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Asset Plus announces capital raising of $100 million

Capital Raise9 March 2020APLReal Estate

NZX RELEASE

10 March 2020


Asset Plus announces capital raising of $100 million


Asset Plus Limited (NZX: APL) has today announced a capital raising of approximately $100 million via an

underwritten 1.235 for 1 pro-rata rights offer (the "Offer"). This follows the announcement on 20 December 2019

when Asset Plus entered into a conditional Agreement to Develop and Lease with Auckland Council to construct a

26,500m

2

gross floor area and 15,100m

2

net lettable area ("NLA") office building with 212 carparks in Munroe Lane,

Albany (“Munroe Lane Development”) .


With the committed development plan for the Munroe Lane Development and the anticipated re-development of

35 Graham Street, Asset Plus today announces the Offer. The Offer will fund the Munroe Lane Development, whilst

also providing some funding capacity to undertake the development of Asset Plus' property at 35 Graham Street.

Proceeds from the Offer will initially be used to repay existing bank debt, and Asset Plus expects to be in a net cash

position following completion of the Offer. Proceeds will gradually be drawn down to fund the requirements of the

Munroe Lane Development.


Asset Plus will hold a shareholder meeting to approve the Munroe Lane Development at 1.30pm on Tuesday, 31

March 2020 at Link Market Services Limited, Level 11 Deloitte Centre, 80 Queen Street, Auckland (the "Special

Meeting"). The Offer also requires shareholder approval, which will be sought at the Special Meeting. The special

resolutions to approve the Munroe Lane Development and the Offer are inter-conditional, meaning that neither

the Munroe Lane Development nor the Offer will occur unless both resolutions become effective in accordance

with their terms.


Asset Plus' major shareholder, Augusta Capital Limited, continues to be supportive of Asset Plus' strategy and has

committed to subscribe for $5 million of new shares under the Offer, which represents approximately 26.5% of its

Rights in the Offer. Augusta Capital will not participate in the shortfall bookbuild for the Offer. Augusta Capital has

indicated that it intends to vote all shares held by it in favour of the resolutions.


Details for the Special Meeting can be found in the accompanying Notice of Meeting released on the NZX today.


The Munroe Lane Development


On 20 December 2019, Asset Plus announced the entry into a conditional Agreement to Develop and Lease with

Auckland Council to construct a 26,500m

2

gross floor area and 15,100m

2

NLA office building with 212 carparks in

Munroe Lane, Albany. Auckland Council will be the anchor tenant for the new office building, agreeing to lease

nearly two thirds of the total office NLA on a 15-year lease from completion in December 2022.


Munroe Lane is in the heart of the Albany basin. It is located in close proximity to the Albany Lifestyle Centre and

Westfield shopping mall and key transport links including the park-and-ride which is expected to see increased

utilisation once the dedicated bus lane into Albany is completed. Leisure amenities including the North Harbour

stadium, are also nearby.


The acquisition and development of Munroe Lane is the second landmark acquisition for Asset Plus following

externalisation of management, adding to the acquisition of 35 Graham Street, which was approved by

shareholders in June 2019.



Key details for the Munroe Lane Development include:

• The bare land at 6-8 Munroe Lane was acquired on the 2nd of December 2019 for $7.25 million.

• Costs for the Munroe Lane Development are currently estimated at $115 million.

• Construction is expected to commence in January 2021, with a targeted completion date of December

2022.

• The Manager, Augusta Funds Management Limited, and its specialist development team will oversee the

development.

• Auckland Council have signed an initial 15-year lease, commencing on completion of the development, with

two 6-year rights of renewal over 63% of the NLA.


Further details regarding the Munroe Lane Development can be found in the accompanying Investor Presentation

released on the NZX today.


Offer


A rights offer of approximately $100 million will be made to shareholders in New Zealand and New Caledonia, and

institutional shareholders in Australia, Hong Kong and Singapore.

Under the Offer, all eligible shareholders are

entitled (but not obliged) to subscribe for 1.235 new shares for every 1 existing share held on the record date, at a

subscription price of $0.50 per new share. This represents a 6.7% discount to the theoretical ex-rights price of

$0.536 based on the market close of $0.58 on 9 March 2020.


The Offer is fully underwritten (excluding the $5 million commitment from Augusta Capital) by Jarden.


The Rights will not be quoted on the NZX Main Board. Instead, any Rights not taken up, or attributable to ineligible

shareholders, will be offered to investors through the Shortfall Bookbuild. In addition to institutional investors,

retail shareholders who take up their Rights in full will have the opportunity to apply for additional new shares

offered in the Shortfall Bookbuild.


Further details regarding the Offer can be found in the accompanying Offer Document and Investor Presentation

released on the NZX today. Eligible shareholders should go to www.assetplusoffer.co.nz from 19 March to 5.00pm

on 1 April 2020 if they wish to apply.


Key Dates


The key dates* for the Offer are:


Offer timetable


Record date for determining entitlements 5.00pm on 18 March 2020

Application Forms sent to Eligible Shareholders and Rights Offer opens 19 March 2020

Rights Offer closes 5.00pm on 1 April 2020

Shortfall Bookbuild 3 April 2020

Settlement and allotment of Offer shares 8 April 2020


Special Meeting of Shareholders timetable


Notice of Meeting released on the NZX 10 March 2020

Voting record date for Special Meeting of Shareholders 5.00pm on 27 March 2020

Special Meeting of Shareholders 1.30pm on 31 March 2020

Results from the Special Meeting of Shareholders 31 March 2020



*These dates are subject to change and are indicative only.


The terms of the Offer are summarised in the accompanying Investor Presentation and are disclosed in the Offer

Document which will be provided to eligible shareholders.


- ENDS -


For more information contact:


Bruce Cotterill

Chairman, Asset Plus Limited

021 668 881



OVERVIEW https://www.assetplusnz.co.nz/

Asset Plus invests in real estate assets throughout New Zealand, with a focus on the attractive Auckland market, where the risk

adjusted returns support the overall outperformance objectives of the fund. Asset Plus shareholders voted on 19 March 2018

to externalise the management of Asset Plus, to Augusta. Under Augusta’s management, Asset Plus focuses on a ‘Yield Plus

Growth’ investment strategy, targeting long term total returns that are greater than the benchmark return threshold detailed

by the S&P/NZX All Real Estate Index through value add and active management initiatives. Augusta externally manage Asset

Plus, report to the Asset Plus Board and provide shared service functions.


This announcement is not a product disclosure statement or offering document under New Zealand law or under any other

law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain

or purchase any securities in Asset Plus in any jurisdiction. This announcement does not constitute financial product advice or

investment advice and does not and will not form part of any contract for the acquisition of Asset Plus securities.


This announcement has been prepared for release in New Zealand. This announcement may not be released to US wire services

or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy,

securities in the United States (or to, or for the account or benefit of, any person in the United States) or in any other jurisdiction

in which such an offer would be unlawful.


The information in this announcement is of general background and does not purport to be complete. It should be read in

conjunction with Asset Plus' other market announcements lodged with NZX, which are available at

www.nzx.com/companies/APL.

---

SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of Asset Plus Limited will be held as follows:

Date of Meeting: Tuesday 31 March 2020

Time: commencing at 1.30 pm (with entry to the meeting room available from 1.00 pm)

Venue: Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland

Artist’s impression of the

Munroe Lane development

10 March 2020

Artist’s impression of the
Munroe Lane development

Letter from
Asset Plus Chair

Notice of Special Meeting

of Shareholders

Explanatory

Notes

Procedural Notes and

other information

02

04

06

18

In this Notice of Special

Meeting the following

has been included:

Important Note

This Notice of Meeting is an important document and requires your attention. It should be read in its entirety. It has been prepared by

Asset Plus Limited (Asset Plus) to advise you of the forthcoming Special Meeting and to assist you in understanding the Resolutions to be

considered by Shareholders at that meeting.

The Board recommends that if you are in any doubt as to any aspect of the matters to be considered and voted on at the Special Meeting,

you should seek independent financial or legal advice.

For all enquiries relating to this Notice of Meeting, the Resolutions, the Munroe Lane Development or the Offer, please contact the manager

of Asset Plus, Augusta Funds Management Limited, on (09 300 6161) or by email at reception@augusta.co.nz or your financial adviser.

If you have any questions about how to complete the proxy form, please contact the Registrar, the contact details for which are set out in

the Directory.

Glossary

Directory

20

24

Further Important Information

A presentation providing further important information in relation to the Munroe Lane Development and the Offer accompanies this

document (the Presentation).

The Presentation includes details of the rationale for the Munroe Lane Development and the Offer. It also provides a portfolio and

trading update and explains in more detail the expected impact of the Munroe Lane Development, the Offer and the Graham Street

Development for Asset Plus, including a description of the key risks associated with those projects.

You should read the Presentation in full, as it contains important information to assist you in determining whether to vote in

favour of the Resolutions.

Asset Plus is subject to continuous disclosure obligations under the Listing Rules. Asset Plus may, prior to the Special Meeting,

make additional releases to NZX. Market releases by Asset Plus, including its most recent financial statements, are available at

www.nzx.com/companies/APL/announcements. Asset Plus recommends that you read each of its market announcements and any

accompanying materials regarding the Munroe Lane Development and the Offer dated 10 March 2020 and that you monitor Asset

Plus’ market announcements following the date of this Notice of Meeting.

There is other relevant information about Asset Plus and its strategy and operations, including Asset Plus’ strategic update and

interim financial statements (and related materials) released on 29 November 2019, that should be considered in conjunction with

this Notice of Meeting. This information is available on Asset Plus’ website www.assetplusnz.co.nz/nzx-announcements.

Forward-Looking Statements

This Notice of Meeting, the proxy form attached to it and the Presentation contain forward-looking statements including, without

limitation, forward-looking statements regarding the implementation of the Munroe Lane Development, the Graham Street Development,

the financial position, business strategy and plans and objectives of management for future operations of Asset Plus based on Asset Plus’

current expectations about future events.

Forward-looking statements contained in the Notice of Meeting, proxy form attached to it and the Presentation are subject to known

and unknown uncertainties, assumptions and risks that could cause the Munroe Lane Development (if approved), or the Graham Street

Development, not to be implemented or the actual results, performance or achievements in relation to the Munroe Lane Development, or,

if it proceeds, the Graham Street Development, to differ materially from those expressed or implied by such forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding satisfaction of conditions for and completion of the

Munroe Lane Development and, if it proceeds, the Graham Street Development and Asset Plus’ present and future business strategies and

the environment in which Asset Plus will operate in the future. Matters not yet known to Asset Plus or not currently considered material by

Asset Plus may impact upon these forward-looking statements. Shareholders are cautioned not to place undue reliance on such forward-

looking statements.

General Information

The statements in the Notice of Meeting reflect views held as at the date of this Notice of Meeting.

Unless otherwise indicated, capitalised terms have the meaning set out in the Glossary.

All references to time in this Notice of Meeting are to New Zealand Standard Time (unless the context requires otherwise).

Any reference to “$” or “dollars” is to New Zealand currency.

Due to rounding, some totals may not correspond with the sum of the separate figures.

NZX

NZX has confirmed that it does not object to this Notice of Meeting. However, NZX takes no responsibility for any statement in this

Notice of Meeting.

Notice of Special Meeting

01

Munroe Lane Development
and Equity Raising

Vote in Favour

Dear Shareholder

On 20 December 2019, Asset Plus announced the

development of an office building at Munroe Lane,

Albany backed by a 15-year lease with Auckland

Council (the Munroe Lane Development). On 10 March

2020, it was further announced that an equity raise of

approximately $100 million was being undertaken to

fund the Munroe Lane Development, whilst also providing

some funding capacity to undertake the development

of Asset Plus’ property at 35 Graham Street, Auckland

(Graham Street) (the Offer).

The transactions require certain shareholder approvals.

Therefore, on behalf of the directors of Asset Plus, I

am pleased to outline the opportunity before us and

recommend that all shareholders vote in favour of the

resolutions to be considered at the upcoming special

meeting. The meeting will be held at 1.30 pm on Tuesday,

31 March 2020 at the offices of Link Market Services

Limited, Level 11, Deloitte Centre, 80 Queen Street,

Auckland (the Special Meeting).

The Munroe Lane Development

On 20 December 2019, Asset Plus announced the entry

into a conditional Agreement to Develop and Lease

(Agreement to Develop and Lease) with Auckland

Council to construct a 26,500m

2

gross floor area and

15,100m

2

net lettable area (NLA) office building with 212

carparks in Munroe Lane, Albany. Auckland Council will

be the anchor tenant for the new office building, agreeing

to lease nearly two thirds of the total office NLA on a 15-

year lease from completion in December 2022.

Munroe Lane is in the heart of the Albany basin. It is

located in close proximity to the Albany Lifestyle Centre

and the Westfield shopping mall and key transport links

including the park-and-ride which is expected to see

increased utilisation once the dedicated bus lane into

Albany is completed. Leisure amenities including the

North Harbour stadium, are also nearby.

The acquisition and development of Munroe Lane is the

second landmark acquisition for Asset Plus following

externalisation of management, adding to the acquisition

of Graham Street, which was approved by shareholders

in June 2019.

Key details for the Munroe Lane Development include:

• The bare land at 6-8 Munroe Lane was acquired on

2 December 2019 for $7.25 million.

• Costs for the Munroe Lane Development are

currently estimated at $115 million.

1

• Construction is expected to commence in January

2021, with targeted completion in December 2022.

• The Manager, Augusta Funds Management Limited,

and its specialist development team will oversee

the development.

• Auckland Council has signed an initial 15-year lease,

commencing on completion of the development, with

two 6-year rights of renewal over 63% of the total

office NLA.

Funding

Asset Plus is raising approximately $100 million in

new equity capital under the Offer to fund the Munroe

Lane Development, whilst also providing some funding

capacity to undertake the development of

Graham Street.

2

The Offer is being undertaken in the form of an

underwritten pro rata 1.235 for 1 rights offer at $0.50

per new share to raise approximately $100 million (the

Rights Offer), followed by a shortfall bookbuild process

(the Shortfall Bookbuild).

Asset Plus’ major shareholder, Augusta Capital Limited

(Augusta), has committed to subscribe for $5 million of

new shares under the Rights Offer, which represents

approximately 26.5% of its rights entitlement under

the Rights Offer (Augusta Commitment). Augusta will

not participate in the Shortfall Bookbuild. Augusta’s

shareholding in Asset Plus on completion of the Offer is

expected to be 11.2%.

The Offer, excluding the Augusta Commitment, is

underwritten by Jarden Partners Limited.

Letter from

Asset Plus Chair

1

Based on current estimates. Actual costs of the Munroe Lane Development may be higher if Asset Plus’ estimates are incorrect or if construction

costs increase for any reason.

2

Proceeds raised under the Offer will primarily be used to fund the Munroe Lane Development and are not sufficient to fund the preferred

development option for Graham Street on their own.

Notice of Special Meeting

02

Further details of the Offer, including application
instructions, will be contained in an offer document (the

Offer Document) expected to be sent to shareholders on

19 March 2020. You can also access information, including

the Presentation and announcements regarding the Offer

and the Munroe Lane Development, on our website at

https://www.assetplusnz.co.nz/nzx-announcements.

Shareholder Approval Required

Asset Plus will hold the Special Meeting to consider the

approval by shareholders of the Munroe Lane Development

and the Offer. The resolutions to approve the Munroe Lane

Development and the Offer are special resolutions requiring

at least 75% of the votes of those shareholders eligible

to vote being voted in favour. Those two resolutions are

also inter-conditional. That means that neither the Munroe

Lane Development nor the Offer will occur unless both

resolutions become effective in accordance with their terms.

Ahead of the Special Meeting, the directors encourage you

to carefully read the presentation detailing the proposed

development accompanying this Notice of Meeting (the

Presentation). The Presentation includes details of the

rationale for the Munroe Lane Development, the key risks

involved and the key terms of the Agreement to Develop

and Lease. In particular, you should refer to Section 9 of the

Presentation (“Key Risks”) before making an investment

or a voting decision. You should also refer to the Offer

Document before making an investment decision. The Offer

will be made under that document.

On behalf of the Board of Directors, I encourage you to vote

in favour of the Munroe Lane Development and the Offer.

If you wish to do so, you can attend the Special Meeting

in person, or cast a postal or proxy vote in advance of

the Special Meeting. If you wish to vote in advance of the

Special Meeting, it is important that your vote is received

before 1.30 pm on Sunday, 29 March 2020 to ensure that it

is counted.

Further details on how to vote and where to return your

proxy/postal voting form are included on the form itself, as

well as in this Notice of Meeting.

On behalf of the Board, we thank you for your continued

support, and we welcome your consideration of, and

participation in, the Special Meeting to consider the

approval of the Munroe Lane Development and the Offer.

Yours sincerely,

Bruce Cotterill

Chair

Munroe Lane is in the

heart of the Albany

basin, within close

proximity to the

Albany Lifestyle Centre,

Westfield shopping

mall and key transport

links including the

park-and-ride.

Notice of Special Meeting

03

Notice of Special
Meeting of Shareholders

Notice is hereby given that a Special Meeting of

Shareholders of Asset Plus Limited (Asset Plus) will be held

on 31 March 2020 commencing at 1.30 pm at the offices of

Link Market Services Limited, Level 11, Deloitte Centre, 80

Queen Street, Auckland.

