Offer and the information in
this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the maximum extent permitted by law, Kiwi Property, the underwriter 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 the underwriter,
and its and Kiwi Property's 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 underwriter and its and Kiwi Property's respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in 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 underwriter, or any of its or Kiwi Property's 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 with any 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. Kiwi Property reserves the right to withdraw the Offer or vary the timetable for the Offer without notice.
Copyright and confidentiality
The copyright of this document and the information contained in it is vested in Kiwi Property. This document should not be copied, reproduced or redistributed without prior written consent of Kiwi Property.
Kiwi Property >
Contents
Executive summary ............................................. 4-6
Expected interim results....................................... 7-10
Our portfolio ......................................................... 11-19
Investment record and opportunities .................... 20-26
Offer overview and timetable .............................. 27-29
Appendices ....................................................... 30-33
3
All amounts are in New Zealand dollars. Due to rounding, numbers within this presentation
may not add up precisely to the totals provided and percentages may not precisely reflect the
absolute figures.
Kiwi Property >
Executive summary
4
Kiwi Property > Type Presentation Name > Date
•New Zealand’s largest listed property company with a portfolio worth over $3.3 billion,
including some of the country’s most iconic mixed-use, retail and office assets
•Solid underlying performance expected for the half year to 30 September 2019:
o
$89.6m Net rental income
o
$51.9m Funds from operations (FFO)
2
o
$36.8m Net profit after tax
o
Expected FY20 interim cash dividend of 3.525 cps (+0.05 cps)
•
High quality portfolio continues to perform strongly
o
4.6
%
annual rental growth from new leasing and rent reviews
o
99.4
%
occupancy
3
o
5.1 year weighted average lease expiry
4
•$84.8m of development spend in 1H20, including Kmart and ANZ Raranga office
building at Sylvia Park and Langdons Quarter dining precinct at Northlands. Sylvia Park’s
galleria and south carpark redevelopment is forecast to begin opening from mid 2020
•Delivered average annual total shareholder return of 13.07%
5
for the five years to 30
September 2019
1
2
4
5
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
2. FFO is an alternative non-GAAP performance measure used by Kiwi Property to assist investors in assessing the Company’s underlying operating performance and to determine income available for
distribution. FFO is a measure commonly used by real estate entities to describe their underlying and recurring earnings from operations. FFO does not have a standard meaning prescribed by
GAAP and therefore may not be comparable to information presented by other entities. FFO is calculated by Kiwi Property in accordance with the Voluntary Best Practice Guidelines issued by the
Property Council of Australia.
3. Occupancy calculated by area. Vacant tenancies with current or pending development works are excluded from the occupancy statistics. At 30-Sep-19 this excluded 1,660 sqm at Sylvia Park and
353 sqm at The Base.
4. Weighted average lease expiry at 30-Sep-19 is calculated by gross income.
5. Calculated as the compound average growth rate (CAGR) for the period. The total shareholder return shows theoretical growth in shareholder value, assuming dividends are re-invested in
additional shares at the ex-dividend date. Dividends include both normal and special dividends.
Kiwi Property: overview
1
3
5
Kiwi Property > Type Presentation Name > Date
•Raising approximately $200 million of equity to pay down debt and create additional
balance sheet headroom
•Will reduce gearing at 30 September 2019 to 27.4% on a pro-forma basis providing
capacity to progress developments and respond to acquisition opportunities as they
arise
•$258m of development activity underway comprising the Sylvia Park galleria and south
carpark development due for completion in 2020
•
Longer term development of mixed-use communities planned for Sylvia Park (Auckland),
LynnMall (Auckland), The Base (Hamilton) and the 51ha site at Drury (Auckland)
•$180 million underwritten Placement and $20 million Retail Offer, with the ability to
accept up to $10 million of oversubscriptions at Kiwi Property's sole discretion
•New shares to be offered at a fixed price of $1.58 per share
•All shares issued under the Placement and Retail Offer will be eligible for the interim
dividend payment (expected to be 3.525 cents per share and paid on
18 December 2019)
•Dividend guidance for FY20 maintained at 7.05 cents per share (subject to a continuation
of reasonable economic conditions)
•Kiwi Property’s dividend policy is to pay out up to 100% of FFO as cash dividends. Kiwi
Property's dividend currently exceeds AFFO (refer page 9). The Board is seeking to grow
AFFO to cover the Company's dividend
1
2
3
4
5
Raising equity to reduce debt and fuel growth
6
Kiwi Property >
Expected
interim results
7
Kiwi Property > Type Presentation Name > Date
Sound interim financial result expected
1
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the' board. All 1H20 metrics exclude the impact of this transaction.
