Acquisition of Properties and Capital Raise
IMMEDIATE – 19 November 2019
Investore Property Limited
Acquisition of Properties and Capital Raise
• Investore is executing its growth strategy, with conditional agreement reached
with Stride Property Limited to acquire three large format retail assets for
$140.75 million
• Investore is commencing a capital raise (Offer) of up to $80 million, comprising a
$65 million underwritten placement and a retail offer for up to $15 million, with
the ability to accept oversubscriptions at Investore’s discretion of up to a further
$5 million
• Investore expects the acquisition, combined with the Offer, will be accretive to
FY21 distributable profit per share (DPPS) by approximately 2.5% (note 1)
• Guidance of 7.60 cps cash dividend for FY20 remains unchanged
Investore Property Limited (Investore) is pleased to announce that it has entered into a conditional
agreement with Stride Property Limited (SPL) to acquire three large format retail assets for a purchase
price of $140.75 million. To support the acquisition, Investore is commencing a capital raising (Offer) to
raise up to $80 million, comprising a $65 million placement and a $15 million retail offer with the ability
to accept oversubscriptions for the retail offer of up to $5 million.
Delivering on Strategic Objectives
Investore’s strategy is to invest in quality, large format retail properties throughout New Zealand, and it is
the only listed property company with this singular focus. This asset class comprises properties
anchored by nationally recognised retailers with long lease-terms and high occupancy rates. The Board
has been focussed on growing Investore’s portfolio of properties within this mandate. Investore believes
that the combination of the proposed acquisition with the Offer delivers on this growth strategy,
providing benefits to shareholders, as it is expected to increase FY21 DPPS by approximately 2.5 %
(note 1).
The overall transaction (comprising the acquisition and the Offer) is consistent with Investore’s four
strategic principles:
• Active portfolio management: The acquisition strengthens Investore’s longstanding
relationships with existing core tenants, including Countdown and Bunnings, while also ensuring
2
the portfolio retains strong metrics, including occupancy of 99.7% and weighted average lease
term (note 2) in excess of 10 years.
• Targeted growth: The acquisition increases Investore’s total portfolio value, through adding
quality large format retail properties. The acquisition also improves tenant diversification, adding
new nationally recognised tenants to the portfolio, including Rebel Sports, Briscoes, Hunting and
Fishing, and Freedom Furniture.
• Continued portfolio optimisation: The acquisition includes properties that have the potential for
further development over time through expansion and intensification to meet tenant needs and
the surrounding catchment; and increases Investore’s exposure to the growing regions of
Auckland and Tauranga.
• Proactive Capital Management: To support the acquisition, Investore is undertaking a capital
raise of up to $80 million. The proceeds of the Offer will be used initially to pay down debt, prior
to settlement of the acquisition, with Investore’s loan to value ratio reducing to 30.2%
(calculated on the basis of the 30 September 2019 loan to value ratio and assuming the Offer of
$80 million had been completed as at that date and the proceeds net of costs used to pay down
debt). Following completion of the acquisition, the loan to value ratio is expected to return to
around current levels.
Acquisition Details
Investore is acquiring three large format retail properties from SPL, being:
• Bunnings Mt Roskill, Auckland (hardware category);
• Mt Wellington Shopping Centre, Auckland – which is a centre anchored by a Countdown
Supermarket and with 21 specialty tenants (everyday needs category); and
• Bay Central Shopping Centre, Tauranga – a large format shopping centre which includes three
anchor tenants (Rebel Sport, Briscoes and NZ Post) and a number of specialty tenants (general
merchandise, homewares categories).
The acquisition remains subject to a number of conditions, including the Investore Board’s satisfaction
with due diligence, approval by the Investore Board, approval of Investore shareholders to the acquisition
as a related party transaction, and Overseas Investment Office approval.
Mike Allen and Gráinne Troute, the independent directors of Investore, managed the sale and purchase
agreement negotiation with the SPL Board and received independent valuations on each of the
properties. The valuations support the $140.75 million acquisition price.
SPL has committed to pay for certain seismic upgrade works on the properties, and has agreed to
provide a rental underwrite at agreed levels in respect of four vacant specialty tenancies for a period of
up to two years.
3
Investore is also considering other acquisition opportunities that are consistent with its investment
mandate.
Shareholder Approval Sought at Special Meeting
The acquisition from SPL will be a ‘Material Transaction’ for the purposes of the related party rules of the
NZX Listing Rules, and therefore will be subject to approval by Investore shareholders (excluding SPL
and its directors). A special meeting of shareholders will be arranged and details will be provided to
shareholders in due course.