Capitalised terms used in these Resolutions have the

meanings set out in the Glossary.

Agenda

1. Chairman’s introduction and address.

2. Presentation on the Munroe Lane Development and

the Offer.

3. Shareholder questions.

4. Consideration of and voting on the Resolutions.

Resolutions

A. Resolution 1 – Munroe Lane Development

(as a Special Resolution)

That:

(i) the entry into and performance of the Agreement to

Develop and Lease; and

(ii) the undertaking of the Munroe Lane Development,

together with all associated and related agreements,

transactions, actions and matters, and incurrence of any

expenditure, that are reasonably necessary to perform

the Agreement to Develop and Lease and complete the

development, construction and leasing of the Munroe

Lane Property, by Asset Plus (or any of its wholly-owned

subsidiaries), as described or referred to in the Explanatory

Notes, be ratified and approved for all purposes (including

Listing Rule 5.1.1(b) and section 129 of the Companies

Act), provided that this resolution will be deemed not to

have been passed unless:

(iii) the board of directors of Asset Plus (Board) resolves

immediately prior to the issue of Shares under the

Offer that, in the Board’s view, the Munroe Lane

Development remains in the best interests of Asset

Plus and its shareholders (the Board’s Development

Resolution); and

(iv) Resolution 2 is passed; and

(v) the Board passes the Board’s Offer Resolution (as

defined in Resolution 2).

Shareholders who cast all of the votes attached to Shares

registered in that Shareholder’s name and having the same

beneficial owner against the resolution may have minority

buy-out rights should Resolution 1 pass (as described in the

Procedural Notes).

The Board recommends that Shareholders vote in favour

of Resolution 1.

B. Resolution 2 – Offer (as a Special Resolution)

That the pro-rata rights offer of up to 199,971,734 new

ordinary shares in Asset Plus to eligible Shareholders at an

issue price of $0.50 per Share (the Rights Offer), followed by

a shortfall bookbuild (the Shortfall Bookbuild) (the Rights

Offer and Shortfall Bookbuild, together the Offer) to raise up

to $100 million, as described or referred to in the Explanatory

Notes, be approved for all purposes (including for the purpose

of section 129 of the Companies Act), provided that this

resolution will be deemed not to have been passed unless:

(i) the Board resolves immediately prior to the issue of shares

under the Offer that, in the Board’s view, the Offer remains

in the best interests of Asset Plus and its shareholders (the

Board’s Offer Resolution); and

(ii) Resolution 1 is passed; and

(iii) the Board passes the Board’s Development Resolution

(as defined in Resolution 1).

Shareholders who cast all of the votes attached to Shares

registered in that Shareholder’s name and having the same

beneficial owner against the resolution may have minority

buy-out rights should Resolution 2 pass (as described in the

Procedural Notes).

The Board recommends that Shareholders vote in favour

of Resolution 2.

By order of the Board

Bruce Cotterill

Chair

10 March 2020

Notice of Special Meeting

04

Artist’s impression of the
Munroe Lane development

Notice of Special Meeting

05

3
Augusta is the parent company of the Manager.

4

The Average Market Capitalisation of Asset Plus is, in relation to the Munroe Lane Development, the volume weighted average market

capitalisation of Asset Plus’ ordinary shares calculated from trades on the NZX Main Board over the 5 Business Days (as defined in the Listing

Rules) before the earlier of the day the transaction is entered into or announced to the market. For the purposes of the Munroe Lane Development,

the Average Market Capitalisation of Asset Plus is $102.1 million.

5

Based on current estimates. Actual costs of the Munroe Lane Development may be higher if Asset Plus’ estimates are incorrect or if construction

costs increase for any reason.

6

See footnote 5.

Explanatory Notes

Notice of Special Meeting

06

Inter-conditionality of Resolution 1

and Resolution 2

The Munroe Lane Development would be unlikely to be

able to proceed if Shareholders do not approve the Offer

or if the Offer is not successful, as the Asset Plus Group

will otherwise lack the capital required to undertake the

Munroe Lane Development. Resolution 1 and Resolution

2 are therefore inter-conditional. Accordingly, neither

the Munroe Lane Development nor the Offer will occur

if either Resolution 1 or Resolution 2 is not approved

by Shareholders and then confirmed by the Board as

contemplated by each of those Resolutions.

Major shareholder intends to vote

in favour

Asset Plus understands that its major shareholder,

Augusta Capital Limited

3

(Augusta), which currently

holds 18.85% of the Shares, intends to vote all of the

Shares that it holds in favour of the Resolutions. The

Board considers that this provides an endorsement

of Asset Plus’ strategy as outlined in its market

announcement dated 29 November 2019.

Explanatory Notes relating to

Resolution 1:

Introduction to Resolution 1

Resolution 1 provides for Shareholders to consider and, if

thought fit, approve the Munroe Lane Development.

In order to undertake the Munroe Lane Development,

the Asset Plus Group has entered into a conditional

agreement dated 20 December 2019 with Auckland

Council to develop and lease the Munroe Lane Property

(the Agreement to Develop and Lease). The Agreement

to Develop and Lease is subject to several conditions,

including Asset Plus obtaining shareholder approval.

The Munroe Lane Development requires the approval

of Shareholders by Special Resolution under Listing

Rule 5.1.1(b) and section 129 of the Companies Act, as

described below:

• Listing Rule 5.1.1(b): Listing Rule 5.1.1(b) requires

Asset Plus to seek Shareholder approval for any

transaction which involves (among other things) the

acquisition or disposition of assets with a gross value

in excess of 50% of Asset Plus’ Average Market

Capitalisation (as that term is defined in the Listing

Rules).

4

Asset Plus currently estimates that the

expenditure it will incur in undertaking the Munroe

Lane Development to be $115 million,

5

which is

in excess of the Average Market Capitalisation

threshold for Asset Plus under Listing Rule 5.1.1(b).

Accordingly, the approval by Shareholders to Asset

Plus’ undertaking of the Munroe Lane Development

is required under this Listing Rule.

• Section 129 of the Companies Act: Under section

129 of the Companies Act, a company must

not enter into a “major transaction” unless the

transaction is approved, or contingent on approval

by, a special resolution of shareholders. A major

transaction includes the acquisition of, or agreement

to acquire, assets the value of which is more than

half the value of the company’s assets before the

acquisition. A major transaction also includes a

transaction that has, or is likely to have, the effect

of the company incurring obligations or liabilities,

including contingent liabilities, the value of which is

more than half the value of the company’s assets

before the transaction.

The Agreement to Develop and Lease has been entered

into by Asset Plus Investments Limited (a wholly-owned

subsidiary of Asset Plus), Asset Plus (as guarantor)

and Auckland Council. Asset Plus has provided a

guarantee to Auckland Council for all the obligations of

Asset Plus Investments Limited under the Agreement

to Develop and Lease in accordance with the terms of

that agreement. Asset Plus currently estimates that

the expenditure Asset Plus will incur in undertaking the

Munroe Lane Development will be $115 million.

6

The

Asset Plus Group’s total assets are expected to have a

book value of $162.6 million as at 31 March 2020. The

Munroe Lane Development is therefore likely to be a

“major transaction” that requires Shareholder approval

by way of Special Resolution in accordance with section

129 of the Companies Act.

7
See footnote 5 on page 6.

Notice of Special Meeting

07

The passing of Resolution 1 will also authorise

Asset Plus to enter into, perform and undertake any

agreement, transaction, action or matter; and to incur

any expenditure, that is reasonably necessary to perform

the Agreement to Develop and Lease and complete the

Munroe Lane Development.

Summary of the Munroe

Lane Development

Nature of the Development

The Munroe Lane Development encompasses the

construction of a 26,500m

2

gross floor area and

15,100m

2

NLA office building with 212 carparks in

Munroe Lane, Albany. Auckland Council will be the

anchor tenant for the new office building, having agreed

to lease nearly two thirds of the total office NLA on a 15-

year lease from completion in December 2022.

The Munroe Lane Development will be a significant

office building, designed collaboratively with Auckland

Council. The Albany area has seen, and is expected to

continue to see, significant growth and development

as a key node of North Auckland. The Munroe Lane

Development is in the heart of the Albany basin. It is

within close proximity to the Albany Lifestyle Centre

and the Westfield shopping mall and key transport links

including the park-and-ride which is expected to see

increased utilisation once the dedicated bus lane into

Albany is completed. Leisure amenities, including the

North Harbour stadium, are also nearby.

Asset Plus is required to complete the Munroe Lane

Development to a 5-star Greenstar Rating, and is

required to use reasonable endeavours to complete

the Munroe Lane Development to a 5-star NABERSNZ

rating. The Munroe Lane Development is expected to

take advantage of some of the latest sustainable building

design and construction techniques.

Asset Plus intends to hold the Munroe Lane Property as a

long-term investment.

Other conditions to the Agreement to Develop

and Lease

In addition to Shareholder approval required as discussed

above, the Agreement to Develop and Lease remains

conditional on:

• the Asset Plus Group obtaining sufficient funding

to undertake the Munroe Lane Development. This

condition is required to be satisfied by 15 April 2020

(and Asset Plus’ intention is to declare this condition

satisfied upon the successful completion of the

Offer); and

• the Asset Plus Group obtaining all required

resource consents to undertake the Munroe Lane

Development. An application for resource consent

was lodged with Auckland Council on 18 December

2019. This condition is required to be satisfied by 30

June 2020.

Timing and funding of Asset Plus’ expenditure on

the Munroe Lane Development

Asset Plus currently estimates that the expenditure

Asset Plus will incur in undertaking the Munroe Lane

Development will be $115 million.

7

This expenditure is

expected to be made over a period of 24 months from

January 2021 to December 2022. This expenditure is

expected to be covered by the net proceeds expected to

be raised through the Offer and undrawn debt capacity

from Asset Plus’ existing debt facilities or new facilities

that may be established. No new debt facilities are

currently being negotiated but such facilities may be put

in place if required.

Fee payable to Manager

In accordance with the terms of the management

agreement between the Asset Plus Group and the

Manager, certain fees have been paid or will be payable

to the Manager in connection with the Munroe Lane

Development and the Offer. See Appendix 5 of the

Presentation for more details.

Other relevant information

See Section 3 (“Overview of the Munroe Lane

Development”) and Section 4 (“Pro-forma Impact of

the Munroe Lane Development”) of the Presentation

for a more detailed description of the Munroe Lane

Development, including the indicative development

timetable set out at Appendix 2 of the Presentation and

a description of key risks in Section 9 (“Key Risks”) of

the Presentation.

Notice of Special Meeting
08

1. The Agreement to Develop and Lease

The purpose of the Agreement to Develop and Lease is

to enable the Munroe Lane Development and to secure

Auckland Council as the anchor tenant.

The Agreement to Develop and Lease provides for the

Asset Plus Group to construct a 15,100m

2

NLA office

building at the Munroe Lane Property. Auckland Council

has agreed to lease nearly two thirds of the total NLA

on a 15-year lease from completion of the Munroe Lane

Development, which is expected in December 2022.

Other key terms of the Agreement to Develop and

Lease are set out in Appendix 3 (“Key terms of the

Agreement to Develop and Lease, Agreement to

Lease, and Construction Contract for the Munroe Lane

Development”) of the Presentation.

2. Construction of the Munroe

Lane Development

The Asset Plus Group will engage a construction

contractor to construct the proposed new office building

at the Munroe Lane Property. The Agreement to Develop

and Lease provides for certain terms and objectives

to be included in any construction contract for the

construction of the Munroe Lane Development. See

Appendix 3 (“Key terms of the Agreement to Develop

and Lease, Agreement to Lease, and Construction

Contract for the Munroe Lane Development”) of the

Presentation for further details.

The Agreement to Develop and Lease also includes an

approved short-list of construction contractors which

are all expected to be invited to tender for delivery of the

Munroe Lane Development.

Asset Plus expects that a construction contractor will

be appointed, and a construction contract entered into,

around December 2020, in advance of the expected

commencement of the construction works targeted for

January 2021.

What is the impact of the Munroe Lane

Development on the Asset Plus Group?

The Munroe Lane Development is expected to

substantially increase the quality, size and value of the

Asset Plus Group’s portfolio as well as raising the NLA,

Net Rental Income and WALE of the Asset Plus Group,

while maintaining a conservative gearing ratio.

Section 4 (“Pro-forma Impact of the Munroe Lane

Development”) of the Presentation shows the pro-forma

impacts of the Offer and the Munroe Lane Development

on Asset Plus and sets out certain financial metrics

associated with the Munroe Lane Development based

on current expectations and assumptions relevant for

the project. You should also refer to the key assumptions

set out in Appendix 1 and the sensitivities of pro-forma

LVR to changes in key assumptions in Appendix 4 of

the Presentation.

Graham Street Development impact

Resolution 1 only relates to the Munroe Lane

Development. It is likely that Asset Plus will need to

separately seek shareholder approval for the Graham

Street Development if the Board decides to proceed with

the current preferred option of a full redevelopment.

If the preferred option for the development of Graham

Street is progressed, both Developments would proceed

concurrently (see the indicative development timetable

set out at Appendix 2 of the Presentation). Accordingly,

it is important that you consider the combined impact

of both the Munroe Lane Development and the Graham

Street Development on Asset Plus.

Section 6 (“Pro-forma Impact of the Developments”) of

the Presentation:

• shows the pro-forma impact of both Developments

on portfolio metrics and Asset Plus’ balance sheet,

based on a number of assumptions including the

Graham Street Development being completed and

the sale of Eastgate; and

• illustrates the funding options and LVR implications

of the Developments. Importantly, this identifies

Asset Plus’ need to obtain new debt facilities and

potentially sell Eastgate and/or Stoddard Road in

order to fund the Graham Street Development.

No guarantee can be given that a full redevelopment will

be undertaken at Graham Street. You should consider

Section 6 of the Presentation in detail to consider the

expected impact of the Graham Street Development

alongside the expected impact of the completion of the

Offer and the Munroe Lane Development. You should

also refer to the key assumptions set out in Appendix 1

and the sensitivities of pro-forma post-development LVR

to changes in certain key assumptions in Appendix 4 of

the Presentation.

Further information regarding the Graham Street

Development is set out in the Explanatory Notes to

Resolution 2.

Notice of Special Meeting
09

What is the rationale for the Munroe

Lane Development?

Asset Plus believes that the Munroe Lane Development

offers attractive risk-adjusted returns having regard to

the high quality tenant (Auckland Council) and extended

lease term secured to date, which aligns with Asset

Plus’ strategy of sourcing ‘yield plus growth’

investment opportunities.

In Asset Plus’ interim results presentation for the six

months ended 30 September 2019, Asset Plus reiterated

its four strategic objectives. Those objectives, and how

the Munroe Lane Development assists in meeting those

objectives, are summarised below.

1. Objective 1: Increase the scale of the portfolio

The Munroe Lane Development is expected to

significantly enhance the scale of the Asset Plus

Group’s portfolio with a high quality construction

in an area of Auckland that is experiencing strong

growth. As set out in the Presentation, the Munroe

Lane Development, in combination with the Graham

Street Development (if it proceeds), is expected to

reduce Asset Plus’ management expense ratio due to

increased scale.

2. Objective 2: Reduce the share price to NTA gap

The Munroe Lane Development (together with the

associated Offer) is expected to assist in reducing the

current gap between Asset Plus’ share price and

NTA by:

(i) enhancing the quality of the Asset Plus Group’s

portfolio with a new A-Grade office building in

a high-growth area of Auckland that is well-

connected to key infrastructure;

(ii) executing on Asset Plus Group’s ‘yield plus

growth’ strategy; and

(iii) increasing the market capitalisation and liquidity

of Asset Plus’ shares as a result of the Offer.

3. Objective 3: Set a strong platform for sustainable

growth moving forward

Asset Plus believes that successful delivery of

the Munroe Lane Development (together with the

associated Offer) will enhance Asset Plus’ portfolio

and provide capital options for future

investment opportunities.

4. Objective 4: Provide an appropriate yield reflective of

the value-add, and total return approach adopted

The Munroe Lane Development is expected to provide

attractive risk-adjusted returns having regard to the

high quality tenant (Auckland Council) and extended

lease term secured to date (which lease relates to

approximately 63% of the total office NLA of

the development).

What are the implications of the Munroe Lane

Development not proceeding?

If Resolution 1 is not approved by Shareholders, Asset

Plus will not be able to satisfy the Shareholder approval

condition in the Agreement to Develop and Lease and,

accordingly, will not be able to complete the Munroe

Lane Development. In such circumstances, Asset Plus

will cancel the Agreement to Develop and Lease. The

Agreement to Develop and Lease does not require

Asset Plus to pay Auckland Council any money in

that circumstance.

The other implications if Shareholders do not approve

Resolution 1 are:

• the Offer would not proceed (Resolution 2 to approve

the Offer is inter-conditional upon Resolution 1

being passed);

• alternative development options would be required

to realise a return on the Munroe Lane Property,

which has already been acquired by Asset Plus;

• costs committed to and incurred to date, both

for the Munroe Lane Development as well as the

Offer (approximately $2.8 million as at the date

of this Notice of Meeting) would not be recovered.