2. Excluding ANZ Raranga, disposal of North City and tenancies impacted by the Sylvia Park development
$
89.6
m
Net rental income
-$0.3m -0.3
%
$
51.9
m
FFO
-$0.4m -0.8
%
•The current period’s earnings
reflect robust rental growth at the
Vero Centre
•Like-for-like net rental income
2
+$1.8m (+2.1%)
•Net profit impacted by fair value
loss on interest rate swaps of
$12.9m, following recent interest
rate cuts
$
59.6
m
Operating profit before tax
-$0.5m -0.8
%
$
36.8
m
Net profit after tax
-$11.5m -23.8
%
8
Kiwi Property > Type Presentation Name > Date
Expected FFO, AFFO and interim dividend 1H20
1
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
2. Calculated with reference to the weighted number of shares for the period.
3. AFFO is an alternative non-GAAP performance measure used by Kiwi Property. AFFO is a measure used by real estate entities to describe their underlying and recurring cash flows from
operations. Broadly, AFFO adjusts FFO by deducting the cost of lease incentives and leasing fees provided for sustaining and maintaining existing space and annual maintenance capital
expenditure. AFFO does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to information presented by other entities. AFFO is calculated by Kiwi
Property in accordance with the Voluntary Best Practice Guidelines issued by the Property Council of Australia.
3.60
cps
2
FFO
-0.07 cps -1.8
%
3.21
cps
2
AFFO
3
+0.10 cps +3.1%
3.525
cps
FY20 interim cash dividend
+0.05 cps +1.4%
An interim dividend of 3.525 cents
per share is expected
•Up 1.4% on the comparable
period last year
•In-line with guidance
9
Kiwi Property > Type Presentation Name > Date
4.6
%
Rental growth from new
leasing and rent reviews
FY19: 4.0%
99.4
%
Occupancy
2
FY19: 99.3
%
5.1 years
weighted average lease expiry
3
FY19: 5.2 years
Expected portfolio metrics at 30 September 2019
1
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
2. Occupancy calculated by area. Vacant tenancies with current or pending development works are excluded from the occupancy statistics. At 30-Sep-19 this excluded 1,660 sqm at Sylvia Park and
353 sqm at The Base.
3. Weighted average lease expiry at 30 September 2019 is calculated by gross income.
•Portfolio strength continues to improve,
driven by intensive asset management
•Rental growth includes rental reviews
+3.8
%
and new leasing activity +9.1
%
•Good leasing results for both the
mixed-use portfolio +14.1
%
and the
office portfolio +8.5
%.
