Special Meeting of Shareholders
IMMEDIATE – 16 January 2020
Investore Property Limited
Special Meeting of Shareholders
The Special Meeting of Shareholders of Investore Property Limited is to be held today at 11.00am, Regatta
Room D, the Pullman Hotel, Corner of Princes Street and Waterloo Quadrant, Auckland, New Zealand.
Attached are copies of the following:
• The Special Meeting Address; and
• The Special Meeting Presentation.
Ends
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
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Special Meeting of Shareholders 2020 16 January 2020
Page 1
Slide 1 - Special Meeting of Shareholders
Good morning ladies and gentlemen.
My name is Mike Allen and I am an independent Director and Chair of Investore Property Limited
(Investore).
On behalf of the Board of Directors, it is my great pleasure to welcome you here and I thank you for
your participation at this meeting.
Before we proceed any further, I would like to outline procedures in the event of an emergency and
other housekeeping matters.
The closest fire exit is just out these doors to my right, then turn right and use the external doors at the
end of the corridor to exit the building. The assembly point is on Princes Street. In the event of an
emergency please follow the instructions of staff.
The bathrooms are located through the doors here and turn left and continue down the corridor to the
end. In case of a medical emergency or if we can be of any assistance, please approach one of our
team in the room today, who you will be able to identify as they are wearing name badges.
Finally, as a matter of courtesy, please ensure your mobile phones are switched to silent.
Before we progress to the order of business for the Special Meeting, I would like to introduce you to
your Directors and the representatives of the Manager, Stride Investment Management Limited or
SIML, who are seated next to me today:
• Gráinne Troute, independent Director;
• Tim Storey, who is a SIML appointed Director of Investore; and
• John Harvey, also a SIML appointed Director of Investore.
Alongside the Directors, we are also joined today by representatives of the Manager, SIML:
• Philip Littlewood, Chief Executive; and
• Fabio Pagano, Investore Fund Manager.
Other members of the SIML management team are seated around the room and the team look forward
to speaking with you during refreshments.
I also welcome:
• The auditors for Investore Property Limited, PricewaterhouseCoopers;
• The company’s solicitors, Bell Gully;
• Representatives of Computershare, the share registrar for Investore; and
Special Meeting of Shareholders 2020 16 January 2020
Page 2
• Northington Partners, the independent appraiser who has provided a report on the proposed
transaction.
Moving to the formalities of the meeting, I record that the Notice of this Special Meeting of Investore
Property Limited shareholders was dispatched to shareholders and the company’s auditors on
13 December 2019.
I am pleased to confirm that we have a quorum present and accordingly, I declare the Special Meeting
of Shareholders open.
Slide 2 - Agenda
As you will be aware, we are here today to consider three resolutions.
The first is the proposed acquisition of three large format retail assets located in Auckland and
Tauranga from Stride Property Limited and its wholly owned subsidiary, Stride Holdings Limited, for an
acquisition price of $140.75 million. For simplicity, we will refer to this today as the Transaction.
As advised in Investore’s NZX market announcement on 19 November 2019, the Transaction is a
Material Transaction with a Related Party for the purposes of the NZX Listing Rules and is therefore
subject to Investore shareholder approval at this Special Meeting.
We are also presenting two further resolutions for shareholder consideration, relating to the
ratification of the issue of shares under the recent institutional placement and a portion of the shares
issued under the retail offer, which I will explain in more detail later in the meeting.
By way of the order of events today, firstly I will outline the details of the Transaction, including an
overview of how the Transaction aligns with Investore’s strategic intent and the reasons the Board,
acting through the independent Directors, is recommending that shareholders support the proposed
Transaction.
At the conclusion of this presentation, there will be an opportunity for shareholders to raise questions
before the resolutions are put to the meeting.
After the meeting concludes, I hope you will join us for some light refreshments.
Slide 3 – Background to the Transaction
If you have read our recent market communications or attended the 2019 Annual Shareholder
Meeting, you will know that Investore’s focus for the current financial year is firmly on targeting growth,
executed in a disciplined manner, aimed at enhancing returns to shareholders.