The Underwriting Agreement (as defined in the

Explanatory Notes to Resolution 2 below) would also

be terminated, which would give rise to additional

costs for Asset Plus; and

• Asset Plus’ reputation may be damaged, which

would affect Asset Plus’ ability to acquire future

assets or to pre-lease Graham Street or the Munroe

Lane Property to any alternative tenant.

IAG
Risland Apartments

Munroe Lane

Photos in boxes show

expected new buildings

10

Notice of Special Meeting

Northern Motorway

Oteha Valley Road

BNZ New Office
Westfield Albany

11

Notice of Special Meeting

Auckland CBD

North Harbour

QBE Stadium

Notice of Special Meeting
12

What are the Key Risks of the Munroe

Lane Development?

As a significant project, there are a number of risks

associated with the Munroe Lane Development.

This section provides a high-level description of the

circumstances associated with the Munroe Lane

Development which may affect Asset Plus’ future

operating performance and financial position and the

value of Asset Plus’ shares during or following completion

of the Munroe Lane Development. However, this

summary does not cover all of the risks of an investment

in Asset Plus or of Asset Plus undertaking the Munroe

Lane Development.

Further detail on the key risks identified below and

Asset Plus’ assessment of the likelihood and mitigation

strategies relating to these risks is set out in Section 9

of the Presentation (“Key Risks”). You should read and

consider those risks in detail before deciding how to vote

in respect of the Resolutions.

• Conditional on Shareholder approval: If

the Resolutions to approve the Munroe Lane

Development and the Offer do not become effective,

Asset Plus will need to cancel the Agreement

to Develop and Lease and the Munroe Lane

Development will not proceed. In that case, Asset

Plus will have incurred material costs and expenses

associated with the project which it will not be able

to recover.

• Conditional on resource consent: The Agreement

to Develop and Lease is conditional on Asset Plus

obtaining all resource consents necessary for the

Munroe Lane Development by 30 June 2020. There is

a risk that the necessary consents are not obtained

or are obtained on terms that are not acceptable to

Asset Plus:

-If the necessary consents are not obtained (or

are obtained on conditions that are not approved

by Asset Plus and/or Auckland Council), either

party may cancel the Agreement to Develop and

Lease (and Asset Plus will likely need to cancel

the Agreement to Develop and Lease). In this

case, Asset Plus will have incurred material costs

and expenses associated with the project which

it will not be able to recover. If the Agreement

to Develop and Lease is cancelled after the

proceeds from the Offer are received, Asset Plus

would seek to utilise the proceeds of the Offer

for other investment opportunities that meet its

strategic objectives. There is no guarantee such

alternative opportunities would arise, or if they do

arise, will provide the returns to Asset Plus and

Shareholders that the Munroe Lane Development

would have provided. Until such time as proceeds

from the Offer could be used to fund alternative

investment opportunities, Asset Plus would likely

hold cash on its balance sheet which is unlikely to

produce the returns for investors that Asset Plus

is targeting; and

-The resource consent may be granted on

conditions that that are not favourable to Asset

Plus and which could affect Asset Plus’ returns

on the Munroe Lane Development (for example,

unexpected resource consent conditions could

result in Asset Plus being required to incur

additional development expenditure that it

cannot recover, including under the Agreement to

Develop and Lease).

• Delay to completion: If completion of construction

for the Munroe Lane Development is delayed beyond

16 December 2022, then, subject to any permitted

extensions and certain exceptions, the Agreement

to Develop and Lease requires Asset Plus to pay

liquidated damages to Auckland Council. Delay

could arise for a number of reasons, including

contractors not being able to obtain labour or

supplies due to any “force majeure” type events. If

the Munroe Lane Development is not completed by

15 June 2024 (the sunset date under the Agreement

to Develop and Lease) then, subject to any permitted

extensions, Auckland Council has the right to cancel

the Agreement to Develop and Lease and sue Asset

Plus for damages.

• Construction risk: Asset Plus does not expect to

enter into a construction contract for the Munroe

Lane Development until around December 2020.

The Agreement to Develop and Lease contains a

shortlist of three preferred construction contractors

and provides for Auckland Council oversight in

relation to the appointment of the contractor and the

terms on which that contractor is appointed. This

oversight means that the construction contract may

contain terms that Asset Plus would not otherwise

agree to, or which could reduce the profitability of

the development for Asset Plus. Asset Plus is also

exposed to general construction risks which are

outside of its control and risk of contractor failure

or insolvency during the period of the Munroe

Lane Development.

Notice of Special Meeting
13

• Impact on dividends: Asset Plus’ ability to maintain

dividends (currently 3.6 cents per share per financial

year, paid in four equal quarterly instalments) may

be negatively impacted during the period of the

Munroe Lane Development, including if costs of the

Munroe Lane Development are higher than those

forecast. If Asset Plus does maintain dividends

during the period the Munroe Lane Development

is being undertaken, those dividends will be partly

funded from proceeds of the Offer or debt capacity

from existing (or new) debt facilities, meaning an

increase in Asset Plus’ LVR during that period.

• Ability to lease un-let space: Asset Plus may not be

able to lease the un-let space for the Munroe Lane

Property following the completion of the Munroe

Lane Development, or the terms on which tenants

are secured may be inconsistent with those forecast,

which could affect Asset Plus’ returns.

• Development costs overrun: The costs associated

with completion of the Munroe Lane Development

are not fixed and may be higher than those forecast.

If that is the case, Asset Plus’ profits on the project

are likely to be reduced.

• Funding for the combined Developments:

If Asset Plus pursues the Graham Street Development

(being the preferred option currently), it will need

to obtain additional funding (currently estimated at

approximately $144 million). Asset Plus expects that

the additional funding could be obtained through one

or more of the following sources:

-additional bank funding;

-disposals of Eastgate and/or Stoddard Road;

and/or

-further equity or alternative capital

markets funding

There is no guarantee that Asset Plus will be

able to secure funding through any of the above

means. Asset Plus’ capacity to secure funding

would be impacted if the forecast valuations of

its portfolio are not maintained during the period

of the Developments. If Asset Plus is not able to

secure the required funding for the Graham Street

Development, it may only develop Graham Street to

the extent permitted by available funding (however,

the Munroe Lane Development would still proceed,

subject to the satisfaction of the conditions in the

Agreement to Develop and Lease).

• COVID-19: The potential impact of COVID-19

(also known as Coronavirus) on Asset Plus’

business and prospects and the price at which its

shares are traded cannot currently be quantified

or predicted at this time. However, the virus, could

have a material adverse effect on those matters,

including through causing delays or disruption to

the Developments (including because of the supply

chain for construction materials being affected). The

extent of any adverse impact on Asset Plus’ business,

prospects or share price will depend on the duration

and extent of the impacts from the virus. Asset Plus

will continue to monitor any impact of COVID-19

on the Developments and/or the supply chain for

construction materials.

Explanatory Notes relating to

Resolution 2:

Offer

Resolution 2 provides for Shareholders to consider and, if

thought fit, approve the Offer.

As noted above in the Explanatory Notes relating to

Resolution 1, Asset Plus intends to undertake the Munroe

Lane Development subject to Shareholder approval

and being able to satisfy the other conditions to the

Agreement to Develop and Lease. The expenditure Asset

Plus estimates that it will incur in completing the Munroe

Lane Development will be funded by the Offer. The Offer

will also provide some funding capacity for Asset Plus

to undertake the development of Graham Street (but a

full re-development of Graham Street will likely require

Asset Plus to seek a further shareholder approval and

will likely require Asset Plus to obtain additional debt

facilities and sell Eastgate and/or Stoddard Road to be

achieved). Proceeds raised under the Offer will primarily

be used to fund the Munroe Lane Development and are

not sufficient to fund the preferred development option

for Graham Street on their own.

The Offer requires Shareholder approval by way of

Special Resolution as a “major transaction” under section

129 of the Companies Act because the cash proceeds

expected to be received by Asset Plus are expected

to be more than half of Asset Plus’ gross assets.

8

No

Shareholder approvals are required for the Offer under

the Listing Rules.

Further detailed information regarding the Offer is set out

in the Offer Document and Section 8 (“Offer Overview”)

of the Presentation. You should read and consider that

information in addition to the description of the Rights

Offer below.

8

Asset Plus Group’s total assets are expected to have a book value of $162.6 million as at 31 March 2020.

Notice of Special Meeting
14

Summary of the Offer

Size and pricing

Asset Plus is seeking to raise gross proceeds of

approximately $100 million of new capital under the

Offer, by issuing up to 199,971,734 new Shares at an

issue price of $0.50 per Share. It is expected that this

issue price will be a discount to the market price for

Shares at the time that the Offer commences.

Eligible Shareholders will be offered 1.235 new Shares

for every 1 Share currently held. For example, if a

Shareholder holds 1,000 Shares on the record date for

the Offer, that Shareholder will be offered the right to

acquire 1,235 new Shares.

Augusta Capital’s commitment

Augusta, has committed to subscribe for $5 million of

new Shares under the Rights Offer under the terms of the

Augusta Commitment, which represents approximately

26.5% of the rights it is entitled to under the Rights Offer.

Augusta will not participate in the Shortfall Bookbuild.

Augusta’s shareholding in Asset Plus is expected to

decrease from 18.85% as at the date of this Notice

of Meeting to 11.2% of the issued share capital upon

completion of the Offer.

Arranger

Jarden Securities Limited has been appointed as arranger

for the Offer.

Offer underwritten

To help provide certainty as to funding, the Offer (other

than the Augusta Commitment) will be underwritten

by Jarden Partners Limited under an underwriting

agreement (the Underwriting Agreement). A summary

of the key terms of the Underwriting Agreement is set out

in the Offer Document.

Eligible Shareholders

New Shares will be offered under the Rights Offer to:

(a) Shareholders with a registered address in New

Zealand or New Caledonia; and

(b) institutional Shareholders with a registered address

in Australia, Hong Kong or Singapore,

in each case who are registered as a Shareholder as

at the record date for the Offer and who are not in the

United States and who are not acting for the account or

benefit of a person in the United States.

Shareholders who are not eligible to participate in the

Rights Offer may receive value as described below.

New Shares not taken up under the Rights Offer, along

with those attributable to ineligible Shareholders, will

be offered under the Shortfall Bookbuild to a range of

institutional investors. Eligible Shareholders who take up

all of their rights under the Rights Offer may apply for

additional Shares offered under the Shortfall Bookbuild

as part of their application for Shares under the Rights

Offer. If the price achieved in the Shortfall Bookbuild

exceeds the price that new Shares were offered under

the Rights Offer, the premium will be paid, on a pro-rata

basis, to the Shareholders that did not, or were ineligible

to, take up their rights under the Rights Offer.

Depending on timing, and assuming Shareholders

approve Resolution 1, the Offer may be completed (and

new Shares issued) before Asset Plus has satisfied all of

the outstanding conditions in the Agreement to Develop

and Lease. Accordingly, there is a possibility that new

Shares will be issued under the Offer but that the Munroe

Lane Development does not take place because Asset

Plus is unable to satisfy all of the conditions under the

Agreement to Develop and Lease. In those circumstances,

Asset Plus would have issued new Shares, and received

the amount payable for those Shares, under the Offer.

In that situation, Asset Plus would seek to utilise the

proceeds of the Offer for other investment opportunities

that meet its strategic objectives.

The Offer will not proceed if Shareholders do not approve

Resolution 1 and Resolution 2 and the Board does not

approve the Munroe Lane Development and the Offer in

accordance with the terms of those Resolutions.

NZX waiver

NZX has granted Asset Plus a waiver from Listing Rule

5.2.1, to permit certain of its “Related Parties” and

“Associated Persons” of its “Related Parties” (in each

case, as those terms are defined in the Listing Rules) to

participate in the Shortfall Bookbuild.

Proceeds

The Offer is expected to result in Asset Plus receiving

net cash proceeds of approximately $96.5 million. These

proceeds will initially be used to repay existing bank debt,

and Asset Plus is expected to be in a net cash position

following the Offer. Proceeds will gradually be drawn to

fund the requirements of the Munroe Lane Development.

Notice of Special Meeting
15

What is the rationale for the Offer?

The Offer is being undertaken in order to fund the Munroe

Lane Development, whilst also providing some funding

capacity to undertake the development of Graham Street.

1. Munroe Lane Development

See the Explanatory Notes relating to Resolution 1

for an explanation of the Munroe Lane Development,

including the key risks relating to that development.

2. Graham Street Development

As signalled to Shareholders at the June 2019 special

meeting to consider the acquisition of Graham Street,

Asset Plus is considering three options for the potential

development of that property. Asset Plus has not made

a final decision regarding the development option

it will pursue, which will be subject to a number of

contingencies, including sufficient tenant commitments,

relevant consents and approvals, being obtained,

market conditions, tenant demands, funding and

other factors. Updates will be provided in due course

alongside results announcements and at other times

(such as when lease commitments are entered into)

in accordance with Asset Plus’ continuous disclosure

obligations. However, the full redevelopment option

(Option 1 described in the notice of meeting for the June

2019 meeting) remains Asset Plus’ current preferred

option, with the intention of holding Graham Street as

a long term investment. That option is referred to in this

Notice of Meeting as the Graham Street Development.

Section 5 (“Update on Graham Street Development”)

and Section 6 (“Pro-forma Impact of the

Developments”) of the Presentation provide an

update on the Graham Street Development and a

description of the expected impact of the Graham

Street Development on Asset Plus. You should also

refer to the indicative development timetable set out

at Appendix 2 of the Presentation and the key risks

in Section 9 (“Key Risks”) of the Presentation.

As outlined in the Presentation, the Developments

aim to deliver on Asset Plus’ strategic objectives by:

• reducing Asset Plus’ management expense ratio

due to increased scale;

• reducing the discount at which Asset Plus’ Shares

trade to its NTA, by enhancing the quality of the

Asset Plus Group’s portfolio, executing on the

Asset Plus Group’s ‘yield plus growth’ strategy and

increasing the market capitalisation and liquidity of

Asset Plus’ shares;

• providing capital options for future investment

opportunities; and

• providing attractive risk-adjusted returns.

If the Munroe Lane Development and the Graham

Street Development complete in accordance with

Asset Plus’ current indicative development timetable

and cost plan (which assumes the sale of Eastgate),

Asset Plus expects that the value of its investment

properties will increase by approximately

$258 million.

3. Funding for the Developments

Munroe Lane Development

Asset Plus currently estimates that its expenditure to

complete the Munroe Lane Development will be $115

million.

9

It is intended that the proceeds received by

Asset Plus under the Offer will be used to fund the

Munroe Lane Development, whilst also providing

some funding capacity to undertake the development

of Graham Street.

Graham Street Development

Asset Plus currently indicatively estimates that

its expenditure to complete the Graham Street

Development will be approximately $144 million.

10


The final expenditure for that development will

depend on the size of the development, consent

requirements, tenant requirements, pre-leasing

commitments and other factors and is likely to

change from that noted above.

Asset Plus will need new debt facilities to complete

both Developments, if a full redevelopment of

Graham Street is pursued. If the Developments are

entirely debt funded, should the Graham Street

Development be progressed, Asset Plus’ LVR on

completion of the Developments (assuming no

other transactions take place between the date

of this Notice of Meeting and completion and that

the Developments are completed at current cost

estimates) would be approximately 49.8%, which is

above Asset Plus’ target long-run LVR.

9

See footnote 5 on page 6.

10

This differs from the indicative development cost presented to Shareholders in June 2019 at the special meeting to consider the acquisition

of Graham Street. This indicative cost is based on the current design and is subject to change. Refer to Section 5 (“Update on Graham Street

Development”) of the Presentation for more information on the evolution of Asset Plus’ preferred option for the development of Graham Street.

Notice of Special Meeting
16

Accordingly, Asset Plus expects to sell Eastgate

and/or Stoddard Road in order to partially fund the

Graham Street Development, should that option be

progressed. If one or both of Eastgate or Stoddard

Road were sold to part fund the Graham Street

Development, Asset Plus’ LVR on completion would

be between 37.2% and 44.9% (assuming a sale price

at or around current indicative valuations).

There is no guarantee that Asset Plus will be able to:

• obtain sufficient bank funding, including on

satisfactory terms, due to changes in the current

low interest rate environment; and/or

• dispose of Eastgate and/or Stoddard Road at a

sale price that is acceptable to Asset Plus.

In that case, if Asset Plus is committed to a full re-

development of Graham Street, Asset Plus is likely to

need to undertake further capital markets transactions

to raise additional debt and/or equity funding. There

is no guarantee that any such transaction(s) would

be successful and therefore no guarantee can be

given that a full redevelopment will be undertaken at

Graham Street.

If the Board chooses not to progress a redevelopment

at Graham Street, or to progress with alternative

redevelopment options, proceeds from the Offer

may leave Asset Plus with balance sheet headroom

which Asset Plus intends to invest in new, as yet

unidentified, opportunities.

The Munroe Lane Development will take place

whether or not the Graham Street Development takes

place (subject to the satisfaction of the conditions

in the Agreement to Develop and Lease, including

approval by Shareholders).

See Section 4 (“Pro-forma Impact of the Munroe Lane

Development”) and Section 6 (“Pro-forma Impact of

the Developments”) of the Presentation for further

details of the funding options, LVR implications and

other expected impacts for Asset Plus resulting from

both the Munroe Lane Development and the Graham

Street Development.

4. Impact on dividends

Asset Plus’ current dividend policy is to pay out

between 90% and 100% of Distributable Profit.