. Retail portfolio
growth +0.8
%
•Occupancy and weighted average
lease expiry metrics remain strong
10
Kiwi Property >
Our portfolio
11
Kiwi Property >
Sylvia Park
Sylvia Park LifestyleLynnMall
The Base (50
%
)
Westgate LifestyleCentre Place NorthVero Centre
The PlazaNorthlandsThe Aurora Centre
ASB North Wharf
44 The Terrace
The Base (50
%
)
key:
mixed-use portfolioretail portfoliooffice portfolio
Our portfolio
Sylvia Park
12
Kiwi Property > Type Presentation Name > Date
Portfolio overview
1
Expected at 30-Sep-19
1
Mixed-use RetailOffice Total
Number of assets44412
Value ($m)
2,3
1,612.2604.2894.8 3,111.2
% of total portfolio by value49182794
Net lettable area (sqm)229,077 114,86895,995 439,941
Number of tenants50332267892
% investment portfolio by gross income472726100
Occupancy (by area)
4
99.8
%
99.3
%
98.8
%
99.4
%
Weighted average lease expiry (by income)3.9 years 3.3 years 9.1 years 5.1 years
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
2. At 30-Sep-19, excluded other properties and development land with a combined value of $212.7 million (6
%
of total portfolio value).
3. Assets were not independently valued at 30-Sep-19. Assets are held at their 31-Mar-19 independent valuations adjusted for capital expenditure incurred over the period.
4. Vacant tenancies with current or pending development works are excluded from the occupancy statistics. At 30-Sep-19 this excluded 1,660 sqm at Sylvia Park and 353 sqm at The Base.
Tenancies at Westgate Lifestyle subject to vendor rental underwrites are treated as occupied.
5. Kiwi Property owns 100
%
of all assets except The Base which is 50
%
owned.
13
Kiwi Property > Type Presentation Name > Date
Portfolio location
Notes:
1. Property valuation as included in Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the
impact of this transaction.
2. Population statistics are sourced from Statistics New Zealand, 2018 Census results (usually resident population count).
14
Kiwi Property > Type Presentation Name > Date
mixed-use49
%
retail18
%
office27
%
other
6
%
Sector diversification
by portfolio value
Geographic diversification
by portfolio value
Auckland
71%
Hamilton
8%
Christchurch
8%
Wellington
7%
Palmerston North
6%
Geographic and centre diversification
1
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
15
Kiwi Property > Type Presentation Name > Date
Outlook Key points
(Premium and A-grade accommodation)
▲
supply
- Premium: no change to stock until completion of the 39,000
sqm PwC Tower, now 2020
- A-grade: stock is expected to increase by over 35,000 sqm
in 2021 with the completion of 10 Madden Street, plus two
Mansons developments on Fanshawe Street
▲
absorption
- Premium: solid tenant demand environment is expected to
result in positive overall absorption as new supply comes on
board and landlords backfill remaining space
- A-grade: negative absorption expected in 2020 as several
occupiers upgrade to new space or backfill premium
space post the completion of the new PwC Tower. Positive
absorption is expected from 2021
▲
vacancy
- Premium: forecast to be 2.3
%
for 2019, increasing to 7.9
%
in
2020 following completion of the PwC Tower then
fluctuating between 5
%
and 10
%
through to 2023
- A-grade: forecast to be 3.5
%
for 2019, increasing as supply
increases but remaining below 9
%
through to 2023
►
rents
($/sqm/net
effective)
- Premium: forecast to average $469/sqm for 2019, softening
to $460/sqm in 2020 with slow growth (1.6
%
pa) to 2023
- A-grade: forecast to average $366/sqm for 2019, softening
to $364/sqm in 2020 with slow growth (1.4
%
pa) to 2023
▼
yield
- Premium: forecast to average 5.1
%
at end 2019, firming to
5.0% in 2020
- A-grade: forecast to average 6.0
%
at end 2019, firming to
5.9
%
in 2020
Auckland CBD office market
1
Our Auckland office exposure
2
premiuma-grade
buildings
Vero CentreASB North Wharf
value $m451.5230.5
office portfolio %
by value
50.525.8
total portfolio %
by value
13.66.9
WALE years6.111.2
occupancy%97.0100.0
expectations
With high premium-
grade occupancy
and no new supply
until 2020, Vero
Centre has benefited
from rental growth
and strong investment
interest in the asset
class
ASB North Wharf has
excellent investment
qualities; an
unparalleled and
improving location,
high-quality building
and a long-term
lease in place to a
secure tenant. Its
value should
continue to benefit
from high investor
demand for these
attributes
Notes:
1. Market statistics sourced from CBRE Research, Auckland Property Market Outlook (Jun-19).
2. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
16
Kiwi Property > Type Presentation Name > Date
Wellington CBD office market
1
Outlook Key points
(A-grade and B-grade accommodation)
▲
supply
- A-grade: in 2019, nearly 50,000 sqm of A-grade space is
expected to re-enter supply, predominantly the return of
buildings withdrawn for repair post the 2016 earthquake
and the completion of WAP2 projects, including the 38,000
sqm Bowen Campus
- B-grade: almost 80,000 sqm is expected to re-enter the
market over 2020-2022
▲
absorption
- A-grade: expected to have positive net absorption from
2019 as new supply comes on-board
- B-grade: positive net absorption is forecast from 2020-2022
▲
vacancy
- A-grade: forecast to be 1.2
%
for 2019 but with supply out-
stripping absorption will increase to c. 5
%
by 2023
- B-grade: forecast to be 2.1
%
for 2019 but with supply out-
stripping absorption will increase to c. 8
%
by 2023
▲
rents
($/sqm/net
effective)
- A-grade: forecast to average $312/sqm for 2019, increasing
to $338/sqm over the next two years then remaining stable
- B-grade: forecast to average $246/sqm for 2019 and remain
stable over the forecast horizon
▲
yield
- A-grade: forecast to average 7.1
%
at end 2019, firming to
7.0
%
in 2020
- B-grade: forecast to average 8.2
%
at end 2019
Our Wellington office exposure
2
a-gradeb-grade
buildings
The Aurora Centre44 The Terrace
value $m159.553.3
office portfolio %
by value
17.86.0
total portfolio %
by value
4.81.6
WALE years14.77.2
occupancy%100.0100.0
expectations
The Aurora Centre and 44 The Terrace both
present as solid investment-grade assets. Both
have been strengthened and refurbished to a
high standard and benefit from long-term
government leases over all office space
Notes:
1. Market statistics sourced from CBRE Research, Wellington Property Market Outlook (Jun-19).
2. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
17
Kiwi Property > Type Presentation Name > Date
Retail sales by centre
Year ended
MAT $m% Var. from Sep-18 Specialty sales
1
Pedestrian
count
30-Sep-19total like-for-like $/sqm GOC% million pa
Sylvia Park559.0
LynnMall257.2
The Base – Te Awa157.0
Mixed-use centres973.2
Centre Place North76.5
The Plaza200.3
Northlands 286.6
Retail centres563.5
Shopping centres1,536.7 +2.1+2.011,400 11.9 46.2
Sylvia Park Lifestyle
2
7.3
Westgate Lifestyle
2
23.2
The Base – LFR 142.6
Large format retail173.1
Total1,709.7
•Overall sales (excluding large format
centres) grew by +2.1
%
or 2.0
%
like-for-
like
•Specialty sales grew to $11,400 per
square metre, up from $11,000 per
square metre in March 2019, and a
consistent gross occupancy cost ratio
of 11.9
%
means rentals have likewise
improved
Notes:
1. Specialty sales $/sqm and GOC% include commercial services categories.
2. Sales data is being requested, however most tenants are not obliged to provide under current leases. Total sales reported are shown, but due to the changing composition of those who do
report, comparable statistics are not meaningful.