It is my pleasure today to present the proposed Transaction to shareholders for approval, providing
you with the opportunity to consider and vote on the acquisition of three large format retail assets from
Stride Property Limited (Stride Property) and Stride Property’s wholly owned subsidiary, Stride
Holdings Limited (Stride Holdings), for an acquisition price of $140.75 million. The three properties
are:
• Bunnings Carr Road in Mt Roskill, Auckland;
• Mt Wellington Shopping Centre, Auckland; and
• Bay Central Shopping Centre, Tauranga.
Special Meeting of Shareholders 2020 16 January 2020
Page 3
Slide 4 – NZX Listing Rule Requirements
Shareholder approval is required for the Transaction as it is a Material Transaction with a Related Party
under the NZX Listing Rules. The details of the Related Party rules, their application to this Transaction
and voting restrictions on Stride Property and its Associated Persons, are all set out in the Notice of
Special Meeting.
Briefly, the key aspects of the Transaction that result in the acquisition requiring shareholder approval
under the NZX Listing Rules are:
• Materiality - The Transaction is a Material Transaction for Investore, as the purchase price of
$140.75 million is in excess of 10% of Investore’s average market capitalisation
1
.
• The relationship between the parties – Stride Property is a Related Party of Investore, due
to its 19.4% shareholding in Investore, and Stride Holdings is a wholly owned subsidiary of
Stride Property and is therefore also a Related Party of Investore.
Your Special Meeting pack includes an independent Appraisal Report prepared by Northington
Partners Limited. The independent Appraisal Report is an NZX Listing Rule requirement and was
required to be prepared by an independent adviser, who was tasked with assessing whether the terms
and conditions of the Transaction were fair to all shareholders other than Stride Property and those
shareholders associated with Stride Property.
Slide 5 – Independent and Robust Transaction Process
Due to the relationship between Investore and Stride Property Group, the management of perceived
and actual conflicts of interest is an integral feature of Investore’s day-to-day governance practices.
As with previous transactions, the Board was mindful of adopting an independent and robust process
where shareholders would have confidence in the integrity of all aspects of the Transaction process,
and that any subsequent Board recommendation in favour of the Transaction was made on the basis
that it delivers the best outcome for Investore and our shareholders.
With that in mind, the following measures were adopted to ensure an independent process:
• The independent Directors, being Gráinne and myself, negotiated the sale and purchase
agreements on an arms’ length basis with the boards of Stride Property and Stride Holdings,
with the assistance of independent legal advisors for Investore and for the independent
Directors. Separate legal advisors were engaged by the Stride entities.
• The standing conflicts protocol was adhered to in negotiating the Transaction, and a
Transaction-specific conflicts protocol was also adopted, which established processes and
procedures for ensuring the independence of advisors and transaction teams and the
management of information to ensure confidentiality and separation.
1. The average market capitalisation of Investore for this purpose is $490.8 million (measured over the 20 trading
days before the agreement for the Transaction was announced on 19 November 2019), and so the threshold for a
Material Transaction, being 10% of this amount, is $49.08 million. The $140.75 million purchase price is in excess
of this amount.
Special Meeting of Shareholders 2020 16 January 2020
Page 4
• Independent valuations of all properties were obtained by Investore from Savills (NZ) Limited,
with the valuations supporting the $140.75 million acquisition price.
• In accordance with the requirements of the Listing Rules, both the valuers, Savills (NZ)
Limited, and Northington Partners Limited, who prepared the independent Appraisal Report,
were approved by NZX.
• The SIML-appointed Investore Directors, Tim Storey and John Harvey, abstained from voting
on the Board approval of the Transaction.
Slide 6 – The Transaction
I turn now to describe the Transaction in more detail.
On 19 November 2019 Investore announced it had entered into two conditional sale and purchase
agreements to acquire three large format retail properties.