11


Asset Plus’ dividend is currently 3.6 cents per Share

paid in four equal quarterly instalments. The Board

intends to maintain the dividend during the period of

the Developments.

Asset Plus expects that dividends will exceed net

operating earnings during the development phase

for the Munroe Lane Development. This shortfall

is expected to increase if the Graham Street

Development is pursued. This means that, during

the period of the Developments, any dividends will

be funded partly from proceeds of the Offer or debt

capacity from existing (or new) debt facilities.

Dividends remain subject to quarterly review and

are payable at the discretion of the Board, who will

take into account all relevant factors when making

decisions on dividend payments. Dividends are not

guaranteed. The Board will consider the introduction

of a dividend reinvestment plan. See Section 7

(“Dividends”) of the Presentation for more information.

There are other risks associated with the Graham Street

Development and the Munroe Lane Development that

you should consider before deciding how to vote on the

Resolutions or making an investment decision. Section 9

of the Presentation (“Key Risks”) for further information

regarding these key risks.

What are the implications of the Offer not

proceeding?

If Resolution 2 is not approved by Shareholders, Asset

Plus will not be able to satisfy the funding condition in the

Agreement to Develop and Lease and, accordingly, will

not be able to complete the Munroe Lane Development.

In such circumstances, Asset Plus will cancel the

Agreement to Develop and Lease. The other implications

if Shareholders do not approve Resolution 2 are:

• Asset Plus will need to seek alternative funding

options for the Graham Street Development;

• Asset Plus may not be able to fund any future or

alternative acquisitions or developments to grow its

portfolio; and

• alternative development options would be required

to realise a return on the Munroe Lane Property,

which has already been acquired by Asset Plus.

11

Distributable Profit is a non-GAAP measure and is defined as net profit/(loss) before income tax adjusted for non-cash items and/or non-recurring

items and current tax.

Notice of Special Meeting
17

What are the Key Risks of the Offer?

This section sets out a summary of the key risks identified

by the Board in respect of the Offer. However, this

summary does not cover all of the risks of an investment in

Asset Plus or the Offer.

Further detail on the risks identified below and Asset

Plus’ assessment of the likelihood and mitigation

strategies are set out in Section 9 (“Key Risks”) of the

Presentation. You should read these risks in detail before

deciding how to vote in respect of the Resolutions.

• Indicative valuations and forecast metrics:

The indicative property valuations and forecast

financial metrics set out in the Presentation are

presented as being the expected property valuations

and financial metrics as at 31 March 2020. The final

property valuations and financial metrics as at 31

March 2020 released by Asset Plus as part of its

annual results announcement in May 2020 may

differ from the property valuations and metrics set

out in the Presentation, which would in turn result in

Net Profit After Tax being different from that shown

in this presentation.

• Overseas Investment Act restrictions: If Asset

Plus is currently an “overseas person” under the

Overseas Investment Act 2005, or becomes one as

a consequence of the Offer or the potential takeover

of Augusta by Centuria Capital, under existing

legislation it will be unable to pursue acquisitions of

“sensitive land” or “significant business assets” (each

as defined in the Overseas Investment Act 2005

(which do not include Graham Street or the Munroe

Lane Property)) without first obtaining the approval

of the Overseas Investment Office.

Procedural Notes
and other information

Explanatory Notes

Explanatory Notes relating to the Resolutions are

attached to and form part of this Notice of Meeting.

Attendance

All Shareholders who are registered as at 5.00pm (New

Zealand time) on 27 March 2020 are entitled to attend

and vote at the Special Meeting or to appoint a proxy or

representative (in the case of a corporate shareholder) to

attend and vote on their behalf.

The notice appointing a proxy or representative must be

received by Link Market Services Limited not later than

1.30 pm (New Zealand time) on Sunday, 29th March

2020 by any of the following means:

Delivery: Deliver your completed form to: Link Market

Services Limited, Level 11, Deloitte Centre,

80 Queen Street, Auckland

Mail: Post your completed form to: C/- Link

Market Services Limited, PO Box 91976,

Victoria Street West, Auckland 1142

Online: Visit https://investorcentre.

linkmarketservices.co.nz/voting/APL

and follow the instructions

Email: Email meetings@linkmarketservices.co.nz

with “Asset Plus proxy” in the subject line

Facsimile: Fax your completed form to:

+64 9 375 5990

Proxies and representatives

A proxy or representative need not be a Shareholder

and may be appointed by completing the proxy form

attached to this Notice of Meeting. The appointment of a

proxy or representative does not preclude a Shareholder

from attending and voting at the Special Meeting or

carrying this out electronically as set out in the proxy

form accompanying this notice. However, please note

that your proxy will not be able to vote at the Special

Meeting unless you have provided a voting direction or

discretion. If you do not provide an election in respect of

the resolution, your direction is to abstain. If you make

more than one election in respect of the resolution your

vote will be invalid on that resolution.

If you do not name a person as your proxy but have

indicated on this form how you wish to vote, the Chair

of the Special Meeting will vote in accordance with your

express instructions.

You may appoint the Chair of the Special Meeting as your

proxy. If you appoint the Chair of the Special Meeting

as proxy and elect to give him discretion on how to

vote, then he intends to vote your Shares in favour of

Resolutions 1 and 2.

Resolutions

Resolution 1 and Resolution 2 will only be effective if:

(a) both Resolutions are respectively approved by

Special Resolution at the Special Meeting. A Special

Resolution means a resolution passed by not less

than 75% of the votes of those Shareholders entitled

to vote and voting on the resolution; and

(b) the Board resolves that the transactions

contemplated by both Resolutions 1 and 2 remain in

the best interests of Asset Plus immediately prior to

the issue of the Shares under the Offer.

Minority buy-out rights

Minority buy-out rights may apply to Resolutions 1 and

2. If a Shareholder casts all the votes attached to the

Shares registered in that Shareholder’s name and having

the same beneficial owner against Resolution 1 and/

or Resolution 2, and the relevant Resolution(s) passes,

then that Shareholder is entitled to require Asset Plus

to purchase those Shares if the Shareholder elects to

do so under and in accordance with section 111 of the

Companies Act.

The Companies Act prescribes specific procedures in

relation to the exercise of such minority buy-out rights,

including that a Shareholder who is entitled, and wishes,

to exercise such rights must give written notice to Asset

Plus within 10 working days of the passing of the

relevant Resolution(s) (being 5.00pm (New Zealand time)

on 16 April 2020).

Within 20 working days of receipt of a written notice

from a Shareholder, the Board must:

(a) agree to purchase the Shares; or

(b) arrange for some other person to purchase

the Shares; or

Notice of Special Meeting

18

(c) apply to the court for an order exempting Asset
Plus from the obligation to purchase the shares on

specified grounds; or

(d) arrange for the relevant special resolution to be

rescinded by special resolution of shareholders, or

decide in the appropriate manner not to take the

action concerned, as the case may be.

The Board’s decision must be provided to the

Shareholder in a written notice within that specified

20 working day period.

If the Board agrees to purchase the Shares, the Board

must offer a price for the Shares that the Board considers

to be fair and reasonable as at the close of business

on the day before the Special Meeting. Shareholders

are entitled to object to the price offered in accordance

with the process set out in the Companies Act, in which

case a fair and reasonable price will be determined

by arbitration.

Shareholders should note that the terms of each of

Resolution 1 and Resolution 2:

(a) are inter-conditional. If either Resolution 1 or

Resolution 2 is not approved by Shareholders, neither

Resolution 1 nor Resolution 2 will have been passed

and, consequently, the minority buy-out rights will not

apply; and

(b) require the Munroe Lane Development and the

Offer to be approved by the Board in order for

these Resolutions to be effective, in addition to the

Shareholder approval. If Board approval is not given

to either the Munroe Lane Development or the Offer,

neither Resolution 1 nor Resolution 2 will have been

passed and, consequently, the minority buy-out

rights will not apply. This approach requiring Board

approval is to protect the interests of Asset Plus and

Shareholders as a whole, by providing a mechanism

whereby the Munroe Lane Development and/or the

Offer (as applicable) will not be implemented if to

do so would be likely to, in the Board’s view, impose

a material liability or other obligation on Asset Plus,

including a liability to fund the acquisition of Shares

the subject of a valid exercise of minority buy-out

rights. The Board approval is required immediately

prior to the issue of the Shares under the Offer which

is intended to be on 8 April 2020. Given such date

is before the deadline of 16 April 2020 for eligible

Shareholders to exercise minority buy-out rights,

the Board will need to make an assessment of any

potential liability to Asset Plus resulting from the

valid exercise of minority buy-out rights based on

any notices from Shareholders exercising minority

buy-out rights that are received by Asset Plus before

the issue of Shares under the Offer. There remains a

risk, however, that a material liability for Asset Plus

arises, as a consequence of the exercise of minority

buy-out rights, after the Board has approved the

Munroe Lane Development and the Offer and once

the Offer has completed.

Any Shareholder wishing to exercise these buy-out rights

should seek independent legal and financial advice.

Voting Restrictions

All Shareholders are eligible to vote on Resolution 1 and

Resolution 2.

Notice of Special Meeting

19

Glossary
Agreement to Develop and Leasethe agreement to develop and lease between Asset Plus Investments Limited, Asset

Plus and Auckland Council dated 20 December 2019

Associated Personhas the meaning given to that term in the Listing Rules

Asset PlusAsset Plus Limited

Asset Plus GroupAsset Plus and all of its subsidiaries

AugustaAugusta Capital Limited

Augusta CommitmentAugusta’s commitment to subscribe for $5 million of new Shares under the

Rights Offer

Boardthe board of directors of Asset Plus

Chairthe chair of the Board

Companies ActCompanies Act 1993

Developmentsthe Munroe Lane Development and the Graham Street Development

Eastgatethe Eastgate Shopping Centre, Christchurch owned by Asset Plus

Explanatory Notesthe explanatory notes on the Resolutions attached to, and forming part of, this Notice

of Meeting

Graham Streetthe property owned by Asset Plus at 35 Graham Street, Auckland

Graham Street DevelopmentAsset Plus' current preferred option for the proposed development of Graham Street,

Auckland, being a full redevelopment of that property (which has not yet been

approved by the Board)

Glossarythis glossary of terms

Greenstar Ratinga Green Star – Design and As Built Rating under the Design and As Built tool V1.0

certified by the New Zealand Green Building Council

Listing Rulesthe Listing Rules of the NZX Main Board

LVRthe ratio of bank debt net of cash owing by Asset Plus to the total valuations of Asset

Plus’ properties

Main Boardthe main board equity securities market operated by NZX

ManagerAugusta Funds Management Limited in its capacity as manager of Asset Plus' assets

Munroe Lane Developmentthe development, construction and leasing of the Munroe Lane Property in

accordance with the Agreement to Develop and Lease as described in the

Explanatory Notes and all other associated and related agreements, transactions,

actions and matters that are reasonably necessary to complete the development,

construction and leasing of the Munroe Lane Property in accordance with the

Agreement to Develop and Lease

Munroe Lane Propertythe property located at 6-8 Munroe Lane, Albany, Auckland (being Lots 3 and 4

Deposited Plan 435114 contained in records of title 531791 and 531792)

Notice of Special Meeting

20

NABERSNZNational Australian Built Environmental Rating System (NABERS) owned by the
NSW Office of Environment and Heritage (or by any successor or other body

administering NABERS from time to time) and licenced to the Energy Efficiency and

Conservation Authority in New Zealand (EECA) and administered on behalf of EECA

by the New Zealand Green Building Council, in the form in which it applied on the

date of the Agreement to Develop and Lease

Net Rental Incomethe income generated by investment property after deducting all operating expenses

from the gross rental income

NLAnet lettable area

NTAnet tangible assets

Notice of Meetingthis notice of special meeting to be distributed to Shareholders

NZXNZX Limited

Offer the raising of approximately $100 million in new equity capital being undertaken by

Asset Plus pursuant to the Rights Offer and the Shortfall Bookbuild

Offer Documentthe offer document to be issued by Asset Plus to eligible Shareholders in respect of

the Offer

Presentationthe presentation accompanying this Notice of Meeting

Procedural Notesthe procedural notes attached to, and forming part of, this Notice of Meeting

RegistrarLink Market Services Limited

Rights Offerthe pro-rata offer of Shares intended to be made to all eligible Asset Plus shareholders

Resolutionsthe resolutions set out in this Notice of Meeting

Sharean ordinary share in Asset Plus

Shareholdersthose persons who hold Shares in Asset Plus

Shortfall Bookbuildthe bookbuild process to be conducted by Jarden Securities Limited under which new

Shares attributable to rights that are not taken up, or rights which are attributable to

ineligible Shareholders, under the Rights Offer, are offered to investors

Special Meetingthe special meeting of Shareholders to be held on 31 March 2020 commencing at

1.30 pm at the offices of Link Market Services Limited, Level 11 Deloitte Centre, 80

Queen Street, Auckland

Special Resolutiona resolution of Shareholders approved by not less than 75% of the votes of those

Shareholders entitled to vote and voting on the matter

Stoddard Roadthe property owned by Asset Plus at 22 Stoddard Road, Auckland

WALEweighted average lease expiry

Notice of Special Meeting

21

22
Notice of Special Meeting

Artist’s impression of the
Munroe Lane development

23

Notice of Special Meeting

Directory
Company

Asset Plus Limited

C/- Augusta Funds Management Limited

Level 2, Bayleys House

30 Gaunt Street

Wynyard Quarter

Auckland 1010

PO Box 37953

Parnell 1151

www.assetplusnz.co.nz

Registrar

Link Market Services Limited

Level 11

Deloitte Centre

80 Queen Street

Auckland 1010

PO Box 91976

Auckland 1142

Telephone: +64 9 375 5998

Legal Advisers

Bell Gully

Level 21

48 Shortland Street

Auckland 1140

Notice of Special Meeting

24

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0

3

2

0

2

0

ASSET PLUS

DEVELOPMENTS AND EQUITY RAISING

10 MARCH 2020

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Disclaimer and Important Notice

This presentation has been prepared by Asset Plus Limited (Asset Plus , APL or the Company) in relation to the:

•shareholder meeting to consider (among other things) the proposed development by Asset Plus of the property located at 6-8 Munroe Lane, Albany (Munroe Lane Development); and

•a rights offer of new shares in Asset Plus (New Shares) to be made to eligible shareholders of Asset Plus (Rights Offer), followed by a shortfall bookbuild process (Shortfall Bookbuild, with the Rights Offer,theOffer), under clause 19 of Schedule 1 to the

Financial Markets Conduct Act 2013 (FMCA).

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 Asset Plus or that would be required in a

product disclosure statement for the purposes of the FMCA. Asset Plus 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 Asset Plus'other

periodic and continuous disclosure announcements released to NZX (which are available at www.nzx.com/companies/APL). No information set out in this presentation will form the basis of any contract.

Not financial product advice

This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire Asset Plus 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 Asset Plus is subject to investment and other known and unknown risks, some of which are beyond the control of Asset Plus. Neither Asset Plus nor Augusta Funds Management Limited (the Manager) guarantees any

particular rate of return or the performance of Asset Plus.

Not an offer

This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or anyother 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 Offer must be made on the basis of the information to be contained in a separate offer document

which will be available following its lodgment with NZX (Offer Document). Any eligible shareholder who wishes to participate in the Offer should consider the Offer Document in deciding to apply underthat offer. Anyone who wishes to apply for New

Shares under the 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 isoutside New Zealand must seek advice on and observe any such restrictions. Refer to the section "International Offer

Restrictions" in Appendix 10 of this presentation for information on restrictions on eligibility criteria to participate in the Offer.

2

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Disclaimer and Important Notice

Disclaimer

None of Jarden Securities Limited, Jarden Partners Limited or their related companies and affiliates (Underwriters) take any responsibility for any part of this presentation. None of Asset Plus, the Manager, the Underwriters or their relatedcompanies 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 anyother cause). To the

maximum extent permitted by law, 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 andwaive any rights you may otherwise have in this respect. The Underwriters may have interests in the securities of Asset Plus, including providing

investment banking services to Asset Plus. Further, the Underwriters may act as market maker or buy or sell those securitiesorassociated derivatives as principal or agent. The Underwriters may receive fees for acting in their capacity as arrangers and underwriters of the Offer.

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 Asset Plus. 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 Asset Plus, which may cause the actual results or performance of Asset Plus 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. Asset Plus 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 Asset Plus from the information available as of the date of this presentation. Actual results may vary from theprojections

and such variations may be material. You are cautioned not to place undue reliance on forward-looking statements.

Financial information

The financial information included in this presentation has been prepared (unless otherwise specified) on a basis consistent with the standards used in preparation of Asset Plus’31 March 2019 Annual Financial Statements. Minor variances may exist in this presentation

due to rounding.

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 presentation. NZX is a licencedmarket operator, and the NZX Main Board is a licencedmarket under

the FMCA.

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 Asset Plus via NZX (including, in the case of

the 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.

For purposes of this Disclaimer and Important Notice, "presentation" shall mean the slides, any oral presentation of the slides by Asset Plus, 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. Asset Plus reserves the right to withdraw, or vary the timetable for, the Offer without notice.