Northington Partners has been engaged to prepare an Independent Appraisal Report (IAR) in
accordance with the requirements of the NZX Listing Rules, to provide an overall assessment of the
fairness of the transaction. The IAR will accompany the notice of meeting to be sent to shareholders.
If the transaction is approved by shareholders, then it will still remain subject to the approval of the
Overseas Investment Office, and accordingly, is not expected to settle before 1 April 2020.
Offer
The Offer comprises:
• Placement: A placement of $65 million to eligible investors. SPL has committed to subscribe for
shares in the placement
with the intention of maintaining its 19.9% shareholding (post
placement but prior to allotment of shares under the retail offer). The placement price will be set
through a bookbuild process during the course of today, with an underwritten floor price of
$1.75, which represents a discount of 7.5% to the last close ex-dividend ($1.89) and 5.4%
discount to the 5 day VWAP ex-dividend ($1.85). Any shares not taken up in the placement will
be underwritten by Goldman Sachs New Zealand Limited at the underwritten floor price,
pursuant to the terms of a placement agreement entered into with Investore today.
• Retail Offer: A retail offer to all eligible shareholders with a registered address in New Zealand,
under which each eligible shareholder can apply for up to $50,000 new shares, subject to a
$15 million overall cap with discretion for Investore to accept oversubscriptions of up to a further
$5 million. The issue price will be the same price as paid by investors in the placement. The retail
offer has been structured to be as fair as possible to all existing shareholders, and enables
almost all shareholders to participate through either the placement or the retail offer (except
where restricted due to legal constraints), and should scaling be required, it will be by reference
to existing shareholdings and taking into account Investore’s maximum placement capacity
under the NZX Listing Rules. The retail offer opens on 25 November 2019, with the offer
document and application form in respect of the retail offer also being available from that date.
4
The new shares issued under the Offer will not participate in the 1.90 cents per share dividend payable
on 27 November 2019.
The Board looks forward to investors’ support for the capital raising.
Notes:
1. DPPS accretion has been calculated by comparing Investore’s budgeted FY21 DPPS (calculated
assuming that the capital raising and acquisition did not occur) against the expected pro forma FY21
DPPS including the transaction, and excluding any one-off transaction costs. The pro forma FY21
DPPS is based on: (i) Investore’s standalone budget for FY21 DPPS; (ii) pro forma earnings impacts of
the acquisition assuming the conditional transaction occurs; (iii) estimated pro forma impacts of the
acquisition financing, assuming the full amount of the capital raising of $80 million is raised and debt
financing with associated interest costs and interest rate hedging strategies are implemented; and (iv)
Investore’s pro forma number of shares outstanding post transaction (accounting for both new shares
issued under the placement and retail offer).
2. Weighted average lease term as at 30 September 2019, assuming the acquisition had settled as at that
date.
Ends
Attachments provided to NZX:
• Investore Property Limited - Acquisition of Properties and Capital Raise 191119
• Investore Property Limited – Acquisition and Capital Raise Presentation 191119
• Investore Property Limited – Corporate Action Notice 191119
For further information please contact:
Mike Allen, Chairman, Investore Property Limited
Mobile: 021 606 134 - Email: mike.allen@investoreproperty.co.nz
Philip Littlewood, Chief Executive Officer, Stride Investment Management Limited as manager of Investore
Mobile: 021 230 3026 - Email: philip.littlewood@strideproperty.co.nz
Jennifer Whooley, Chief Financial Officer, Stride Investment Management Limited as manager of Investore
Mobile: 021 536 406 - Email: jennifer.whooley@strideproperty.co.nz
Louise Hill, General Manager Corporate Services, Stride Investment Management Limited as manager of Investore
Mobile: 0275 580 033- Email: louise.hill@strideproperty.co.nz
---
Acquisition and
Capital Raise
Announcement
19 November 2019
Investore Property Limited
Disclaimer and important notice
2
This presentation has been prepared by Investore Property Limited (Investore) in relation to the placement and
retail offer of new shares in Investore (New Shares) to be made to:
•Eligible institutional and other selected investors (Placement); and
•Eligible shareholders of Investore (Retail Offer),
under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) (the Placement and the Retail
Offer, together, are the Offer).