18
Kiwi Property > Type Presentation Name > Date
Year ended
MAT $m % Var. from Sep-18
30-Sep-19 total like-for-like
●
Supermarkets291.7 -3.5+1.8
●
Department stores / DDS182.2 +4.4+1.4
●
Cinemas34.2 -5.4-5.4
●
Mini-majors240.9 +2.6+1.2
●
Fashion255.3 -2.3-0.6
●
Commercial services194.8 +11.0 +11.8
●
Food135.1 +2.6+1.0
●
Pharmacy and wellbeing102.3 +10.6+0.7
●
General77.7 +1.3-0.3
●
Home and living22.6 +12.1-1.0
Total: Shopping centres1,536.7 +2.1+2.0
key:majors mini-majors specialty
Retail sales by category
•Positive growth has been recorded across
most categories, with particularly good
uplift from:
•Commercial services; discretionary
spend including travel and mobile
phones
•Pharmacy and wellbeing; including
personal services such as hair, beauty,
massage and cosmetics
•Mini-majors; good growth from those in
the home/living categories
•While fashion recorded a sales decline
overall, some sub-categories showed
good growth, including sportswear,
fashion accessories and fine jewellery
•The supermarket category was impacted
by the exit of Countdown from Sylvia Park
in FY19
19
Kiwi Property >
Investment record
and opportunities
20
Kiwi Property > Type Presentation Name > Date
Sep-18Mar-19Sep-19Mar-20Sep-20Mar-21Sep-21beyond
Development pipeline
Drury structure planningDrury plan change activitiesDrury design & development
Langdons Quarter
Northlands major, mini-major and specialty space
The Base food and beverage precinct
~$258 million of development in
progress
Sylvia Park Kmart
Sylvia Park No.2 office/hotel building
Sylvia Park No.3 office building
LynnMall mixed use and commercial
Mar-18
CompletedIn progressAdvanced planningMaster planning (indicative, not committed and subject to change)
21
Sylvia Park galleria & south carpark
Kiwi Property > Type Presentation Name > Date
Sylvia Park, Auckland
total land holdings
35 hectares
The Base, Hamilton
total land holdings
7 hectares
LynnMall, Auckland
Drury, Auckland
total land holdings
51 hectares
total land holdings
30 hectares
Our mixed use opportunities
22
Kiwi Property > Type Presentation Name > Date
Tower Two
MASTER PLANNING
Planning underway
for a 15,000 sqm
office tower,
including potentially
a ~140 room hotel
Kmart
COMPLETED AUG-19
New 5,000 sqm
store, open 24/7
and already one of
Australasia’s
leading Kmart
locations
South carpark
IN PROGRESS
A five-level, ~900
space carpark
building, featuring
10 EV charging
stations
Galleria
IN PROGRESS
New galleria level
featuring a
Farmers, dining
terrace and ~60
leading retail stores
Sylvia Park: delivering mixed-use at scale
HOYTS
south
carpark
central
carpark
dining
terrace
ANZ
Raranga
galleria
Tower
Two
PAK’nSAVE
The
Warehouse
23
Kiwi Property > Type Presentation Name > Date
Sylvia Park: strategic land acquisitions
Land acquisitions
COMPLETE
•51-53 Carbine Road (1) and 7-10 Arthur Brown Place (2) acquired in September 2019 for $25.5 million
•43 Carbine Road (3) was acquired in December 2018 for $25 million
•Adjacency to Sylvia Park and excellent transport connectivity offers strong potential for mixed-use development
Concept only. Subject to changeIndicative only.
1
2
Existing landholding
New acquisition
Key
3
24
Project overview
- New galleria retail level
•~19,000 sqm with ~60 new retailers
•Two-level Farmers department store
•Next generation casual dining experience
•Retailers have committed to ~2/3rds of space
•Strong demand for the balance of the space
from key international and national retailers
•New five level ~900 space carpark building with
10 EV charging stations
Financial metrics
Expected project cost$258m
Projected Y1 yield
(FY22)
5.7
%
Projected Y3 yield
(FY24)
6.2
%
Projected 10-year IRR>10
%
Projected development margin>$30m
Timetable
Construction commencedMar-18
Projected openingFrom mid-20
Cost profile ($m)
spent toto spend
FY19
1H
FY20
2H
FY20
FY21
Total (incl. letting up
allowances)
88.3 58.8 78.5 32.2
Sylvia Park: galleria and south carpark
25
Kiwi Property > Type Presentation Name > Date
Drury will be an integrated mixed-use
community that brings together the
best of contemporary Kiwi life
Featuring a connected community,
thriving local economy and
commitment to sustainability, Drury
will blend traditional character and
modern ideals
Structure Plan now approved by
Auckland Council Planning
Committee and Kiwi Property’s site
has been identified as the “main
centre” for the Drury area
Indicative only.