Slide 7 – Bunnings Carr Road, Mt Roskill
The first property is the Bunnings-operated site located at 2 Carr Road, Mt Roskill, Auckland. This is a
desirable asset given its prime location in an established mixed-use suburb of Auckland, with good
access to the South Western Motorway. The agreed purchase price is $48.5 million, with Bunnings
occupying 100% of the site. The property has a current net lettable area of just over 11,600 square
metres, and annual net income of $2.34 million. Bunnings Carr Road has further development options
which includes expanding the main trade warehouse and timber trade sales areas.
Slide 8 – Mt Wellington Shopping Centre, Auckland
The second property is also located in Auckland and is Mt Wellington Shopping Centre. This is another
well-located site, on the corner of Penrose Road and Mt Wellington Highway, two key Auckland roads,
and only a few minutes from State Highway 1 and the South Eastern Highway. This property is similar
to Investore’s existing Takanini site, being a multi-tenanted property anchored by a Countdown. The
Mt Wellington Shopping Centre has a total of 22 tenants, which include nationally recognised brands
such as Supa Cheap Auto, Pizza Hut and Unichem Pharmacy, providing annual net rental income of
$2.62 million. This site has a net lettable area of just over 9,000 square metres, with a purchase price
of $39.25 million.
Slide 9 – Bay Central Shopping Centre, Tauranga
The third property that forms part of the Transaction is the Bay Central Shopping Centre, located at
the northern area of Tauranga, one kilometre from downtown and adjacent to the Mt Maunganui
Bridge. With an agreed purchase price of $53 million, the property has annual net rental income of
$3.54 million and a net lettable area of just over 17,000 square metres. Should the Transaction
complete, Bay Central will be Investore’s biggest asset by lettable area. The centre is anchored by
Briscoes, Rebel Sport and NZ Post, with a total of 29 tenants, including other nationally recognised
brands such as Hunting & Fishing, Freedom Furniture, Bed Bath & Beyond, and Lighting Direct.
Special Meeting of Shareholders 2020 16 January 2020
Page 5
Slide 10 – Key Terms
The aggregate purchase price of all three properties is $140.75 million, which is supported by
independent valuations obtained from valuers Savills (NZ) Limited.
Other than shareholder approval by way of ordinary resolution for the Transaction, the only other
outstanding condition to settlement is obtaining the consent of the Overseas Investment Office (OIO).
An application for consent has been lodged.
Investore has not previously been considered an “overseas person” for the purposes of the Overseas
Investment Act 2005, being, broadly, an entity that is owned 25% or more by other overseas people.
However, recent analysis of the underlying Investore share register suggests that Investore is an
overseas person, as a large portion of its shares are held by KiwiSaver fund entities, which themselves
are owned or controlled by foreign managers, such as ANZ.
All other conditions and approvals to settlement of the Transaction have otherwise been satisfied,
including completion of satisfactory due diligence, and Investore Board approval.
If approved by shareholders and the OIO, the Transaction and both Sale and Purchase Agreements will
be declared unconditional simultaneously. Due to the likely timeframes to receive OIO consent,
Investore does not expect to settle the Transaction before 1 April 2020.
An overview of the key terms of the Sale and Purchase Agreements is provided in the Explanatory
Notes to the Notice of Special Meeting and section 5 of the Appraisal Report, and I confirm that these
are consistent with what would typically be expected in a commercial transaction of this nature and
size. There are two transaction-specific terms that I would like to highlight to you today, and that is the
vendor rental underwrite and the vendors’ commitment to undertake seismic strengthening works in
relation to the properties. Under the terms of the vendor rental underwrite, the vendors have agreed
to underwrite four vacant specialty tenancies at agreed levels for a period of up to two years. With the
seismic strengthening works, the vendors will undertake works at their cost to ensure the properties
achieve a New Build Standard of at least 67%.
For completeness, should the Transaction not be approved by shareholders today, the Transaction
cannot proceed.
Slide 11 – Alignment with Strategic Principles
We have had a very deliberate focus on delivering shareholder returns through the company’s
strategic principles of active portfolio management, targeted growth, continued optimisation of the
portfolio and proactive capital management. Our efforts to develop each of these principles supports
our commitment to maximise and deliver attractive and stable returns to our investors.