Information
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 Investore or
that would be required in a product disclosure statement for the purposes of the FMCA. Investore is subject to a
disclosure obligation that requires it to notify certain material information to NZX Limited (NZX). This presentation
should be read in conjunction with Investore's other periodic and continuous disclosure announcements released
to NZX. No information set out in this presentation will form the basis of any contract.
NZX
The New Shares will be quoted on the NZX Main Board following completion of allotment procedures. However,
NZX accepts no responsibility for any statement in this document. NZX is a licensed market operator, and the
NZX Main Board is a licensed market under the FMCA. Investore has been designated as a "Non-Standard" (NS)
issuer by NZX.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a
recommendation to acquire Investore 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 advisor if necessary.
Investment risk
An investment in securities in Investore is subject to investment and other known and unknown risks, some of
which are beyond the control of Investore. Investore does not guarantee any particular rate of return or the
performance of Investore.
Not an offer
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. 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
lodgement 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 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.
Disclaimer
None of Investore, Stride Investment Management Limited (SIML), Goldman Sachs New Zealand Limited or their
related companies and affiliates including, in each case, their respective shareholders, directors, officers,
employees, affiliates, agents or advisors, as the case may be (Specified Persons), have independently verified or
will verify any of the content of this presentation and none of them are under any obligation to you if they become
aware of any change to or inaccuracy in the information in this presentation.
To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability whatsoever
for any loss, damage or other consequence (whether foreseeable or not) suffered by any person from the use of
the content of this presentation, from refraining from acting because of anything contained in or omitted from this
presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or
by omission and whether arising under statute, in contract or equity or from any other cause). No Specified
Person makes any representation or warranty, either express or implied, as to the accuracy, completeness or
reliability of the information contained in this presentation. You agree that you will not bring any proceedings
against or hold or purport to hold any Specified Person liable in any respect for this presentation and content of
this presentation and waive any rights you may otherwise have in this respect.
Past performance
Past performance information provided in this presentation may not be a reliable indication of future performance.
No guarantee of future returns is implied or given.
Forward-looking statements
This presentation may contain certain forward-looking statements with respect to the financial condition, results
of operations and business of Investore. Forward-looking statements can generally be identified by use of words
such as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will'or
similar expressions. All such forward-looking statements involve known and unknown risks, significant
uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Investore,
which may cause the actual results or performance of Investore to be materially different from any future results
or performance expressed or implied by such forward-looking statements. Such forward-looking statements
speak only as of the date of this presentation. Investore undertakes no obligation to update these forward-looking
statements for events or circumstances that occur subsequent to such dates or to update or keep current any of
the information contained herein. Any estimates or projections as to events that may occur in the future (including
projections of revenue, expense, net income and performance) are based upon the best judgement of Investore
from the information available as of the date of this presentation. Actual results may vary from the projections
and such variations may be material. You are cautioned not to place undue reliance on forward-looking
statements.
For purposes of this Disclaimer and Important Notice, "presentation" shall mean the slides, any oral presentation
of the slides by Investore, any question-and-answer session that follows that oral presentation, hard copies of
this document and any materials distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and
are subject to change without notice. Investore reserves the right to withdraw, or vary the timetable for, the
Placement or the Retail Offer, without notice.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and,
in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and
agree to comply with the contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable
laws and regulations to receive the information contained in this presentation; (iii) you will base any investment
decision solely on information released by Investore via NZX (including, in the case of the Retail Offer, the Offer
Document; and (iv) you agree that this presentation may not be reproduced in any form or further distributed to
any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any
purpose.
IBDROOT\PROJECTS\IBD-HK\LIMESODA2019\645387_1\04 Presentations\20191112 Cap Raise Announcement
Presentation\Soda - IPL Capital Raise Investor Briefing 20191114 LH PL edits.pptx
04Overview
05Key Highlights
06Offer Summary
07Overview of Acquisition
12Offer Timetable
13International Offer Restrictions
Investore has been designated as a "Non-Standard" (NS) issuer by NZX Limited (NZX). A copy of the waivers granted by NZX
from the NZX Main Board Listing Rules dated 1 October 2017 (specifically, Listing Rules 3.3.5 to 3.3.15 and 3.4.3) in respectof
Investore's "NS" designation can be found at
www.nzx.com/companies/IPL/documents. Until such time as these waivers are
reissued by NZX (or 30 June 2020 if these waivers are not reissued by that date), Investore will continue to rely on them under
the NZX Regulation Decision dated 19 November 2018 regarding the continuing application of waivers granted under the
previous NZX Main Board Listing Rules.
