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Acquisition of Properties and Capital Raise

Capital Raise18 November 2019IPLReal Estate

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

---

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.

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