The Transaction, together with the capital raise which was undertaken to partially fund the acquisition,
is consistent with these four strategic principles.
• For Active Portfolio Management:
o The Transaction further strengthens Investore’s longstanding relationships with
existing core tenants, including Countdown and Bunnings, while also reducing the
Special Meeting of Shareholders 2020 16 January 2020
Page 6
total portfolio concentration of Countdown assets from 73% of Contract Rental
2
as at
30 September 2019 to approximately 64%, assuming no other movements within the
portfolio.
o The Transaction will also provide diversification of tenant mix, adding new nationally
recognised retailers to the Investore portfolio, including Briscoes, Rebel Sport and
Hunting & Fishing.
o At the same time, the Transaction enables Investore to retain its strong sector metrics
of 99.7% occupancy
3
and WALT
4
in excess of 10.8 years.
• The Transaction will deliver on the Board’s Targeted Growth objective:
o The total value of Investore’s portfolio after the Transaction will increase to
$891.35 million
5
, an increase of 18.75%, based on the 30 September 2019
Investore valuations, which are the most recent valuations published by Investore.
o The Transaction will improve geographical and tenant diversification of the Investore
portfolio, introducing new nationally recognised retailers, and broadening Investore’s
offering in the convenience and general merchandise area.
• The three assets being acquired will support Continued Optimisation of the Portfolio:
o Future development opportunities are available within the sites, through expansion
and intensification to support the demands of tenants and the surrounding catchment.
o The Transaction also supports portfolio optimisation, through increased exposure to
the high growth regions of Auckland and Tauranga. Incorporating the three new
properties will mean Auckland properties comprise 37% of the Investore portfolio by
valuation, up 4%.
• Lastly, Proactive Capital Management:
o Associated with the Transaction was the successful completion of the equity capital
raise (described later in this presentation), with over 44 million shares issued at $1.75
per share, equating to $77.7 million of gross proceeds raised. The net proceeds of
the capital raise have been used to pay down bank debt, providing capacity to pay the
purchase price for the Transaction.
2. Contract Rental means the amount of rent payable by each tenant, plus other amounts payable to Investore by that
tenant under the terms of the relevant lease, annualised for the relevant 12 month period on the basis of the
occupancy level for the relevant property and assuming no default by the tenant.
3. Calculated as at 30 September 2019, including the three properties to be acquired, and assuming the tenancies
subject to the underwrite by the vendors are fully occupied.
4. Weighted Average Lease Term, calculated as at 30 September 2019, assuming the Transaction had settled as at
that date.
5. Calculated as follows: Investore portfolio valuation as at 30 September 2019 of $750.6 million (excluding land
lease liability of $7.6 million) plus purchase price for the three properties the subject of the Transaction of $140.75
million.
Special Meeting of Shareholders 2020 16 January 2020
Page 7
o Should the Transaction be approved and subsequently settle, Investore’s pro forma
loan to value ratio
6
is expected to be 41.5%, which is well within the Board’s stated
maximum of 48% and Investore’s bank and bond covenant limits of 65%.
The Transaction, together with the capital raise which has been undertaken to support the
Transaction, is expected to increase Distributable Profit Per Share (DPPS) for FY21 by approximately
2.5%
7
.
Finally, with an expected settlement date for the Transaction being in April 2020, the Board
reconfirms dividend guidance of 7.60 cents per share for FY20.
Slide 12 – Alignment with Mandate and Strategy
The three assets that are part of this Transaction are a combination of single tenanted and multi-
tenanted properties, located in growing regions, are overall consistent with our investment mandate,
and support Investore’s focus on tenants that are nationally recognised brands, offering convenience-
based and non-discretionary retail.
At the time of listing on the NZX in 2016, Investore held 25 properties, of which 23 were anchored by
a supermarket. Investore had also agreed to acquire an additional 14 properties from SCA, all of
which were anchored by a Countdown branded supermarket.
Over the past three years and in delivering against the strategic principles, we have deliberately
targeted assets that improve tenant and asset diversification, while remaining committed to being the
only NZX listed company in the property sector with a targeted emphasis on large format retail assets.