Investore Property Limited
Contents
3
•Investore Property Limited (Investore) has agreed to acquire three large format
retail assets from Stride Property Limited (SPL) for $140.75 million. The
acquisition remains subject to certain conditions, including completion of
satisfactory due diligence, Investore Board approval, Investore shareholder
approval and approval of the Overseas Investment Office (OIO). Settlement is
expected to occur in April 2020, subject to timing of approval from the OIO
•Investore is seeking to raise up to $80 million through a $65 million
underwritten share placement (Placement) and a $15 million retail offer by way
of a share purchase plan (with ability to accept oversubscriptions under the
retail offer of up to $5 million) (Retail Offer), to support the acquisition
•The net proceeds of the capital raising will be used to repay debt and reduce
pro forma LVR as at 30 September 2019 from 40.6% to 30.2%
1
, with the
available facility headroom then used to settle the acquisition, with LVR
expected to return to around current levels
•The number and pricing of new shares being offered under the Placement will
be determined via a bookbuild process today with an underwritten floor price of
$1.75
•The Retail Offer will be at a fixed price that is the same as the price paid by
investors under the Placement
•FY20 dividend per share guidance is maintained at 7.60 cents per share
•All shares issued under the Placement and Retail Offer will be allotted after the
record date for Investore’s second quarter dividend on 20 November 2019 and
will not participate in that dividend
Investore Property Limited
Overview
4
Acquisition of
three
properties
$140.75m
Capital Raise
$80m*
Key Offer
Metrics
$65m
Underwritten
Placement
$15m*
RetailOffer
Pro forma
LVR
1
30.2%
(post raise)
41.2%
(post raise + acquisition)
1. LVR calculated as drawn debt divided by property value (excluding the land lease liability of $7.6 million as at 30 September 2019), based
on 30 September 2019 LVR, as if the capital raise of $80 million net of costs was used to repay debt as at that date.
* With the ability to accept oversubscriptions of up to $5 million.
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
diversification with
48additional tenants
23 new nationally
recognised retailers
37,708 sqm
increase in net lettable
area
87% Contract Rental
3
from anchor tenants
4
post acquisition
Acquisition
Offer
* With the ability to accept oversubscriptions of up to $5 million.
1.See footnote 1 on page 4.
2.Calculated as at 30 September 2019, including the three properties to be acquired, and assuming the tenancies subject to the underwrite by the vendor are fully occupied.
3.Contract Rental is the amount of rent payable by each tenant, plus other amounts payable by that tenant to the landlord underthe terms of the relevant lease as at 30 September 2019, annualised for the 12 month period on the basis of
occupancy level for the relevant property as at 30 September 2019, and assuming (1) the acquisition had settled as at 30 September 2019, (2) no default by the tenant, and (2) the extension to the Bay Central premises had been
c
ompleted as at 30 September 2019.
4.Anchor tenants are defined as tenants with greater than 2,000 sqm net lettable area.
Offer components
•Underwritten Placement to eligible investors
•Retail Offer to all eligible shareholders with a registered address in New Zealand, under which each shareholder
can apply for up to $50,000 of new shares
•Structured to be as fair as possible for all existing shareholders. Almost all shareholders (unless restricted due to
legal constraints) will be able to participate (through the Placement or Retail Offer). If scaling is required, it will be
by reference to existing shareholdings and taking into account Investore’s maximum placement capacity under the
NZX Listing Rules
Gross proceeds
•$80 million comprising:
–Placement of $65 million
–Retail Offer of $15 million (with the ability to accept oversubscriptions up to $5 million at Investore’s sole
discretion)
Issue price
•New shares under the Placement will be issued at a price determined via a bookbuild process today with an
underwritten floor price of $1.75
•New shares under the Retail Offer will be issued at a fixed price that is the same as the Placement price
•The underwritten floor price represents a discount of:
–7.5% to the last close ex-dividend ($1.89)
–5.4% to the 5 day VWAP ex-dividend ($1.85)
Ranking
•New shares will rank equally with Investore shares on issue at the date of issue of the new shares
•The new shares will not be able to participate in the 1.90 cents per share dividend payable on 27 November 2019
Stride Property Limited
commitment
•SPL has committed to participate in the Placement with the intention of maintaining its 19.9% shareholding (post
Placement but prior to allotment of shares under the Retail Offer)
Investore Property Limited
Offer summary
6
Investore Property Limited
Overview of acquisition
7
•The purchase price is $140.75m payable in cash