3

Asset Plus, Developments and Equity Raising | March 2020
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Contents

4

01

Portfolio and

Trading Update

02

05

03

06

Summary Overview of the

Munroe Lane

Development

Update on

Graham Street

Development

Pro-forma Impact

of the

Developments

04

Pro-forma Impact

of the Munroe Lane

Development

07

Dividends

08

Offer Overview

09

10

Key RisksAppendices

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

SUMMARY

0

1

Artist impression of the Munroe Lane Development

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

6

•On 20 December 2019, Asset Plus announced the development of a 26,500m

2

(GFA)

/ 15,100m

2

(NLA) building in Albany, 63% pre-leased, with a 15-year lease to

Auckland Council.

•The acquisition of Munroe Lane is the second acquisition in this financial year for

Asset Plus, adding to 35 Graham Street, Auckland CBD (Graham Street) which was

approved by shareholders in June 2019, in pursuit of Asset Plus'revised ‘yield plus

growth’ strategy.

•Asset Plus intends to hold Munroe Lane as a long term investment.

•Construction is expected to commence in January 2021, with a targeted completion

date of December 2022.

•Asset Plus believes the Munroe Lane Development offers attractive risk-adjusted

returns having regard to the high-quality tenant and extended lease term secured to

date.

•The Offer will provide funding for the Munroe Lane Development.

14-18

FURTHER INFORMATION

➢Munroe Lane Development overview

➢Pro-forma impact of the Munroe Lane Development

➢Key Risks

➢Key assumptions (Appendix 1)

➢Indicative development timetable (Appendix 2)

PAGE #

Munroe Lane Development

19-22

38-39, 42

46

The Munroe Lane Development

requires shareholder approval.

Asset Plus will hold a shareholder

meeting to approve the Munroe

Lane Development at 1.30 pm

on Tuesday, 31 March 2020 at

Link Market Services, Level 11,

Deloitte Centre, 80 Queen

Street, Auckland

For further information, shareholders should refer to the Notice of Meeting to be sent to shareholders on 10 March

2020. The approval of the Munroe Lane Development also requires shareholder approval of the Offer (see page 8).

Artist impression of the Munroe Lane Development

47

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

7

•On 17 June 2019, Asset Plus shareholders approved the purchase

of 35 Graham Street, Auckland for $58 million from Auckland

Council.

•At the time of the transaction, a two-year lease was entered into

with Auckland Council to provide Asset Plus with income and

time to work through a potential redevelopment plan. A full

redevelopment continues to be Asset Plus'preferred

development option with the intention of holding this property as

a long term investment.

•Alternative redevelopment options presented to shareholders in

June 2019 also still remain available.

•The Offer is also intended to provide some funding capacity to

undertake the development of Graham Street.

Update on Graham Street Development

FURTHER INFORMATION

➢Update on Graham Street Development

➢Pro-forma impact of the Munroe Lane Development and

preferred development option for Graham Street

➢Key Risks

➢Key assumptions (Appendix 1)

➢Indicative development timetable (Appendix 2)

PAGE #

23-26

27-30

40-42

46

Artist impression of the preferred development option for Graham Street

47

Asset Plus, Developments and Equity Raising | March 2020
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8

•Asset Plus is seeking approximately $100 million in new equity capital to fund the Munroe

Lane Development, whilst also providing some funding capacity to undertake the

development of Graham Street.

•Proceeds will initially be used to repay existing bank debt, and Asset Plus is expected to

be in a net cash position following the Offer. Proceeds will gradually be drawn to fund

the requirements of the Munroe Lane Development.

•Asset Plus is undertaking the Offer in the form of an underwritten pro rata 1.235 for 1

rights offer to raise approximately $100 million.

•The application price under the Rights Offer is $0.50 per new share, representing a 6.7%

discount to the theoretical ex-rights price of $0.536.

•The Rights Offer opens on 19 March 2020 and closes on 1 April 2020. Eligible

shareholders should read the Offer Document and this presentation in their entirety.

FURTHER INFORMATION

➢Portfolio and Trading Update

➢Dividends

➢Offer Overview

➢Key Risks of the Offer

PAGE #

The Offer

The Offer also requires

shareholder approval.

Asset Plus will hold a

shareholder meeting to approve

the Offer at 1.30 pm on

Tuesday, 31 March 2020 at Link

Market Services, Level 11,

Deloitte Centre, 80 Queen

Street, Auckland

Shareholders should go to www.assetplusoffer.co.nzto find out more and apply by 5.00 pm

on 1 April 2020.

For more information, shareholders should refer to the Offer Document to be sent to shareholders on 19 March 2020.

The approval of the Offer also requires shareholder approval of the Munroe Lane Development (see page 6)

9-13

33

34-36

43

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PORTFOLIO AND

TRADING UPDATE

Artist impression of the preferred development option for Graham Street

0

2

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Key Metrics

Forecast as at 31 March 2020

1

$160.7m

2

(Sep-19

3

: $182.3m)

98%

(Sep-19

3

: 98%)

3.1 years

(Sep-19

3

: 4.2)

67

(Sep-19

3

: 65)

4

(Sep-19

3

: 4)

30.2%

(Sep-19

3

: 38.2%)

$0.69

2

(Sep-19

3

: $0.69)

10

1.Forecast results for the year ending 31 March 2020. Forecasts are subject to financial performance through the remainder of FY20, year-end adjustments, audit review, and the approval of the Asset Plus Board.

2.Based on draft valuations received and approved by the Board which are subject to finalisation by the issuing valuerand audit on or after 31 March 2020. Further details will be included in Asset Plus’full year results announcement for

the year ended 31 March 2020.

3.In the period since 30 September 2019, the Munroe Lane property was acquired on 2 December 2019 for $7.25m and the Heinz Wattiesproperty was sold on 17 December 2019 for $29.1m.

Portfolio ValueWALEPropertiesLVR

OccupancyNumber of TenantsNTA (prior to the Offer)

Asset Plus, Developments and Equity Raising | March 2020
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While rental performance from underlying assets remained steady, results are influenced by significant

activity within the Asset Plus portfolio:

•The Heinz Wattiesdistribution centre in Hastings was sold during the year. Results include rent from this property

for approximately 9 months.

•The CBD office building at 35 Graham Street was acquired in Jun-19. Results include rent from this property for

approximately 9 months.

•Due diligence costs partially offset by an underwriting fee received from the Heinz Wattiessale.

•Draft valuation reports for the portfolio give rise to a fair value loss of $0.5m

3

.

Forecast full year FY20 financial performance metrics

1

Actual results for FY20 may differ from these forecasts as they are subject to the financial performance through the remainder of FY20,

year-end adjustments, audit review, and the approval of the Asset Plus Board

Net Rental Income

$10.5m

(up $1.3m, 15% on FY19)

AFFO

2

$4.9m

(up $0.2m, 3% on FY19)

Net Profit After Tax

$4.5m

(up $0.7m, 18% on FY19)

11

1.Forecast results for the year ending 31 March 2020. Forecasts are subject to financial performance through the remainder of FY20, year-end adjustments, audit review, and the approval of the Asset Plus Board.

2.AFFO stands for ‘Adjusted Funds From Operations’, and is non-GAAP financial information, calculated based on guidance issued by the Property Council of Australia. Asset Plus considers that AFFO is a useful measure for shareholders

and management because it assists in assessing the Company’s underlying operating performance. This non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable

to similar financial information prescribed by other entities. A reconciliation of the total forecast comprehensive income after tax to AFFO is included at Appendix 6.

3.Based on draft valuations received and approved by the Board which are subject to finalisation by the issuing valuerand audit on or after 31 March 2020. Further details will be included in Asset Plus’full year results announcement for

the year ended 31 March 2020.

FY20 Forecast

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Portfolio update

Forecast as at 31 March 2020

12

Eastgate, ChristchurchStoddard Rd, AucklandGraham Street, AucklandMunroe Lane, Auckland

Valuation ($m)

1

$52.2 (Mar-19: $54.5)$42.5 (Mar-19: $39.5)$58.5 (On acquisition: $58.0)$7.5 (On acquisition: $7.25)

WALE (years)4.5 (Mar-19: 5.1)4.0 (Mar-19: 4.0)1.2 (On acquisition: 2.0)-

Occupancy (%)95% (Mar-19: 93%)100% (Mar-19: 100%)100% (On acquisition: 100%)-

Net Rental Income ($m)$3.66 (Mar-19: $3.63)$2.62 (Mar-19: $2.57)$3.95 (On acquisition: $3.95)-

Passing yield (%)7.9% (Mar-19: 7.3%)6.2% (Mar-19: 6.5%)6.8% (On acquisition: 6.9%)-

Comments•Bargain Chemist recently secured

as a new tenant on a 6-year lease

•Ongoing discussions to expand F&B

offering

•Seismic work for The Warehouse

completed

•The property continues to perform

well and provide a steady income

stream

•100% of expiring leases were

renewed by existing tenants so far

during the year

•Acquired June 2019

•Auckland Council lease has

approximately 1.25 years to run

(expiring June 2021)

•Attractive holding income

•Acquired off-market December

2019

•Large ~4,200m

2

corner site with

three road frontages

Largest tenant exposures•Countdown, The Warehouse•The Warehouse•Auckland Council-

1.Based on draft valuations received and approved by the Board which are subject to finalisation by the issuing valuerand audit on or after 31 March 2020. Further details will be included in Asset Plus’full year results announcement for

the year ended 31 March 2020.

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Update: Centuriabid for Augusta Capital –Business as usual for Asset Plus

Augusta Capital Limited (Augusta Capital) and CenturiaPlatform Investments Pty Limited, a subsidiary of CenturiaCapital Limited (Centuria), signed a Bid Implementation

Agreement (BIA) on 29 January 2020.

The BIA contemplates a transaction that, if successful, would result in Augusta Capital becoming owned or controlled by Centuriaand potentially de-listing from the NZX

(Takeover).

Augusta Capital currently holds 18.85% of Asset Plus'shares. Further, Asset Plus'assets are managed by Augusta Fund Management Limited, a wholly-owned subsidiary

of Augusta Capital, under a management agreement.

The Board of Asset Plus believes, based on information known to it at this time, that the Takeover is not expected to negativelyimpact Asset Plus or its operations and

strategic objectives. In addition, the independent directors of Augusta Capital have advised Asset Plus that, based on information known to them at this time, they do not

believe that a change of control of Augusta Capital that would result from the Takeover would affect the management of Asset Plus'assets by Augusta Fund Management

Limited or Augusta Capital’s holding in Asset Plus.

Augusta Capital has committed to participate in the Rights Offer by taking up $5 million of its entitlement under the Rights Offer, which is expected to reduce its

shareholding in Asset Plus to 11.2% following the Offer. This subscription is permitted under the BIA. Centuriais acting as a sub-underwriter in the Offer and intends to

participate in the Shortfall Bookbuild.

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OVERVIEW OF THE

MUNROE LANE

DEVELOPMENT

Artist impression of the Munroe Lane Development

0

3

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Assetplusnz.co.nz

Albany has been identified for its office sector growth potential and low

vacancy levels

Albany:

Vacancy (prime) 0.0%

3

CBD:

Vacancy (prime) 2.8%

3

•Albany has a significant strategic role as one of Auckland’s three key nodes outside of

the city centre. It will continue to evolve and develop over time as the key node for

the north of Auckland.

1

•Recent large infrastructure developments, including the extended busway, improve

links and access.

2

•Recent reports show no prime office space vacancy for the area.

3

1.Auckland Council “Auckland Plan 2050” (https://www.aucklandcouncil.govt.nz/plans-projects-policies-reports-bylaws/our-plans-strategies/auckland-plan/development-strategy/future-auckland/Pages/what-albany-look-like-future.aspx)

2.NZTA

3.Colliers, “Auckland Metropolitan Office Report 2H 2019”

15

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•6 levels plus 2 basement carparking level development in the heart of

Albany with 212 carparks.

•Large floor plates of ~3,000 m

2

each.

•~350m

2

of expected Café / Food & Beverage / Retail outlets on ground

level.

•Excellent daylighting due to three street frontages.

•63% pre-leased on a 15 year lease to Auckland Council. Target May-20

to commence marketing the balance of unleased space.

•The development has an ‘as if complete’ valuation by Jones Lang

LaSalle (JLL) of $137m(dated January 2020), representing a

development margin of 12% including land.

1

•It is intended that the Munroe Lane Development will be held as a long

term asset.

•An indicative timetable outlining key milestones, including the current

targeted completion date, for the Munroe Lane Development is shown

in Appendix 2.

Munroe Lane, Albany

Development Overview

Gross Floor Area26,500 m

2

Net Lettable Area15,100 m

2

Expected yield on cost5.8%

Indicative development cost$115m

Value on Completion (JLL)$137m

Return on cost (including land)12%

Munroe Lane –Indicative Metrics

1

16

1. See Appendix 1 for a description of key assumptions surrounding these Indicative Metrics including the valuer’s assumptions.

Asset Plus, Developments and Equity Raising | March 2020
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•Close proximity to both Albany Heights and Albany Lake Reserves.

•Ready access to State Highway 1.

•Minutes to the Albany Bus Station Park & Ride.

•Highly visible and accessible site.

•Extensive local amenities including: childcare, retail, food & beverage, leisure,

reserves and sport facilities.

Munroe Lane (cont’d)

Location and Amenity

17

Photos in boxes show expected new buildings

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Munroe Lane (cont’d)

Sustainability commitments

•Build to 5-star Greenstar and targeting 5-

star NABERSNZ ratings.

•Excellent daylight and external views.

•Effective solar gain control.

•Inter-connecting stairs promoting wellness.

•Integration of extensive end-of-trip facilities.

•Durable materials and low maintenance.

Level 6

Level 5

Level 4

Level 3

Level 2

18

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

PRO-FORMA IMPACT OF

THE MUNROE LANE

DEVELOPMENT

Artist impression of the Munroe Lane Development

0

4

Asset Plus, Developments and Equity Raising | March 2020
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Pro-forma portfolio metrics on completion of the Munroe Lane Development

The Munroe Lane Development is expected to significantly increase Asset Plus’scale and earnings

The table below shows indicative key portfolio metrics, and how these metrics are expected to change following the Offer and on completion of the Munroe Lane

Development, assuming no further acquisitions. Key assumptions for the Munroe Lane Development are set out in Appendix 1:

•“APL Today” reflects forecast portfolio metrics as at Mar-20

1

.

•“APL Post Offer” reflects indicative portfolio metrics immediately following the capital raise.

•“Post Munroe Lane Development” shows indicative pro forma metrics on completion of the Munroe Lane Development. The pro-forma financial information has not been subject to external

accountant review or audit.

20

1.Pro-forma financial information presented in this table has not been subject to external accountant

review or audit.

2.Draft valuations have been received and approved by the Board but are subject to finalisationby the

issuing valuer and audit on or after 31 March 2020. Further details will be included in Asset Plus’full

year results announcement for the year ended 31 March 2020.

3.Net Rental Income for APL Today and APL Post Offer is the annual net rental income from Eastgate,

Stoddard Rd, and Graham Street and will differ from Net Rental Income that is forecast to be shown

in Asset Plus’FY20 annual results due to the exclusion of rent from Heinz Watties(prior to sale in

December 2019) and inclusion of a full year of rent from Graham Street. Net Rental Income for

Munroe Lane is outlined on page 22.

4.The Management Expense Ratio (‘MER’calculated as total operating expenses for Asset Plus divided

by investment property) for APL Today and APL Post Offer includes due diligence costs for

transactions not completed, partly offset by an underwrite fee. But for these items, the MER would

have been 0.98%.

APL Today

2

APL Post Offer

2

Post Munroe Lane

Development

Value of Investment Properties ($m)160.7160.7290.2

Net Rental Income

3

($m)10.210.217.4

WALE (years)3.13.16.7

LVR30.2%n/a 26.9%

MER

4

1.55%1.55%0.86%

Portfolio Metrics

1

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Auckland

64%

Chch

36%

APL Today

(Mar-20)

Auckland

79%

Chch

21%

Post Munroe Lane

Development

Auckland

31%

Chch

43%

Hawke's

Bay

26%

Mar-19

Auckland

Office

39%

Retail

61%

APL Today

(Mar-20)

Auckland

Office

64%

Retail

36%

Post Munroe Lane

Development

Retail

74%

Industrial

26%

Mar-19

•Asset Plus’portfolio has undergone significant changes in the past year, following the sale of Heinz Wattiesand acquisition of Graham Street.

•Asset Plus no longer has an exposure to regional assets.

•Following completion of the Munroe Lane Development, Asset Plus’portfolio will be further aligned with the Auckland region and Auckland Office space sectors.

Re-aligning the portfolio

The Munroe Lane development will significantly increase Asset Plus’exposure to the Auckland region and Auckland Office rental sectors

21

1.See Appendix 1 for the key assumptions relating to the Munroe Lane Development. Percentages are calculated based on Net Rental Income for existing assets per draft 31 March 2020 valuations, and forecast Net Rental Income from the

Munroe Lane Development. Following the sale of Heinz Wattiesin December 2019, Asset Plus no longer has an exposure to the Hawke’s Bay region nor the Industrial sector.

Changes in Net Rental Income by Region

1

Changes in Net Rental Income by Sector

1

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Pro-forma balance sheet impact of the Munroe Lane Development

Asset Plus will have a conservative gearing ratio following the Munroe Lane Development with headroom for further growth

The table to the right shows the pro forma impacts of the Offer

and Munroe Lane Development on specific balance sheet

accounts:

•(A) “APL Today” represents the forecast Mar-20 balance sheet.