As we have previously said, this is a key strength of Investore and essential to our commitment of
delivering stable and enduring returns to shareholders.
Since listing, Investore has evolved as it has grown through some key phases, to demonstrate that we
are more than simply a portfolio comprising single assets anchored by a supermarket. At times it
makes sense to acquire such an asset, for example the recent acquisition of Countdown New
Brighton, but different assets may also be targeted to ensure optimisation of the portfolio, for example
the acquisition in 2018 of three Bunnings assets and associated divestment of three assets.
The Board assesses the merits of all investment opportunities through a robust acquisition framework,
ensuring that any future development or investment opportunity fits with the investment mandate and
aligns with a strategy of considered and disciplined investment. Overall, the Board considers that the
6. Loan to value ratio or LVR is calculated as drawn debt divided by property value. The LVR as at 30 September 2019
has been adjusted for the following to produce the pro forma LVR: the drawn debt has been adjusted for the
repayment of debt from the net proceeds of the Capital Raise of $75.8 million, offset by $140.75 million debt drawn
down for the purchase price for the three properties the subject of the Transaction. The 30 September 2019 portfolio
valuation of $750.6 million (excluding land lease liability of $7.6 million) has been adjusted for the purchase price for
the three properties the subject of the Transaction.
7. DPPS accretion has been calculated by comparing Investore’s budgeted FY21 DPPS (calculated assuming that the
capital raise and Transaction 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 Transaction and capital raise, assuming the conditional Transaction
occurs; (iii) estimated pro forma impacts of the acquisition financing, based on gross proceeds of $77.7 million raised
under the capital raise 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 capital raise (accounting for new
shares issued under the placement and retail offer).
Special Meeting of Shareholders 2020 16 January 2020
Page 8
Transaction represents an attractive opportunity for Investore to grow its portfolio in a considered
manner that assists with geographical and tenant portfolio diversification.
Slide 13 – Transaction Funding – Capital Raise
If approved by shareholders, the Transaction will be funded through available bank debt facilities.
As shareholders will be aware, on 19 November 2019, in connection with the Transaction, Investore
announced that it was seeking to undertake a capital raise (Capital Raise) of up to $80 million, through
a $65 million underwritten share placement (Placement) and a retail offer to eligible shareholders of
up to $15 million, with the ability to accept over-subscriptions of up to $5 million at Investore’s
discretion (Retail Offer). The Capital Raise was successfully completed with just over 44 million shares
issued at $1.75 per share, equating to $77.7 million of gross proceeds raised.
The net proceeds of the Capital Raise were used to repay debt, and the available bank facility will then
be used to settle the Transaction. As noted previously, the pro forma loan to value ratio is expected to
be 41.5% on settlement of the Transaction
8
, below the Board’s stated maximum of 48% and well
within Investore’s bank and bond covenant limits of 65%.
All the shares issued under the Placement were issued under NZX Listing Rule 4.5.1, which permits an
issue of shares of up to 15% of the issued share capital of Investore in any 12-month period without
prior shareholder approval. In addition, some of the shares issued under the Retail Offer were issued
under this Listing Rule, being those shares issued to each shareholder who applied for, and was
issued, more than $15,000 worth of shares. The shares issued under Listing Rule 4.5.1 under the
Placement and the Retail Offer were together equal to approximately 15% of the issued capital of
Investore as at 19 November 2019.
Resolutions 2 and 3 are being proposed by the Directors to seek shareholder ratification of the prior
issue of shares under Listing Rule 4.5.1. If shareholders pass Resolutions 2 and 3, Investore's
capacity to issue shares under this Rule up to the 15% placement limit will be refreshed. In other
words, Investore will again be able to issue up to 15% of the number of shares currently on issue
without prior shareholder approval, should Investore wish to undertake a further placement of shares
in the next 12 months.
Failure to pass Resolutions 2 and 3 will not affect the validity of the shares issued under the
Placement and the Retail Offer but will reduce the number of shares that can be issued by Investore
under Listing Rule 4.5.1 for 12 months from the respective date of issue of the shares under the
Placement and the Retail Offer.