•SPL has committed to pay for certain seismic upgrade works on the properties. SPL has also agreed to provide an underwrite in
respect of four vacant specialty tenancies for a period of up to two years
•The agreement remains subject to a number of conditions, including Investore Board’s satisfaction with due diligence, approval by the
Investore Board, approval of Investore shareholders to the acquisition as a related party transaction, and Overseas Investment Office
approval. Investore will hold a shareholder meeting in January 2020 to vote on the transaction
•Investore expects the acquisition, combined with the Offer, will be accretive to FY21 distributable profit per share (DPPS) by
approximately 2.5%
1
, assuming the transaction settles in April 2020
•The transaction has been negotiated on an arms’ length basis by Investore’s independent directors
•Investore expects settlement to occur in April 2020, subject to obtaining Overseas Investment Office approval by that date. Dueto the
delay between raising the capital to fund the acquisition and settlement of the transaction, Investore expects to close out approximately
$30 million of interest rate swaps aligned with the timing of the Offer
•Investore continues to consider other acquisition opportunities that are consistent with its investment mandate
Investore’s strategy is to invest in quality, large format retail properties throughout New Zealand. It is the
only NZX listed company focussed on this asset class, which comprises properties having long-lease terms,
high occupancy rates, and nationally recognised retailers
The addition of the three properties to the Investore portfolio supports this strategy, adding exposure to New
Zealand’s faster growing regions, adding to Investore’s rental growth profile and increasing tenant
diversification
1.DPPS accretion has been calculated by comparing Investore’s budgeted FY21 DPPS (calculated assuming that the capital raising andacquisition did not occur) against the expected pro forma FY21 DPPS including the transaction,
and excluding any one-off transaction costs. The pro forma FY21 DPPS is based on: (i) Investore’s standalone budget for FY21 DPPS; (ii) pro forma earnings impacts of the acquisition assuming the conditional transaction occurs; (iii)
estimated pro forma impacts of the acquisition financing, assuming the full amount of the capital raising of $80 million is raised and debt financing with associated interest costs and interest rate hedging strategies are implemented; and
(iv) Investore’s pro forma number of shares outstanding post transaction (accounting for both new shares issued under the placement and retail offer).
Loan to value
ratio 42%
1
Weighted average lease term.
Investore Property Limited
Key metrics of the properties being acquired
1
8
PropertyNLA (sqm)TenantsNet IncomeWALT
2
Market Cap
RateOccupancy
Mt Roskill
(Bunnings)
11,601 1$2.34m
7.4 years4.88 %
100%
Bunnings
Mt Wellington
(anchored by
Countdown)
9,01122$2.62m
3.1 years6.63%100%
1
Tauranga
(Bay Central)
17,09729 $3.54m
4.2 years6.75%100%
1
1.Includes tenancies subject to the underwrite by the vendor.
2.Weighted Average Lease Term as at 30 September 2019.
Loan to value
ratio 42%
1
Weighted average lease term.
Investore Property Limited
Acquisition is consistent with our investment strategy
9
1.Active Portfolio Management
•Strengthens long-standing relationships with existing
core tenants including Countdown and Bunnings
•Retains strong portfolio metrics, including occupancy
and pro forma WALT
1
of 10.8 years
4. Proactive Capital Management
•$80 million Offer announced to support acquisition
•Pro forma LVR following completion of the Offer (but
prior to acquisition) of 30.2%
2
will provide financial
capacity with LVR to return to around current levels
(41.2%) if the acquisition proceeds
2. Targeted Growth
•Increases total portfolio value, through adding quality
large format retail properties
•Improved tenant diversification with new nationally
recognised tenants including Rebel Sport / Briscoes,
Hunting & Fishing and Freedom Furniture
3. Continued Portfolio Optimisation
•Opportunity to further develop acquired properties over
time through expansion and intensification to meet
tenant needs and the surrounding catchment
•Increases exposure to the growing regions of Auckland
and Tauranga
1.Weighted average lease term as at 30 September 2019, assuming the acquisition had settled as at that date,
2.See footnote 1 on page 4.
Investore Property Limited
Acquisition improves portfolio mix
10
Pro forma geographic mix
1
Major tenant concentration
2
Auckland
35%
Wellington
14%
Otago
4%
Waikato
9%
Canterbury
10%
Other North
Island
23%
Other South Island
5%
Acquisition achieves Investore’s strategy of targeted portfolio growth by adding additional scale through properties that will enhance tenant
diversification and increase geographic exposure to the Auckland region
1.Calculated as at 30 September 2019 based on net contract rental assuming the acquisition had settled as at that date.