Concept only. Subject to change.
Creating a mixed-used community at Drury
26
Kiwi Property >
Offer overview
and timetable
27
Kiwi Property > Type Presentation Name > Date
Offer
structure
•Kiwi Property is seeking to raise approximately $200 million through a $180 million underwritten
Placement and a $20 million Retail Offer
•The Retail Offer is open to eligible shareholders with a registered address in New Zealand.
Each eligible shareholder can apply for up to $50,000 of new shares
•Structured to be fair for existing shareholders. All shareholders (unless excluded due to legal
constraints) will be able to participate through either the Placement or Retail Offer. Should
scaling of the retail offer be required, it will be by reference to existing shareholdings
Gross
proceeds
•$200 million comprising:
oUnderwritten Placement of $180 million
oRetail Offer of $20 million with the ability to accept oversubscriptions of up to $10
million at Kiwi Property’s sole discretion
Issue price
•New shares to be offered under the Placement and Retail Offer at a fixed price of $1.58
•The fixed price represents a discount of:
o5.4% to last close ($1.67)
o4.9% to the 5 day VWAP
1
($1.66)
Ranking
•Equal with existing KPG shares. The new shares will be eligible for the Company’s interim
dividend for the six months ended 30 September 2019, expected to be paid on 18 December
2019
DRP
•Due to the timing of this offer, Kiwi Property’s Dividend Reinvestment Plan (“DRP”) has been
suspended in respect of the interim dividend for the six months ended 30 September 2019,
expected to be paid on 18 December 2019. All Shareholders on the register on the record
date for that dividend will be paid the dividend either by cheque or, where provided, to
the nominated bank account
Offer overview
Notes:
1. Average KPG share price weighted by volume over five days prior to the announcement of the Placement
28
Kiwi Property > Type Presentation Name > Date
PlacementDate
Trading halt and bookbuild30 October 2019
Normal trading resumes31 October 2019
Placement settlement and quotation of new shares on NZX4 November 2019
Retail Offer
Record date (5.00pm NZ time)29 October 2019
Dispatch of offer documents and application forms1 November2019
Retail Offer opens1 November2019
Retail Offer closes (5.00pm NZ time)15 November 2019
Settlement of Retail Offer and quotation of new shares on the NZX22 November 2019
Indicative timetable
Notes:
The dates above are subject to change and indicative only. Kiwi Property reserves the right to amend this timetable (including by extending the closing date), subject to applicable laws and the
NZX Listing Rules. Kiwi Property reserves the right to withdraw the Placement and/or the Retail Offer at any time at its absolute discretion.