•(B) “Offer” shows the impact on cash and equity of the Offer (net of

transaction fees).

•(D) Shows the impact of the Munroe Lane Development, reflecting

estimated development costs of $115m and a development margin of

$14.5m. The increase in the value of investment property is the difference

between the current “as if complete” valuation of $137m by JLL and the

current carrying value for Munroe Lane of $7.5m.

•(E) An operating shortfall, representing dividends in excess of net

operating earnings during the development phase is estimated at $10.9m.

Refer to Section 9 for the key risks, and Appendix 1 for the key

assumptions, relating to the Munroe Lane Development. A

sensitivity of pro forma LVR to changes in key assumptions is

shown in Appendix 4.

Pro-forma Balance Sheet impact of the Munroe Lane Development

1

22

1.The information presented in this table is presented on a pro-forma basis for illustrative purposes and therefore may not accurately reflect the

impact of the Munroe Lane Development on Asset Plus. The pro-forma financial information has not been subject to external accountant

review or audit.

2.Based on draft valuations received and approved by the Board which are subject to finalisation by the issuing valuerand audit on or after 31

March 2020. Further details will be included in Asset Plus’full year results announcement for the year ended 31 March 2020.

3.Net Rental Income for APL Today and APL Post Offer is the annual net rental income from Eastgate, Stoddard Rd, and Graham Streetand will

differ from Net Rental Income that is forecast to be shown in Asset Plus’FY20 annual results due to the exclusion of rent from Heinz Watties

(prior to sale in December 2019) and inclusion of a full year of rent from Graham Street.

(A) APL

To day(B ) Offer

(C = A + B )

APL Po s t

Offer

(D) E s ti mated

Incremental Impact

o f the Munro e L ane

Dev el o pment

(E ) Operati ng

Sho rtfal l

(F = C + D +

E )

Pro fo rma

B al ance Sheet ($ m)

Value of Investment Property ($m)

2

160.7 - 160.7129.5 - 290.2

Other Assets0.9 - 0.9 - - 0.9

Working Capital1.1 - 1.1 - - 1.1

To tal As s ets (excl . Cas h)1 6 2 . 6 - 1 6 2 . 61 2 9 . 5 - 2 9 2 . 1

funded by:

Net Cash / (Net Debt)(48.5)96.548.0(115.0)(10.9)(78.0)

Other liabilities(3.1) - (3.1) - - (3.1)

E qui ty1 1 1 . 09 6 . 52 0 7 . 51 4 . 5(1 0 . 9 )2 1 1 . 1

Key Po rtfo l i o Metri cs

NLA (m

2

)44,65344,65315,11459,767

Net Rental Income ($m)

3

10.210.27.217.4

WALE (years)3.13.16.7

LVR30.2%n/a 26.9%

Impact o f the Munro e L ane

Dev el o pment and Offer

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

UPDATE ON

GRAHAM STREET

DEVELOPMENT

Artist impression of the preferred development option for Graham Street

0

5

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

•On 28 June 2019, Asset Plus purchased 35 Graham Street, Auckland for $58 million

from Auckland Council.

•The purchase was in line with Asset Plus’‘Yield plus Growth’ investment strategy,

providing the benefit of an existing large structure, with potential to upgrade and add

additional floors (subject to resource consent).

•Three development options were presented to shareholders in June 2019. A full

redevelopment continues to be Asset Plus'preferred development option with the

intention of holding this property as a long term investment.

•Work has progressed on the preferred development option, including the

appointment of an architect and initial discussions with potential anchor tenants.

Design concepts are shown in this pack. An indicative timetable outlining current

targeted key milestones, including the completion date, for the preferred

development option for Graham Street is shown in Appendix 2.

•A final decision on the development of Graham Street has yet to be made by the

Asset Plus Board. In the event that the Board chooses not to progress a

redevelopment at Graham Street, or to progress with alternative redevelopment

options, proceeds from the Offer may leave Asset Plus with balance sheet headroom

which Asset Plus intends to invest in new, as yet unidentified, opportunities.

35 Graham Street, Auckland CBD

Development update

Confirm design / remove BNZ logo /

better image... / consider comments on

RHS

24

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

25

Evolution of Asset Plus’preferred development option for Graham Street

The current design concept involves extending the building from its existing 3 levels to 6 levels, and basement working space

Gross Floor Area24,086 m

2

Net Lettable Area20,135 m

2

Expected yield on cost6.2%

Indicative development cost~$144m

Return on cost (including land)15%+

Gross Floor Area19,339 m

2

Net Lettable Area16,166 m

2

Expected yield on cost6.6%

Indicative development cost$90 –100m

Return on cost (including land)15%+

The preferred development option remains indicative only and

subject to change. Prior to any development:

•Asset Plus will need to be satisfied that the development

meets its financial targets (including yield on cost,

development margin, and IRR).

•The Board does not intend to undertake the preferred

development option for Graham Street until tenant commitments

for approximately 40% of the NLA have been secured.

•Funding commitments will need to be in place (including debt

funding, the sale of Eastgate and / or Stoddard Rd, and

potentially further equity funding).

•If required, shareholder approval will be sought.

The Offer proceeds will primarily be used to fund the Munroe Lane

Development and are not sufficient to fund the preferred development

option for Graham Street on their own.

Alternative redevelopment options presented to shareholders in June

2019 also still remain available (namely, an extensive refurbishment to

“Upper B Grade” office space, or a light refurbishment). No decision has

yet been taken by the Asset Plus Board as to what development option,

if any, will be undertaken. Updates will be provided in due course

alongside results announcements and at other times (such as when lease

commitments are entered into) in accordance with Asset Plus’

continuous disclosure obligations.

Indicative Metrics

1

Indicative Metrics

2

1. As presented to shareholders in June 2019.

2. Based on the latest design concepts for Graham Street. Indicative Metrics should be considered indicative only. Final floorareas, development cost, and rental

yields are likely to change. Refer to Appendix 1 for the key assumptions relating to the preferred development option for Graham Street.

Acquisition Concept, July 2019

Woods Bagot Scheme, February 2020

Artist impression of the preferred development option for Graham Street

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Preferred development option for Graham Street

Re-development highlights

•Targeting 5-star Greenstar and 5-star NABERSNZ rating.

•Re-use of existing structure will reduce development carbon footprint.

•Excellent daylighting and external views.

•Intend to develop inter-connecting atrium stairs promoting wellness.

•Extensive end-of-trip facilities.

•Intending to use durable materials with a low maintenance requirement.

26

•Property at the crossroads of Auckland’s desirable Victoria, Viaduct and

Wynyard Quarters.

•Surrounded by some of New Zealand’s largest corporate occupiers and

significant local amenity, as well as excellent transport links.

•Extensive floor plates, almost unavailable elsewhere in the

Auckland CBD, of ~3,000 m

2

to ~3,500 m

2

each.

•Expansive views across the Waitematāharbour, coupled with excellent

daylighting and no adjoining buildings.

•A public walkway (currently under construction) provides Graham

Street with a connection to Fanshawe St and the waterfront.

Features and Amenity

Sustainability Commitments

Asset Plus, Developments and Equity Raising | March 2020
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PRO-FORMA IMPACT

OF THE DEVELOPMENTS

Artist impression of the preferred development option for Graham Street

0

6

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Pro-forma portfolio metrics on completion of the Munroe Lane Development

and the preferred development option for Graham Street (the Developments)

Completion of the preferred development option for Graham Street, together with the sale of Eastgate and completion of the Munroe Lane Development,

would further increase the scale and earnings of Asset Plus’portfolio as well as the exposure to the Auckland region and Auckland Office rental sectors

The table to the right shows indicative pro-forma portfolio metrics assuming

the preferred development option for Graham Street is completed (in

accordance with current design estimates) in addition to completion of the

Munroe Lane Development, with funding provided partly by the sale of

Eastgate at valuation and additional debt, and no further acquisitions.

The key assumptions for the preferred development option for Graham Street

are provided in Appendix 1. The following points are also relevant:

•Post Munroe Lane Development shows indicative pro forma metrics following completion

of the Munroe Lane Development as previously shown on page 20.

•Post Developments & Sale of Eastgate shows indicative pro-forma metrics following

completion of the Developments and the sale of Eastgate. In this case, Asset Plus’

portfolio’s exposure to:

•the Auckland region, further increases to 100%.

•the Auckland Office sector, further increases to 88%.

28

1.Pro-forma financial information presented in this table has not been subject to external accountant review or audit.

2.Draft valuations have been received and approved by the Board but are subject to finalisationby the issuing valuer and audit

on or after 31 March 2020. Further details will be included in Asset Plus’full year results announcement for the year ended 31

March 2020.

3.Metrics are for illustrative purposes only (including because the preferred development option for Graham Street is at an

indicative stage only) and assume (a) the sale of Eastgate at valuation, (b) Stoddard Rd metrics consistent with current metrics

for that property, (c) that the Developments are fully let on completion, and (d) no new shares are issued following the Offer.

See Appendix 1 for a full list of all key assumptions affecting the pro-forma portfolio metrics. Values and ratios will be

different if those assumptions are not correct.

APL Today

2

Post Munroe Lane

Development

Post Developments

& Sale of Eastgate

3

Value of Investment Properties ($m)160.7290.2419.1

Net Rental Income


($m)10.217.422.4

WALE (years)3.16.79.9

LVR30.2%26.9%43.6%

MER1.55%0.86%0.75%

NTA / Share$0.686$0.584$0.650

Portfolio Metrics

1

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

0%

10%

20%

30%

40%

50%

60%

APL

Today

APL Post

Equity

Raise

Sep-20

Mar-21

Sep-21

Mar-22

Sep-22

Mar-23

Sep-23

LVR

Debt Funding Only

Debt Funding + Sale of Eastgate

Debt Funding + Sale of Stoddard Rd

Debt Funding + Sale of both assets

Funding options and LVR implications of the Developments

Asset Plus'preferred development option for Graham Street currently contemplates an estimated

further investment of ~$144m. Asset Plus'pro forma LVR through time, where both

Developments are progressed, is shown to the left. The following items should also be taken into

account:

•The preferred development option for Graham Street is indicative only and subject to the contingencies

outlined on page 25. Accordingly, the final development cost for Graham Street may change.

•The Board currently intends to maintain the dividend during the development phase of the

Developments (see page 33).

•Asset Plus will require new debt facilities to complete both Developments as total borrowing would

exceed the current facility limits. If the Developments are entirely debt funded, LVR would increase

from 30.2% today to 49.8% on completion.

•The LVR on completion, should Asset Plus entirely debt fund the Developments, is above target long-run

LVR. Accordingly, Asset Plus expects to sell Eastgate and / or Stoddard Rd to partially fund the

preferred development option for Graham Street should that option be progressed. The resulting LVR in

these scenarios would be between 37.2% and 44.9% on completion of the Developments.

•Asset Plus may need to raise additional equity to progress the preferred development option for Graham

Street if bank debt is not available on acceptable terms, or if it is unable to achieve acceptable outcomes

from the sale of Eastgate and / or Stoddard Rd.

Refer to Section 9 for the key risks, and Appendix 1 for the key assumptions, relating to the

Developments. A sensitivity of pro forma LVR on completion of the Develomentsto changes in

key assumptions is shown in Appendix 4.

Properties are assumed to be sold for net proceeds consistent with their indicative FY20 valuation in

approximately three years’ time.

29

The capital raise is

expected to put Asset

Plus in a net cash

position through Sep-21

Assumes no further

acquisitions

Development Funding Options and Resulting Pro Forma LVR on completion of

the Developments (assuming a combined estimated development cost of $259m)

49.8%

44.9%

43.6%

37.2%

LVR

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Pro-forma balance sheet impact of the Developments

The table to the right shows the pro-forma balance sheet impacts of the

Developments, including the assumed sale of Eastgate and additional

operating shortfalls during the development period:

•(F) Reflects the ‘Post Munroe Lane Development’ pro-forma position as shown in

Column F of page 22.

•(G) Shows the impact of the preferred development option for Graham Street,

reflecting development costs of $144m

1

and a development margin of $37m (including

land). The increase in the value of investment property is the difference between the

Manager’s internal “as if complete” valuation of $240m and the current carrying value

for Graham Street of $58.5m.

•(I) A further operating shortfall, representing dividends in excess of net operating

earnings during the development phase is estimated at $12.6m.

Refer to Section 9 for the key risks, and Appendix 1 for the key

assumptions, relating to the Developments. A sensitivity of pro forma LVR

to changes in key assumptions is shown in Appendix 4.

Pro-forma Balance Sheet impact of the Developments

1

30

1.The information presented in this table is presented on a pro-forma basis for illustrative purposes and therefore may not

accurately reflect the impact of the Developments on Asset Plus. The pro-forma financial information has not been

subject to external accountant review or audit. A decision has yet to be made on the redevelopment of Graham Street.

(F) Pro fo rma

(G) Impact o f

Graham St

Dev el o pment

(H) Sal e o f

E as tg ate

(I) Operati ng

Sho rtfal l(J) Pro fo rma

B al ance Sheet ($ m)

Value of Investment Property ($m)290.2181.1(52.2) - 419.1

Other Assets0.9 - - - 0.9

Working Capital1.1 - - - 1.1

To tal As s ets (excl . Cas h)2 9 2 . 11 8 1 . 1(5 2 . 2 ) - 4 2 1 . 0

funded by:

Net Cash / (Net Debt)(78.0)(144.3)52.2(12.6)(182.7)

Other liabilities(3.1) - - - (3.1)

E qui ty2 1 1 . 13 6 . 7 - (1 2 . 6 )2 3 5 . 2

Shares Outstanding361.9361.9

NTA / share$0.584$0.650

Key Po rtfo l i o Metri cs

NLA (m2)59,76710,614(26,720)43,661

Net Rental Income ($m)17.48.6(3.7)22.4

WALE (years)6.79.9

LVR26.9%43.6%

Impact o f Graham Street

Dev el o pment Sal e o f E as tg ate

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Increase the scale of the portfolio

Reduce the share price to NTA gap

Set a strong platform for sustainable growth

moving forward

Provide an appropriate yield reflective of the

value-add, and total return approach adopted

Delivering on the strategic objectives

01

02

03

04

The Developments, based on the assumptions set out in Appendix 1, would deliver on Asset Plus'strategic objectives:

31

The Developments are expected to increase the value of Asset Plus’

investment properties by ~$258m, reducing Asset Plus'Management

Expense Ratio due to increased scale.

The Developments are expected to reduce the gap by (i) enhancing the

quality of the Asset Plus portfolio, (ii) executing on the ‘yield plus growth’

strategy, and (iii) increasing market capitalisation and liquidity.

The Offer, and delivery of the Developments, is expected to enhance

Asset Plus'portfolio and provide capital options for future investment

opportunities.

The Developments are expected to provide attractive risk-adjusted

returns particularly having regard to the high quality tenant and

extended lease term secured to date in respect of Munroe Lane.

ObjectiveDelivering on the Objectives

Asset Plus, Developments and Equity Raising | March 2020
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DIVIDENDS

Artist impression of the Munroe Lane Development

0

7

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Dividends

Asset Plus intends to continue to maintain the dividend during the development period

Asset Plus’current dividend policy is to distribute between 90% and 100% of Distributable Profit

1

to shareholders each financial year.

Asset Plus’dividend is currently 3.6 cents per share paid in four equal quarterly instalments.

The Board of Asset Plus currently intends to maintain the dividend during the development period for the Munroe Lane Developmentand preferred development

option for Graham Streetshould it be pursued. This will mean that:

•During the development phase for the Munroe Lane Development, Asset Plus expects to be in an operating shortfall (see column E of the table on page 22) where dividends exceed net operating

earnings.

•This shortfall is expected to increase if the preferred development option for Graham Street is pursued.

•In both cases, during the development period, dividends will be partly funded by proceeds of the Offer or debt capacity from existing (or new) debt facilities.

Dividends remain subject to quarterly review and are payable at the discretion of the Board, who will take into account all relevant factors when making decisions on

dividend payments. Dividends are not guaranteed. Refer to Section 9 for the key risks to Asset Plus'dividends during the period of the Developments.

The Asset Plus Board will consider the introduction of a dividend reinvestment plan.

33

1.Distributable Profit is a non-GAAP measure and defined as the net profit / (loss) before income tax adjusted for non-cash items and / or non-recurring items and current tax.