2.Based on tenants greater than 1% of gross rental income; graph compares Investore’s position as at 30 September 2019 against position as at 30 September 2019 and assuming the acquisition had settled as at that date.
North Island
81%
South Island
19%
Acquisition is consistent with Investore’s strategy of targeted portfolio growth by adding additional scale
through properties that will enhance tenant diversification and increase geographic exposure to the
Auckland region
73%
10%
5%
4%
3%
1%
64%
13%
5%
3%
2%
1%
1%
1%
Woolworths NZ
Bunnings NZ
Foodstuffs
Mitre 10 NZ
The Warehouse
Group
Animates
Briscoes Group
NZ Post
= As at 30 September 2019
= Pro forma as at 30 September 2019
Investore Property Limited
Capital raise to fund acquisition
11
Pro forma LVR
•Net proceeds from the Offer
will be used initially to repay
bank debt and will reduce
pro forma LVR as at 30
September 2019 from
40.6% to 30.2%
1
•If the acquisition from SPL
proceeds this would return
Investore’s LVR to around
current levels of ~41%
1.See footnote 1 on page 4.
41.8 %
40.6 %$78m
30.2 %
$141m41.2 %
LVR at 31 Mar 2019LVR at 30 Sep 2019Placement + retail offer
net proceeds
Pro forma LVRConditional acquisitionPro forma LVR post
conditional acquisition
Loan to value
ratio 42%
Investore Property Limited
Offer timetable
12
Dates above are subject to change and are an indicative only. Investore reserves
the right to amend this timetable subject to applicable laws and Listing Rules.
Investore reserves the right to withdraw the Offer at any time at its absolute
discretion.
Key dates
Date
Announcement of capital raise and cleansing notice released to the NZXTuesday 19 November 2019
Placement
Investoreenters trading halt and bookbuild undertaken, price determinedTuesday 19 November 2019
Trading halt liftedWednesday 20 November 2019
Placement settlement date, allotment of newshares and tradingcommences on the NZXMonday 25 November 2019
Retail Offer
Retail Offer record date – 5pm NZTMonday 18 November 2019
Expected release of the Retail Offer document and application form, Retail Offer opensMonday 25 November 2019
Retail Offer closing date – 5pm NZTWednesday 4 December 2019
Retail Offer settlement date, allotment of newshares and tradingcommences on the NZXTuesday 10 December 2019
Investore Property Limited
International offer restrictions
13
United States
This document must not be distributed or released 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, 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.
Permitted jurisdictions
This document does not constitute an offer of New Shares of the Company 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.
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.
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 the
Company’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.
Thank you
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010, New Zealand
PO Box 6320, Wellesley Street
Auckland 1141, New Zealand
P +64 9 912 2690
W investoreproperty.co.nz
Investore Property Limited14
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Corporate Action Notice
(Other than for a Distribution)
Page 1 of 1
Section 1: issuer information (mandatory)
Name of issuer Investore Property Limited
Class of Financial Product Ordinary shares in Investore Property Limited
NZX ticker code IPL
ISIN (If unknown, check on NZX
website)
NZIPLE0001S3
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 18 November 2019
Ex-Date (one business day before the
Record Date)
N/A
Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
Up to NZ$50,000 per shareholder / beneficial owner
(comprising a share purchase plan component of
NZ$15,000 with provision to apply for up to a further
NZ$35,000) with an address in New Zealand, for an
aggregate offer size of $15 million with provision for
Investore to accept a further $5 million in
oversubscriptions at its discretion.
Minimum application amount (if any) N/A
Exercise Price The same price as offered under the Placement being
conducted on 19 November 2019
Scaling reference date Any scaling will be applied by reference to holdings of
existing shares at the record date (18 November
2019).
Closing Date 4 December 2019
Allotment Date 10 December 2019
Authority for this announcement
Name of person authorised to make
this announcement
Louise Hill
Contact person for this announcement Louise Hill
Contact phone number 027 558 0033
Contact email address louise.hill@strideproperty.co.nz
Date of release through MAP 19 November 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.
- SPG — Stride Property Limited: Divestment of Large Format Retail Assets2019-11-18
“Stride Property Group (NS) NZX Announcement IMMEDIATE — 19 November 2019 W strideproperty.co.nz Stride Property Group Divestment of Large Format Retail Assets Stride Property Limited (SPL) is pleased to announce that it has today entered into a conditional agreement…”