29
Kiwi Property >
Appendices
30
Kiwi Property > Type Presentation Name > Date
Rental income
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
Six months ended
30-Sep-19 30-Sep-18Variance
$m$m$m%
Sylvia Park21.821.4+0.4+1.8
Sylvia Park Lifestyle2.62.6+0.1+2.9
LynnMall9.49.3+0.1+1.4
The Base6.46.0+0.4+6.1
Mixed-use portfolio40.239.3+1.0+2.5
Westgate Lifestyle3.03.0+0.0+0.1
Centre Place North2.63.0-0.4-13.7
The Plaza8.38.2+0.1+0.8
Northlands 9.99.3+0.6+6.3
Retail portfolio 23.723.5+0.2+1.0
Vero Centre10.98.9+2.0+22.0
ASB North Wharf6.46.2+0.2+3.3
The Aurora Centre4.24.5-0.3-6.5
44 The Terrace1.61.6-0.0-2.5
Office portfolio23.021.2+1.8+8.6
Other properties2.11.9+0.3+13.8
Net operating income
(before disposals)
89.185.8+3.3+3.8
North City-2.7-2.7 -100.0
Net operating income
(after disposals)
89.188.5+0.6+0.7
Straight-lining of fixed rental increases
0.61.4
-0.9
-60.7
Net rental income89.689.9-0.3-0.3
31
•Solid growth in rental income at The
Base underpinned by new lettings,
while in contrast, Centre Place North
experienced increased vacancies
during the period
•Contributions from recently
completed developments, ANZ
Raranga (Sylvia Park) and Langdons
Quarter (Northlands) positively
impacting rents, partially offset by
development impacts at Sylvia Park
galleria and the sale of North City
•Vero Centre vacancies filled, lifting
rental performance; operating
expenses at the Aurora Centre in
Wellington increased on the back of
rising insurance and rates costs
Kiwi Property > Type Presentation Name > Date
Expected pro-forma balance sheet ($000)
1
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this
transaction.
2. Kiwi Property intends to cancel existing interest rate swaps with a total notional value of $120 million.
3. Assumes $200 million of equity is raised.
Summarised Balance Sheet
As at 30-Sep-19Interest rate swap
adjustments
2
Equity raising
adjustments
3
Pro forma
Investment properties 3,330,000 --3,330,000
Cash 11,106 --11,106
Other assets 15,004 --15,004
Total assets 3,356,110 0 0 3,356,110
Finance debt 1,100,679 13,269 -196,378 917,570
Deferred tax liabilities 87,688 3,715-91,403
Other liabilities 112,204 -16,984 -95,220
Total liabilities
1,300,571 0 -196,378 1,104,193
Total equity
2,055,539 0 196,378 2,251,917
Total equity + liabilities 3,356,110 0 0 3,356,110
Shares on issue (000)1,444,295 -126,582 1,570,877
NTA per share $1.423--$1.434
Gearing ratio (LVR)32.9%--27.4%
32
Kiwi Property > Type Presentation Name > Date
Finance debt facilities and fixed rate debt profile
Debt maturity profile
as at 30-Sep-19
$m%
FY20
FY2129222
FY2219415
FY2312310
FY2430023
FY2529122
FY261008
Total facilities 1,300100
Facilities drawn1,100.585
Undrawn facilities 199.515
$31.5
$27.5
$32.5
$52.5
$47.0
$20.0
$35.0
$74.0
$56.0
$25.0
$80.0
$100.0
$33.0
$34.0
$33.0
$31.5
$27.5
$32.5
$53.0
$100.0
$125.0
$125.0
$125.0
Key:
ANZBNZ ` CBA CCB HSBC Westpac Bonds
Debt sources
11%
14%
13%
8%
8%
9%
37%
Notes:
1. Kiwi Property's Interim Report (prepared under NZ IAS 34) is subject to review by its Auditors and by approval of the board. All 1H20 metrics exclude the impact of this transaction.
2. Proforma calculated after $120 million fixed term interest rate swaps cancelled and $196 million debt paid down.
33
Fixed-rate profile (inclusive of bonds on issue Sep-19: $475 million)
Pro-forma
2
30-Sep-19
Percentage of drawn finance debt at fixed rates75
%
73
%
Weighted average interest rate of active fixed-rate debt (excl. fees and margins)3.31
%
3.40
%
Weighted average term to maturity of active fixed-rate debt3.36 years 3.42 years
Kiwi Property > Type Presentation Name > Date
Disclaimer – International Offering Restrictions
This document does not constitute an offer of New Shares of Kiwi Property in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares 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 Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or
708(11) (professional investors) of the Australian Corporations Act 2001 (the “Corporations Act”). This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is
not required to, and does not, contain all the information which would be required in a "disclosure document" under Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments
Commission or the Australian Securities Exchange and the issuer is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be aware that the offer of New
Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.
Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to
sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are
"accredited investors" within the meaning of NI 45-106 –Prospectus Exemptions, of the Canadian Securities Administrators.
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or
protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable
Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Shares outside
Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
Kiwi Property as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Kiwi Property or its directors or officers. All or a substantial
portion of the assets of Kiwi Property and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Kiwi Property or such persons in Canada or to enforce a judgment obtained in Canadian
courts against Kiwi Property or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with New Zealand Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International
Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in New Zealand dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains
a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the
securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian financial
institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the
voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against Kiwi Property if this document or any amendment thereto contains a misrepresentation. If
a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against Kiwi Property. This right of action for rescission or damages is in addition to and without derogation from any other right
the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed
to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against Kiwi Property, provided that (a) Kiwi Property will
not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, Kiwi Property is not liable for all or any portion of the damages that Kiwi Property proves does not
represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered.
Section 138 of the Securities Act(Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action
or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to
the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as any
discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for
greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les
documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures
Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this
document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that
ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that 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 New Shares that are or are intended to be disposed of only to persons outside Hong
Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent
professional advice.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in
Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876 and including non-professional clients having met the criteria for
being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).
34
Kiwi Property > Type Presentation Name > Date
Disclaimer – International Offering Restrictions
International Offer Restrictions/ Eligibility Criteria (Continued)
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document
or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or
as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of Kiwi Property’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an
investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are
advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
Switzerland
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to
the New Shares (i) constitutes a prospectus or a similar notice as such terms are understood under art. 652a, art. 752 or art. 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of art. 27 et seqq. of the SIX Listing Rules or
(ii) has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to regulated financial intermediaries such as
banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations. This document is personal to the recipient and not for general circulation in Switzerland.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and
Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any
accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in
part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will
only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Kiwi Property.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise
be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
United States
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the
United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
35
kp.co.nz
---
Kiwi Property Group Limited
Corporate Action Notice
(Other than for a Distribution)
Updated as at 8 May 2019
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Kiwi Property Group Limited
Class of Financial Product Ordinary Shares
NZX ticker code KPG
ISIN (If unknown, check on NZX
website)
NZKPGE0001S9
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 29/10/2019
Ex-Date (one business day before the
Record Date)
28/10/2019
Currency NZD
Section 6: Share purchase plans (delete if not applicable)
Number of financial products to be
issued
OR
Maximum dollar amount of
Financial Products to be issued
Maximum dollar amount of $20,000,000, with the issuer
retaining the discretion to accept oversubscriptions of an
additional $10,000,000. The offer is for up to $50,000 per
shareholder (or in the case of custodians, per beneficial
shareholder) with a registered address in New Zealand
(comprising an offer pursuant to rule 4.3.1(c) of $15,000
per shareholder with provision to apply a further $35,000
under rule 4.5.1).
Minimum application amount (if
any)
None
Exercise Price $1.58
Scaling reference date By reference to holdings at the Record Date
Closing Date 15/11/2019
Allotment Date 22/11/2019
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Steve Cooper
Contact person for this announcement Steve Cooper
2 of 2
Contact phone number +64 9 359 4025
Contact email address Steve.cooper@kp.co.nz
Date of release through MAP 30/10/2019
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- IPL — Investore Property Limited: Acquisition of Properties and Capital Raise2019-11-18
“7.60cps FY20 cash dividend guidance confirmed $80m* capital raise 99.7%occupancy 2 post acquisition Pro forma LVR 1 : 30.2%post raise 41.2%post raise + acquisition $140.75m acquisition price for three properties Investore Property Limited Key highlights 5 Improved tenant dive…”
- IPL — Investore Property Limited: Successful Completion of $65 Million Placement2019-11-19
“25137519 IMMEDIATE – 20 November 2019 Investore Property Limited Successful Completion of $65 Million Placement Investore Property Limited (Investore) advises that it has successfully completed the $65 million placement of new shares which forms part of the $80 million c…”