Slide 14 – Why Support this Transaction?
This Transaction provides a positive step in securing investment opportunities that are consistent with
Investore’s investment mandate and supports Investore’s goal to deliver total returns to shareholders
over the medium to long term that are typically highly resilient across a wide range of market
conditions.
This is consistent with the conclusion of the independent Appraisal Report prepared by Northington
Partners for the benefit of Investore shareholders (other than Stride Property and those shareholders
associated with Stride Property).
8. See footnote 6.
Special Meeting of Shareholders 2020 16 January 2020
Page 9
Northington Partners’ view reflects the following key considerations:
• Strategic Fit – The proposed transaction aligns with Investore’s stated strategic objective of
continuing to invest in large format retail property. Northington Partners observes that in the
case of Bunnings Mt Roskill, this asset is a natural fit and originally intended to be part of
Investore’s portfolio at the time of listing. For Mt Wellington and Bay Central shopping
centres, these assets have some LFR characteristics and are consistent with the broader
definition of large format retail.
• Purchase Terms – The $140.75 million purchase price is supported by the independent
market valuations prepared by Savills (NZ) Limited, and the acquisition price results in
portfolio valuation metrics that are consistent with the existing portfolio, taking account of
differences in location, tenant quality and key lease terms.
• Financial Impact – The Transaction, together with the Capital Raise, is expected to result in
an increase in DPPS in FY21.
• Operational Impact – The Transaction introduces new high-quality nationally recognised
tenants to Investore’s property portfolio, reduces Investore's tenant exposure to Countdown,
maintains Investore’s relationship with Bunnings, and increases geographical exposure to
growth areas like Auckland and Tauranga.
Northington Partners concluded that the terms and conditions of the Transaction are fair to
shareholders of Investore not associated with Stride Property.
On this basis, the Board (constituted by the independent Directors) recommends the Transaction to
shareholders for approval and encourages shareholders to vote in favour of Resolution 1. The Board
(constituted by the independent Directors) considers that the Transaction is in the best interests of
Investore and its shareholders.
Ends
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
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Special Meeting of
Shareholders
16 January 2020
2
Chair’s Address
Resolutions
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Agenda
Loan to value
ratio 42%
1
Weighted average lease term.
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Background to the Transaction
3
5. Contract Rental is the amount of rent payable by each
tenant, plus other amounts payable to Investore by that
tenant under the 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 no default by the tenant.
6. Refer footnote 1 on page 4.
7. Refer footnote 3 on page 4.
8. Excludes land lease liability movement in investment
properties of $138,000.
Loan to value
ratio 42%
1
Weighted average lease term.
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
NZX Listing Rule Requirements
4
5. Contract Rental is the amount of rent payable by each
tenant, plus other amounts payable to Investore by that
tenant under the 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 no default by the tenant.
6. Refer footnote 1 on page 4.
7. Refer footnote 3 on page 4.
8. Excludes land lease liability movement in investment
properties of $138,000.