Asset Plus, Developments and Equity Raising | March 2020
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OFFER OVERVIEW

Artist impression of the preferred development option for Graham Street

0

8

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Offer summary

Raising approximately $100 million through a 1.235 for 1 rights offer

Offer components▪Asset Plus is seeking to raise approximately $100 million in new equity via a fully underwritten, 1.235 for 1 Rights Offer

1

▪Rights Offer open to all eligible shareholders with a registered address in New Zealand, Australia, New Caledonia, Hong Kong

and Singapore, with each eligible shareholder entitled to 1.235 New Shares for every 1 existing share held on the Record Date

Issue price▪New Shares to be offered under the Rights Offer at a fixed price of $0.50 per share representing a discount of:

–6.7% to the Theoretical Ex-Rights Adjusted Price

2

of $0.536 per share

–13.7% to the 5-day volume weighted average price (ex-dividend) of $0.579 per share

Ranking▪Each New Share will rank equally with existing shares on issue and will be entitled to the next dividend payable in June 2020

Augusta Capital commitment▪Augusta Capital has committed to participate in the Rights Offer with the intention of taking up $5 million of its entitlement

under the Rights Offer. Augusta Capital will not participate in the Shortfall Bookbuild. Augusta Capital’s shareholding in Asset

Plus on completion of the Offer is expected to be 11.2%

Use of proceeds▪The proceeds will initially be applied to repay existing bank debt and Asset Plus is expected to be in a Net Cash position

immediately following the Offer. The proceeds will ultimately be used to fund development opportunities

Underwriting ▪The Rights Offer is fully underwritten

1

▪Jarden Partners Limited is acting as Sole Lead Manager and Underwriter

1.The underwrite excludes Augusta Capital’s commitment to subscribe for $5 million in the Rights Offer.

2.The Theoretical Ex-Rights Adjusted Price is the price at which shares in Asset Plus are theoretically expected to trade immediately following the Offer.

35

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Indicative Timetable

Further details regarding the Offer can be found at www.assetplusoffer.co.nz

Key datesDate

Rights Offer

Record Date –5pm New Zealand timeWednesday, 18

th

March 2020

Expected sending of the Rights Offer document and application formThursday, 19

th

March 2020

Rights Offer opensThursday, 19

th

March 2020

Rights Offer closesWednesday, 1

st

April 2020

Shortfall BookbuildFriday, 3

rd

April 2020

Offer settlementWednesday, 8

th

April 2020

Allotment and trading of New Shares issued under the OfferWednesday, 8

th

April 2020

Shareholder Meeting

Despatch of notice of meetingFriday, 13

th

March 2020

Shareholder meeting 1.30 pm, Tuesday 31

st

March 2020

36

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

KEY RISKS

0

9

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Assetplusnz.co.nz

Key risks relating to the Developments

38

Key Risks relating to the Developments

This section sets out the key risks that Asset Plus and the Manager have identified relating to the Munroe Lane Development and the preferred development option for Graham Street that may affect the financial performance

or position or operations of Asset Plus. No guarantee or assurance is given that other risks will not emerge over time.

This section does not (and does not purport to) set out the risks related to an investment in Asset Plus shares or in relation to Asset Plus, its business or general market or industry risks.

You should make your own assessment of the key risks below relating to the Developments, and any other risks associated with an investment in Asset Plus shares, Asset Plus and its business, before:

(a)deciding how to vote at the upcoming special meeting; and

(b)deciding whether to invest in Asset Plus shares. You should also consider whether such an investment is suitable in light ofyour individual risk profile, investment objectives and personal circumstances (including financial

and taxation issues) and you are encouraged to consult with a financial or other professional adviser.

Key RiskOverview of Key RiskMitigation Strategy

Risks relating to the Munroe Lane Development

Conditional on

shareholder approval

•If the shareholder resolutions to approve the Munroe Lane Development and the Offer are not

passed, or otherwise do not become effective, Asset Plus will need to cancel the Agreement to

Develop and Lease and the Munroe Lane Development will not proceed. In that case, Asset Plus will

have incurred material costs and expenses associated with the project which it will not be able to

recover.

•Augusta Capital has indicated that it intends to vote its 18.85% shareholding in Asset Plus in

favourof the resolutions.

•The resolution to approve the issue of shares under the Offer and the resolution to approve

the Munroe Lane Development are inter-conditional. This means that the Munroe Lane

Development cannot proceed unless the Offer is approved (and vice-versa).

•In this case, Asset Plus could seek Auckland Council's agreement to extend the date for

satisfaction of the funding condition in the Agreement to Develop and Lease (which would

be at Auckland Council's discretion). That would likely only occur if Asset Plus considered

that a revised funding plan were viable (including shareholders’ support for such a plan).

Conditional on

resource consent

•The Agreement to Develop and Lease requires Asset Plus to obtain all resource consents necessary

for the Munroe Lane Development by 30 June 2020. If the necessary resource consents are not

obtained (or are obtained on conditions that are not approved by Asset Plus and / or Auckland

Council), either party may cancel the Agreement to Develop and Lease. In this case, the Munroe Lane

Development will not proceed and Asset Plus will have incurred material costs and expenses

associated with the project which it will not be able to recover.

•If the Agreement to Develop and Lease is cancelled due to the failure to obtain the necessary

resource consents (on conditions approved by both parties), that cancellation will occur after the

proceeds of the Offer (which are intended to be used to fund the Munroe Lane Development), will

have been received by Asset Plus. In that case, Asset Plus would seek to utilisethe proceeds of the

Offer for other investment opportunities that meet its strategic objectives. It cannot be predicted

when or if any alternative investment opportunities would arise. Until such time as proceeds from the

Offer could be used to fund alternative investment opportunities, Asset Plus will likely hold cash on

its balance sheet which is unlikely to produce the returns for investors that Asset Plus is targeting.

•The Manager has experience in obtaining resource consents of the nature required for the

Munroe Lane Development.

•The Manager has already engaged with Auckland Council prior to lodging the resource

consent application for the Munroe Lane Development. No major impediments were

identified at this pre-application meeting.

•The Manager has an asset and development management team experienced in sourcing

opportunities. As such, if Asset Plus had capital available for investment, the Manager

expects that it would have a number of alternative investment opportunities available to

deploy this capital efficiently.

Asset Plus, Developments and Equity Raising | March 2020
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Key risks relating to the Developments (continued)

39

Key RiskOverview of Key RiskMitigation Strategy

Conditional on

resource consent

(continued)

•Resource consent may be granted on conditions that are not favourableto Asset Plus and which

could affect Asset Plus’returns on the Munroe Lane Development. For example, unexpected terms

to the resource consent conditions could result in Asset Plus being required to incur additional

development expenditure that it cannot recover under the Agreement to Develop and Lease.

•Asset Plus is entitled to terminate the Agreement Develop and Lease if the relevant

conditions were not contemplated, are non-standard and are likely to have a material

adverse effect on end value of the property and / or ability to meet the Target Completion

Date and / or comply with certain requirements of the Agreement to Develop and Lease.

•Asset Plus and Auckland Council would also be obliged to use reasonable endeavours to

obtain a variation of the relevant condition.

Delay to completion•Under the Agreement to Develop and Lease, subject to certain exceptions, Asset Plus will be

required to pay liquidated damages to Auckland Council if the Munroe Lane Development is not

completed by 16 December 2022 (subject to any permitted extensions). Any delay to the

anticipated completion date may result in liquidated damages arising and, if this delay is prolonged,

the amount of liquidated damages payable by Asset Plus could be material. Delay could arise for a

number of reasons, including contractors not being able to obtain labouror supplies due to any

“force majeure” type events.

•If the Munroe Lane Development is not completed by 15 June 2024 (subject to any permitted

extensions), Auckland Council has the right to cancel the Agreement to Develop and Lease and seek

damages from Asset Plus for non-completion of the Munroe Lane Development.

•The Manager has experience in managing the design and build of properties similar to the

Munroe Lane Development, and considers the target completion date for this project of 16

December 2022 is reasonable.

•Liquidated damages are not payable in a number of circumstances outside Asset Plus'

control. For instance, they are not payable if the delay is caused by a delay in the resource

consent being granted (provided Asset Plus has taken all reasonable steps to obtain the

consent).

•Asset Plus will seek to enter into a construction contract with a contractor that requires the

Munroe Lane Development to be completed by 16 December 2022 and will endeavourto

include terms that have the contractor pay or contribute to any liquidated damages that

Asset Plus is liable for as a result of build delay. However, Asset Plus may not be able to

pass on to the contractor all costs and liability that it incurs to Auckland Council.

Construction risk•Asset Plus does not expect to enter into a construction contract for the Munroe Lane Development

until around December 2020. The Agreement to Develop and Lease contains a shortlist of three

preferred construction contractors and provides for Auckland Council oversight in relation to the

appointment of the contractor and the terms of the construction contract. This oversight may mean

that the construction contract contains terms that Asset Plus would not otherwise agree to, or which

could reduce the profitability of the development for Asset Plus.

•There are also general construction risks relating to the Munroe Lane Development which are

outside of Asset Plus'control, such as the risk of delay, termination, delayed income returns,

damages claims, contractor error and/or cost overruns.

•Asset Plus also bears the potential risk of failure of the construction contractor during the period of

the Developments.

•The Manager has experience in contracting with construction companies. As such it is

confident that it will be able to secure a construction contract with one of the preferred

construction companies on reasonable terms which do not materially adversely impact Asset

Plus'business case for the development (and that Auckland Council’s input will not change

that position).

•The three preferred contractors are all entities with construction experience in Auckland.

•Asset Plus will undertake an early contractor involvement process with the selected

construction contractor.

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Key risks relating to the Developments (continued)

40

Key RiskOverview of Key RiskMitigation Strategy

Risks relating to the preferred development option for Graham Street

Further funding and /

or disposals

•If Asset Plus pursues the preferred development option for Graham Street, it will need to obtain

additional funding of approximately $144 million. Asset Plus'capacity to secure funding would be

impacted if the forecast valuations of its portfolio are not maintained during the period of the

Developments.

•This additional funding could be obtained from one or more of the following sources:

oadditional bank funding;

odisposals of Eastgate and / or Stoddard Rd; and / or

ofurther equity or alternative capital markets funding.

•There is no guarantee that Asset Plus will be able to:

oobtain sufficient bank funding, including on satisfactory terms, due to changes in the current low

interest rate environment;

odispose of Eastgate and / or Stoddard Rd at a price that is acceptable to Asset Plus; and / or

oraise additional capital through the equity and / or debt capital markets.

•If Asset Plus cannot secure the additional funding to complete the preferred development option for

Graham Street, then that development is unlikely to be able to be pursued by Asset Plus. In that

case, Asset Plus may develop Graham Street to the extent permitted by available funding, until

funding becomes available.

•If Asset Plus cannot secure the additional funding required to complete the preferred development

option for Graham Street, the Munroe Lane Development will still proceed (subject to satisfaction of

the conditions in the Agreement to Develop and Lease).

•Based on current market conditions and external debt and capital markets advice it has

received, Asset Plus considers that it has reasonable prospects of obtaining the additional

necessary funding to pursue the preferred development option in respect of Graham Street.

•Asset Plus is not committed to proceeding with the preferred development option. As

described on page 25, there are other options available to Asset Plus in respect of Graham

Street. In the event that Asset Plus does not proceed with a development of Graham Street,

Asset Plus would look to invest in other assets.

No new investments•If Asset Plus pursues the preferred development option for Graham Street, it would be unable to

carry out any other investment opportunities until the preferred development option for Graham

Street and the Munroe Lane Development were completed, unless it raised further capital through

one or more further capital raisings.

•Asset Plus is not committed to proceeding with the preferred development option. As

described on page 25, there are other options available to Asset Plus in respect of Graham

Street.

Construction Risk•If Asset Plus proceeds with the preferred development option for Graham Street, it does not expect

to enter into a construction contract for that development until around June 2021. The construction

contract may contain terms that reduce the profitability of the development for Asset Plus.

•There will also be general construction risks relating to the preferred development option for

Graham Street which are outside of Asset Plus'control, such as the risk of delay, contractor error

and/or cost overruns.

•Asset Plus also bears the potential risk of failure of the construction contractor during the period of

the preferred development option for Graham Street.

•The Manager has experience in contracting with construction companies. As such it is

confident that it will be able to secure a construction contract with a construction

contractor on reasonable terms which do not materially adversely impact Asset Plus'

business case for the development.

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Key risks relating to the Developments (continued)

41

Key RiskOverview of Key RiskMitigation Strategy

Project at indicative

stage only

•The preferred development option for Graham Street, the estimated outcomes of which are included

in the pro-forma metrics and balance sheets in this presentation, is at an indicative stage only. In

that regard, there is a clear distinction between the Munroe Lane Development and the preferred

development option for Graham Street. This means that the outcomes, including estimates for costs

and “as if complete” valuations, for this project have a material degree of uncertainty associated with

them at this time. Those uncertainties mean outcomes from the preferred development option for

Graham Street could be materially different from those presented.

•Due diligence has been undertaken on the preferred development option for Graham Street,

including cost estimates with contingency provisions from an experienced quantity

surveying firm, and rent estimates from experienced corporate leasing agents.

•Fixed price construction contracts with liquidated damages provisions in favour of Asset

Plus will be sought.

•The Board does not intend to undertake the preferred development option for Graham

Street until tenant commitments for approximately 40% of the NLA have been secured.

“As if complete”

valuation is internal

•The “as if complete” valuation for the preferred development option for Graham Street is an internal

valuation prepared by the Manager. This is because that project is not yet approved by the Board

and is indicative only at this point. If that project is approved by the Board, an external “as if

complete” valuation will be completed. That valuation could differ materially from the current

internal valuation, which could materially affect value outcomes for shareholders.

•Due diligence has been undertaken on the preferred development option for Graham Street,

including cost estimates with contingency provisions from an experienced quantity

surveying firm, and a rent estimate from an experienced corporate leasing agent.

•A fixed price construction contract with liquidated damages provisions in favour of Asset

Plus will be sought.

•Asset Plus would not be required to commence any development if the outcomes from an

external “as if complete” valuation resulted in materially lower economic outcomes for

shareholders.

Asset Plus, Developments and Equity Raising | March 2020
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Key risks relating to the Developments (continued)

42

Key RiskOverview of Key RiskMitigation Strategy

Risks relating to both the Munroe Lane Development and preferred development option for Graham Street

Impact on dividends•Asset Plus'ability to maintain dividends at current levels, i.e., 3.6 cents per share per annum, may be

negatively impacted during the period of the Developments (when its cash and debt resources are

being deployed to fund the Developments), including if the costs of the Developments are higher

than those forecast. In addition, if Asset Plus does maintain dividends at current levels during the

period the Developments are being undertaken, those dividends will be partly funded from proceeds

of the Offer or debt capacity from existing (or new) debt facilities, meaning an increase in Asset Plus'

LVR during that period.

•Asset Plus’ability to pay dividends at current levels during the period of the Developments, and, if it

does pay such dividends, its LVR, will be further negatively impacted if Asset Plus pursues the

preferred development option for Graham Street, and any necessary sale of Eastgate and / or

Stoddard Rd is delayed.

•Dividends are payable at the discretion of the Board, who will take all relevant factors into account

when making decisions on dividend payments. Dividends are not guaranteed.

•Due diligence has been undertaken on the Developments including cost estimates with

contingency provisions from experienced quantity surveying firms. Fixed price construction

contracts with liquidated damages provisions in favourof Asset Plus will be sought.

Leasing•Asset Plus may not be able to secure leasing commitments for Graham Street or for the un-let space

for Munroe Lane, or the terms on which those tenants are secured may not be consistent with those

forecast. These circumstances would reduce Asset Plus'returns on investments on the

Developments, which would in turn reduce investors’ returns.

•Reduced rent, or other incentives, may be required to let any residual space, which would affect

project returns, yields and margins.

•In respect of Graham Street, Asset Plus has engaged a leasing agent to commence pre-

leasing marketing. The Board does not intend to undertake the preferred development

option for Graham Street until tenant commitments for approximately 40% of the NLA have

been secured.

•The Munroe Lane Development has strong tenant pre-commitment covering 63% of the

NLA on an extended lease term.

Development costs

overrun

•Development costs may be higher than those forecast.•Due diligence has been undertaken on the Developments including cost estimates with

contingency provisions from experienced quantity surveying firms. Fixed price construction

contracts with liquidated damages provisions in favourof Asset Plus will be sought.

Macro-economic

conditions

•There could be an adverse change to macro-economic conditions that impact:

oupon Asset Plus'ability to complete or lease the Developments;

othe future valuation of the Developments; or

ofinancing costs.

•Asset Plus is raising sufficient capital well in advance of its requirements and will have

strong capital runway to complete the Munroe Lane Development.

•Appropriate interest rate hedges will also be sought to limit exposure to changes in

financing costs.

•The preferred development option for Graham Street could be materially scaled back or

delayed in response to market conditions.

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Key risks relating to the Offer

43

Key RiskOverview of Key RiskMitigation Strategy

Risks relating to the Offer

Indicative property

valuations and

forecast financial

metrics

•The indicative property valuations and forecast financial metrics set out in this presentation are

presented as being the expected property valuations for existing properties in their current state and

financial metrics as at 31 March 2020. The final property valuations and financial metrics as at 31

March 2020 released by Asset Plus as part of its annual results announcement in May 2020 may

differ from the property valuations and financial metrics set out in this presentation, which would in

turn result in Net Profit After Tax being different from that shown in this presentation.

•Independent valuers have prepared the indicative property valuations.

•Asset Plus considers the factors affecting the values of the properties are relatively stable

and any anticipated changes that may be material to value have been advised to the valuers

and taken into account.

•The Manager, the Board and Asset Plus'auditors have reviewed the indicative property

valuations and the forecast financial metrics.

Overseas Investment

Act restrictions

•If Asset Plus is currently an "overseas person" under the Overseas Investment Act 2005, or becomes

one as a consequence of the Offer or the Takeover of Augusta Capital by Centuria, it will be unable

to pursue acquisitions of "sensitive land" or "significant business assets" (each as defined in the

Overseas Investment Act 2005 (which do not include Graham Street or the Munroe Lane Property))

without first obtaining approval of the Overseas Investment Office.