Related Party transaction requiring shareholder approval
Material Transaction -value of the transaction exceeds
10% of Investore’s average market capitalisation
Stride Property is a Related Party of Investore, due to its
19.4% shareholding
An independent Appraisal Report has been prepared for
shareholders, as required by NZX
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Independent and Robust Transaction Process
•Independent Directors managed the sale and purchase
process, undertaken on an arms’ length basis
•Strict conflicts protocols adhered to, ensuring separation
of information and advisors
•Independent valuations by Savills (NZ) Limited supported
purchase price
•SIML-appointed Directors of Investoreabstained from
voting on the Transaction
5
The Transaction
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Bunnings CarrRoad, Mt Roskill
Investore Property Limited -Special Meeting of Shareholders 16 January 2020 7
Purchase Price $48.5 million
Occupancy100%
Net Lettable Area11,601sqm
WALT7.4 years
Net Income $2.34 million
Market cap rate4.88%
Major Tenant Bunnings
Total Tenants 1
Bunnings
2 CarrRoad
Mt Roskill, Auckland
1
1.All figures as at 30 Sept 2019
Mt Wellington Shopping Centre, Auckland
Investore Property Limited -Special Meeting of Shareholders 16 January 2020 8
Purchase Price $39.25 million
Occupancy
2
100%
Net Lettable Area9,011sqm
WALT3.1 years
Net Income $2.62 million
Market cap rate6.63%
Major Tenant Countdown
Total Tenants 22
295 Penrose Road
Mt Wellington
1
1.All figures as at 30 Sept 2019
2.Including vendor underwrite of
vacant premises
Bay Central Shopping Centre, Tauranga
Investore Property Limited -Special Meeting of Shareholders 16 January 2020 9
Purchase Price $53 million
Occupancy
2
100%
Net Lettable Area17,097sqm
WALT4.2 years
Net Income $3.54 million
Market cap rate6.75%
Major Tenants
NZ Post, Briscoes
Rebel Sport
Total Tenants 29
65 Chapel Street
Tauranga
1
1.All figures as at 30 Sept 2019
2.Including vendor underwrite of
vacant premises
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Key Terms
•Purchase price $140.75 million, supported by
independent valuations
•Transaction remains conditional on shareholder approval
and OIO approval
•Expected settlement April 2020 – depending on OIO
timeframe
•Vendors to provide underwrite for four vacant tenancies
for up to two years
•Vendors to undertake seismic strengthening works
10
Loan to value
ratio 42%
1
Weighted average lease term.
Alignment with Strategic Principles
11
1. Active Portfolio Management
• Strengthens long-standing relationships with
existing core tenants including Countdown and
Bunnings
• Provides diversification of tenant mix, including
new nationally recognised retailers
• Retains Investore’sstrong portfolio metrics,
including 99.7% occupancy
1
and pro forma
WALT
2
in excess of 10.8 years
4. Proactive Capital Management
•Capital raise completed to support the acquisition,
with over 44 million shares issued at $1.75 per share,
equating to gross proceeds raisedof $77.7 million
•Pro forma LVR following completion of the offer is
expected to be 41.5% once the Transaction settles
2. Targeted Growth
•Increases total portfolio value, through adding quality
large format retail properties
•Enhances geographical and tenant diversification
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.Calculated as at 30 September 2019, including the three properties to be acquired, and assuming the tenancies subject to the underwrite by the Vendors are fully occupied.
2.Weighted average lease term, calculated as at 30 September 2019, assuming the transaction had settled as at that date.
Investore Property Limited –Special Meeting of Shareholders 16 January 2020
Loan to value
ratio 42%
1
Weighted average lease term.
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Alignment with Mandate and Strategy
12
Combination of single tenanted and multi-tenanted
properties
Located in growing regions
Overall consistent with investment mandate
Supports Investore’sfocus on nationally recognised
tenants offering convenience-based and
non-discretionary retail
Loan to value
ratio 42%
1
Weighted average lease term.
Investore Property Limited - Special Meeting of Shareholders 16 January 2020
Transaction Funding –Capital Raise
13
Transaction to be funded through available bank debt
facilities
Successful Capital Raise completed, raising $77.7m of gross
proceeds, which were used to pay down bank debt
Pro forma LVR expected to be 41.5% on settlement, below
the Board’s maximum of 48% and within debt limits of 65%
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Why Support this Transaction?
•Strategic Fit – consistent with Investore’sstrategic objectives
•Acquisition Terms – purchase price consistent with
independent valuations
•Financial Impact –acquisition and capital raise expected to
increase distributable profit per share for FY21
•Operational Impact –enhances tenant and geographical
diversification of portfolio
Northington Partners concluded that the terms and
conditions are fair to Investoreshareholders not associated
with Stride Property
14
Resolutions
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Loan to value
ratio 42%
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Resolution 1
16
9. Contract Rental – refer footnote 5 on page 7.
10. Represents the scheduled expiry for each lease,
excluding any rights of renewal that may be granted under
each lease, for the entire portfolio as at 30 September
2019, as a percentage of Contract Rental.
Numbers in the charts may not sum due to rounding.
Approval of Transaction
That, in accordance with NZX Listing Rule 5.2.1, the purchase
of three properties located in Auckland and Tauranga for
$140.75 million by InvestoreProperty Limited (Investore) from
Stride Property Limited (in respect of the Auckland properties at
Bunnings Mt Roskill and Mt Wellington Shopping Centre) and
Stride Holdings Limited (for Bay Central Shopping Centre in
Tauranga) (as described in further detail in the Explanatory
Notes within the Notice of Special Meeting dated 13 December
2019), be approved.
Loan to value
ratio 42%
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Resolution 2
17
9. Contract Rental – refer footnote 5 on page 7.
10. Represents the scheduled expiry for each lease,
excluding any rights of renewal that may be granted under
each lease, for the entire portfolio as at 30 September
2019, as a percentage of Contract Rental.
Numbers in the charts may not sum due to rounding.
Ratification of previous issue of shares under the
placement
That the previous issue under NZX Listing Rule 4.5.1 of
37,142,858 fully paid ordinary shares in Investoreto investors at
an issue price of $1.75 per share on 25 November 2019, be
approved and ratified for all purposes, including NZX Listing
Rule 4.5.1(c).
Loan to value
ratio 42%
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Resolution 3
18
9. Contract Rental – refer footnote 5 on page 7.
10. Represents the scheduled expiry for each lease,
excluding any rights of renewal that may be granted under
each lease, for the entire portfolio as at 30 September
2019, as a percentage of Contract Rental.
Numbers in the charts may not sum due to rounding.
Ratification of previous issue of shares under the retail
offer
That the previous issue under NZX Listing Rule 4.5.1 of
1,868,483 fully paid ordinary shares in Investoreto eligible
shareholders under the Retail Offer at an issue price of $1.75
per share on 10 December 2019, be approved and ratified
for all purposes, including NZX Listing Rule 4.5.1(c).
Completion of Voting
Investore Property Limited – Special Meeting of Shareholders 16 January 2020
Resolution 2. Ratification of previous issue of shares under the placement
Proxy votes lodgedForAgainstDiscretionary
141,032,16996.0%0.03%3.97%
Resolution 3. Ratification of previous issue of shares under the retail offer
Proxy votes lodgedForAgainstDiscretionary
141,032,16997.47%0.01%2.52%
1. Representing in total 46.32% of securities able to be voted.
Investore Property Limited – Special Meeting of Shareholders 16 January 2020 20
Proxy Votes Received
1
Resolution 1. Approval of Transaction
Proxy votes lodgedForAgainstDiscretionary
141,032,16998.37%0.14%1.49%
Thank you
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 Limited – Special Meeting of Shareholders 16 January 2020 21
Important Notice: The information in this presentation has been prepared by InvestoreProperty Limited (Investore). The information
in this presentation is an overview and does not contain all information necessary to make an investment decision.It is intended to
constitute a summary of certain information relating to the Notice of Special Meeting issued by Investoreon 13 December 2019. The
information in this presentation does not purport to be a complete description of Investoreor the matters referred to in the Notice of
Special Meeting.
This presentation is for information purposes only and is not financial 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. In making an
investment decision, investors must rely on their own examination of Investoreand read Investore’spublished documentation in full
before making an investment decision, including the merits and risks involved. Investors should consult with their own legal,tax,
business and/or financial advisors in connection with any acquisition of securities.
No representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any statements, estimates or
opinions or other information contained in this presentation, any of which may change without notice. To the maximum extent
permitted by law, Investore, Stride Investment Management Limited and their respective directors, officers, employees, agents and
advisers disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence on the part of
Investore, its directors, officers and agents) for any direct or indirect loss or damage which may be suffered by any recipient through
use of or reliance on anything contained in, or omitted from, this presentation.
Any 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. Any forward-looking information contained in this presentation is inherently uncertain and
no assurance can be given that actual outcomes will not materially differ from the forward looking statements.
This presentation is not a product disclosure statement or similar offering document.
For purposes of this notice, "presentation" shall mean the slides, the 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.
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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