•Asset Plus understands that regulatory changes are proposed which may exempt Asset Plus

from being an "overseas person" under the Overseas Investment Act, if that Act otherwise

would have applied to Asset Plus.

COVID-19 risk•The potential impact of COVID-19 (also known as Coronavirus) on Asset Plus’business and

prospects and the price at which its shares are traded cannot be quantified or predicted at this time.

However, the virus could have a material adverse effect on those matters including through causing

delays or disruption to the Developments (including because of the supply chain for construction

materials being affected). The extent of any adverse impact on Asset Plus’business, prospects or

share price will depend on the duration and extent of the impacts from the virus. COVID-19 would

not constitute a force majeure event under the Agreement to Develop and Lease.

•Construction of the Developments is not expected to commence until 2021 (see Appendix 2

of this presentation). Asset Plus will continue to monitor any impact of COVID-19 on the

Developments and/or the supply chain for construction materials.

General Risk

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APPENDICES

1

0

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45

Appendix 1Key assumptions for the Developments

Appendix 2Indicative development timetable

Appendix 3Key terms of the Agreement to Develop and Lease, Agreement to Lease, and Construction Contract for the Munroe Lane Development

Appendix 4Funding Capacity & sensitivity to key assumptions

Appendix 5Related party fees for the Munroe Lane Development and transaction costs associated with the Offer

Appendix 6Reconciliation of forecast net profit after tax to AFFO

Appendix 7Asset Plus Overview

Appendix 8Augusta Overview

Appendix 9Conflicts Policy

Appendix 10Asset Plus Limited –International Offer Restrictions

Table of Appendices

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Appendix 1: Key assumptions for the Developments

•Total development costs of $115m (per QS build cost estimates

and contingencies, other externally provided estimates, quotes

and fees as estimated by the Manager).

•The Munroe Lane Development will have a value on completion

of $137m, based on a January 2020 JLL valuation. The key value

assumptions adopted by JLL (some of which are also relevant for

pro-forma financials in this presentation) include:

oUn-let space and naming rights are leased prior to

completion of the development on terms consistent with

those forecast, including a weighted average lease to expiry

of 6 years.

oThe final building has an NLA of ~15,100 m

2

.

oThe resource consent which has been lodged is approved

and complied with, the building is constructed to a high

standard of workmanship, and a Code Compliance

Certificate is issued.

oA deed of lease is entered into with Auckland Council on

terms consistent with the Agreement to Lease.

oNet Rental Income of $7.2m.

oA capitalisation rate of 5.125%.

•No delays, force majeure events, or significant tenant variations

that result in a delay of completion beyond the target completion

date of Dec-22.

•Shareholder approval, if required, is obtained.

•Total development costs of $144m (per QS build cost estimates,

and other fees as estimated by the Manager).

•The preferred development option for Graham Street will have a

fully leased value on completion of $240m, being an ~18%

development margin (including land).

1

Key value assumptions

(some of which are also relevant for pro-forma financials in this

presentation include):

oThe building is fully-let on completion, with a weighted

average lease to expiry of 10 years.

oSpace is let at rents reflecting market rents for premium-

grade office-space for new-building developments in the

Auckland CBD.

oThe final building has an NLA of ~20,135 m2.

oA capitalisation rate of 5.25%.

•No delays to the indicative development timetable, force majeure

events, or significant tenant variations that result in a delay of

completion beyond the targeted completion date of Sep-23.

1.Asset Plus does not have an independent valuation for the preferred

development option for Graham Street as this project remains in its

indicative stages. This value is an internal best estimate valuation by

the Manager.

•Final FY20 financial performance and portfolio metrics

are consistent with forecast.

•Final valuations reflect current drafts.

•Where required, additional banking facilities can be

secured to fund or part-fund the developments on terms

that are consistent with Asset Plus'current debt

facilities.

•No adverse changes to economic conditions.

•Eastgateis sold to part-fund the preferred development

option for Graham Street in approximately three years’

time for net sale proceeds that are consistent with its

current valuation.

•All shares continue to attract dividends of 3.6 cents per

share through the development period.

46

Munroe Lane Development Graham Street (Preferred Option)

Other Assumptions / Qualifications

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Assetplusnz.co.nz

Appendix 2: Indicative development timetable

47

Dec-19Mar-20Jun-20Sep -20Dec-20Mar-21Jun-21Sep -21Dec-21Mar-22Jun-22Sep -22Dec-22Mar-23Jun-23Sep -23

Munro e Lane

Land acquired

ADL with Auckland Council Signed

ADL unconditional

Resource Consent

Design and Building Consent

Construction tender

Construction works

Completion

Graham Street ( Ind icative p ro gram b ased o n A sset Plus' p referred d evelo p ment o p tio n)

Auckland Council lease expiry

Resource Consent

Shareholder Vote (if required)

Design and Building Consent

Construction tender

Construction works

Completion

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Assetplusnz.co.nz

Appendix 3: Key terms of the Agreement to Develop and Lease, Agreement

to Lease, and Construction Contract for the Munroe Lane Development

Key Terms of the Development Agreement

Key Development Obligations▪Build to agreed building performance specifications. In most cases these specifications align with typical A-Grade office building specifications.

▪Achieve 5-star design and built Greenstar rating.

▪Use reasonable endeavoursto achieve 5-star NABERSNZ rating.

▪Deliver in accordance with the agreed milestone schedule to deliver practical completion by December 2022.

▪Construct within pre-agreed tolerances of the target NLA.

▪Integrate TeArangadesign principles into the development.

Target Lease Commencement Date (Target

Completion Date)

▪16 December 2022

Sunset Date▪18 Months from the Target Completion Date, as extended by tenant variations or delays.

Liquidated damages▪$12,883 + GST for every day of delay beyond the Target Completion Date (save for tenant delay and certain force majeure events).

Key lease terms

Term & Rights of Renewal▪Initial term of 15 years from Lease Commencement Date

▪2 rights of renewal for a further 6 years each

Rent▪$4,702,525 p.a. excluding GST and outgoings, subject to final measure and options selected.

▪Auckland Council has an option to take a lease over the entire building excluding ground floor retail.

Rent review▪2.75% p.a. from the third anniversary of the Lease Commencement Date (but no fixed increases during any renewal term)

▪Market review on the 10

th

anniversary of the Lease Commencement Date, on each renewal date and on the 3

rd

anniversary of each renewal date (subject to a cap and

collar).

Seismic Warranty▪The Munroe Lane Development is required to be constructed to 100% of New Building Standard, and maintained at a minimum of 67% of New Building Standard

following any earthquake (measuring MM6.5 or greater) in Auckland or any future code changes.

Required terms of the Construction Contract (as specified in the Agreement to Develop and Lease with Auckland Council. Note that no Construction Contract has been entered into at this stage)

Liquidated damages▪Liquidated damages for failure to complete by the Target Completion Date (save for tenant delays and certain force majeure events).

Defects liability▪12 month defects liability period.

Tenant hard-fitout option▪Provision of a subdivisionalhard-fitoutoption for the tenant

Form of Contract▪NZS 3910

Tenant Approval▪The construction contract is to be approved by the tenant (Auckland Council)

48

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Appendix 4: Funding capacity & sensitivity to key assumptions

The chart to the right shows Asset Plus'funding headroom

and the impact of the equity raise, development projects, and

sale of Eastgate assuming a target LVR ratio of 44%. We note

that Asset Plus'LVR covenant is currently for LVR to be

below 50%. Asset Plus targets a long-run LVR of between

35% and 40%.

The table on the bottom right shows the sensitivity of the

post-development LVR to changes in certain assumptions,

being:

•The sale of Eastgate in approximately 3 years time (unless otherwise

stated).

•Development costs as outlined on Appendix 1 (unless otherwise

stated).

•Valuations on completion as outlined on Appendix 1 (unless otherwise

stated).

49

The impact on LVR based on changes in certain assumptions

Pro Forma (post capital

raise and Munroe Lane

Development)

(column F on page 22)

Pro Forma (per the ‘Post-

Development’ column in

the above chart, column J

on page 30)

LVR as forecast and following the transactions listed above26.9%43.6%

Sale of Stoddard Rd

1

rather than Eastgate to part fund the preferred development option for Graham Street26.9%44.9%

Sale of both Eastgate and Stoddard Rd

1

to part fund the preferred development option for Graham Street26.9%37.2%

Debt is used entirely to fund the preferred development option for Graham Street(no asset sales)26.9%49.8%

As if Complete Values for Munroe Lane and Graham Street are 5% lower than forecast27.5%45.6%

Increase in Munroe Lane Development costs of $10m (with no increase in market rental or NLA)30.3%46.0%

Increase in both Munroe Lane Development costs and preferred development option for Graham Street

costs of $10m each (with no increase in market rental or NLA)30.3%48.4%

1. Property is assumed to be sold for net proceeds consistent with its valuation in approximately three year’s time

Medium Term Funding Capacity (relative to 44% gearing level), assuming sale of Eastgate

1

-

50.0

100.0

150.0

200.0

Mar-20Equity RaiseIncr. in Debt

Capacity due to

Munroe Lane

development

Munroe Lane

development cost

Incr. in Debt

Capacity due to

Graham St

development

Incr. in Debt

Capacity due to

Eastgate sale

Graham Street

development cost

Operating

earning s

DividendsPost-Development

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Appendix 5: Related party fees for the Munroe Lane Development and

transaction costs associated with the Offer

Fee Estimated AmountComment

Related Party Fees

Non-recurring fees

Development Management Fee $3,600,000 (subject to final development costs)Calculated as 3.5% of certain development costs

Leasing Fee$825,000Being 15.0% of the Gross Rental payable by the anchor tenant

(Auckland Council), subject to final measure and options exercised

Recurring fees

Fund Management Fee$685,000Being 0.5% of the increase in total assets based on the ‘as if complete’

valuation of $137.0m

Property Management Fees$125,000Being 1.5% of gross rental receipts

Transaction fees for the Offer

Fees associated with the Offer$3,500,000Investment banking fees, legal, tax, accounting, registrar, logistics,

design, NZX fees, and other costs associated with the capital raise

50

Related party fees are payable in accordance with the Management Agreement between NPT Limited (subsequently renamed ‘Asset PlusLimited’) Augusta Funds Management Limited, and Augusta Capital Limited dated 26 March 2018.

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Appendix 6: Reconciliation of forecast net profit after tax to AFFO

51

AFFO stands for ‘Adjusted Funds From Operations’, and is non-GAAP financial information, calculated based on guidance issued by the Property Council of Australia. Asset Plus considers that AFFO is a useful measure for shareholders and

management because it assists in assessing the Company’s underlying operating performance. This non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial

information prescribed by other entities. The calculation of AFFO has not been reviewed by Asset Plus’auditor, Grant Thornton.

Y ear end edY ear end ed

Mar-20Mar-19

$m$m

To tal Co mp rehensive Inco me Net o f Tax4.53.8

Add Back

Loss/ (Gain) From Sales of Investment Property0.00.9

Fair value (gain) / loss on investment property0.51.8

Depreciation on Owner Occupied PP&E0.1-

Fair value gain on the mark-to-market of derivatives-(0.1)

Non-FFO Deferred Tax Expenses(0.5)(0.7)

Net O p erating Inco me A fter Tax4.55.7

Non Operating Tax Adjustments0.5(0.9)

Net Loss on Sale of Plant and Equipment-0.0

Transaction Costs-0.2

Amortisation of Lease Incentives / Commissions0.30.2

F und s F ro m O p eratio ns ( F F O )5.35.2

Maintenance CAPEX(0.2)(0.2)

Lease Commissions Paid(0.2)-

Lease Incentives Granted-(0.3)

A d justed F und s F ro m O p eratio ns4.94.7

A F F O ( CPS)3.032.93

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Appendix 7: Asset Plus Overview

Asset Plus is an NZX listed property company.

The current portfolio is externally managed by Augusta Funds Management, a

wholly owned subsidiary of NZX listed fund manager Augusta Capital.

Asset Plus are long term owners of real estate and value our relationship with

major tenants including Auckland Council, Progressive Enterprises and The

Warehouse Group.

Asset Plus adopts an active management philosophy encompassing asset and

financial management, strategic investments, acquisitions and divestments and

the judicious development of new and existing assets.

Bruce Cotterill

Chairman, Non-Executive

Independent Director

Paul Duffy

Non-Executive Director

Carol Campbell

Non-Executive Independent

Director

Allen Bollard

Non-Executive Independent

Director

Asset Plus Board of Directors

52

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Appendix 8: Augusta Overview

Manager of Asset Plus

Listed on the NZX, Augusta Capital (AUG) is one of New Zealand’s largest and

leading property funds management specialists, managing $2B of assets

throughout New Zealand and Australia.

Augusta’s philosophy is underpinned by an active management approach.

Augusta co-invests in a number of funds under management, including an

18.85% stake in Asset Plus. Note that Augusta’s shareholding in Asset Plus is

expected to reduce to 11.2% following the Offer.

Augusta employees 41 staff across offices in Auckland, New Plymouth and

Christchurch.

Mark Francis

Managing Director

Joel Lindsey

Chief Operating

Officer

Simon Woollams

Chief Financial

Officer

Stephen Brown-Thomas

Asset Plus Manager

Luke Fitzgibbon

General Counsel &

Company Secretary

Asset Plus Management Team

53

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Assetplusnz.co.nz

Appendix 9: Conflicts Policy

54

The Manager offers asset management services to Asset Plus as well as to other property owners, managed funds and investment schemes and entities giving rise to

the potential for a conflict of interest. Conflicts of interest are governed by a Conflicts of Interest Policy agreed at thetime of externalisationof the management

contract to the Manager. The key terms of this policy include:

•The Manager will evaluate each investment opportunity against multiple factors including investment mandates and policies; contractual obligations; business plans; and other constraints such as legal,

tax, and capital.

•If, after carrying out the evaluation, the Manager determines that there is no conflict, it will report to the Board as such.

•In the event of a conflict, the Manager will progress in favourof Asset Plus, until such time as the Asset Plus Board determines that it does not wish to proceed with the opportunity.

•A separate procedure exists in relation to leasing opportunities, where in the event of a conflict the Manager can establish separate teams to operate on behalf of each party and will implement

appropriate information barriers between those teams.

Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz

Appendix 10: Asset Plus Limited –International Offer Restrictions

55

United States

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Rights and New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 or the securities lawsof any state or other jurisdiction of the

United States. The Rights may not be taken up by, and the New Shares may not be offered or sold to any person in the United States or any person that is, or is acting for the account or benefit of, any person in the United States.

Permitted jurisdictions

This presentation does not constitute an offer of Rights or New Shares of Asset Plus in any jurisdiction in which it would beunlawful. In particular, this presentation may not be distributed to any person, and the Rights and New Shares may not be offered or sold, in any country outside New

Zealand except to the extent permitted below.

Australia

This presentation and the offer of Rights and 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 Corporations Act. This presentation 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 requiredin a "disclosure document" under

Australian law. This presentation has not been and will not be lodged or registered with the Australian Securities & InvestmentsCommission or the Australian Securities Exchange and Asset Plus is not subject to the continuous disclosure requirements thatapply in Australia.

Prospective investors should not construe anything in this presentation 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 the Rights or 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 Part6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.

Hong Kong

WARNING: This presentation 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 authorisedby 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 authoriseor register this presentation or to permit the distribution of this presentation or any documents issued in connection with it.Accordingly, the Rights and

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 Rights or New Shares has been or will be issued, or has been or willbein 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 theRights and 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 Rights

or New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kongwithin six months following the date of issue of such securities.

The contents of this presentation 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 presentation, you should obtain independent professional advice.

New Caledonia

This presentation has not been, and will not be, registered with or approved by any securities regulator in New Caledonia. Accordingly, this presentation may not be made available, nor may the Rights or New Shares be offered for sale, in New Caledonia except in circumstances that do not

require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").

In accordance with Article 1(4) of the Prospectus Regulation, an offer of Rights or New Shares in New Caledonia is limited:

•to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);

•to fewer than 150 natural or legal persons (other than qualified investors) with registered addresses in New Caledonia; or

•in any other circumstance falling within Article 1(4) of the Prospectus Regulation.

Singapore

This presentation and any other materials relating to the Rights or 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 presentation and any other document or materials in connection with

the offer or sale, or invitation for subscription or purchase, of Rights or New Shares, may not be issued, circulated or distributed, nor may the Rights or 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 SFA, or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This presentation has been given to you on the basis that you are (i) an existing holder of 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 presentation immediately. You may not forward or circulate this presentation to any other person inSingapore.

Any offer is not made to you with a view to the Rights or 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 Rights or New Shares. As such, investors are advised to acquaint

themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

---

OFFER DOCUMENT
10 March 2020

This is an important document. You should read the whole document before deciding what

action to take with your Rights. If you have any doubts as to what you should do, please

consult your broker, financial, investment or other professional adviser.

1.235 for 1 Rights Offer of New Ordinary Shares

This Offer Document may not be released to U.S. wire services or distributed in the United States

General Information
This Offer Document has been prepared by Asset Plus

Limited (Asset Plus) in connection with a pro-rata for

1.235 for 1 rights offer of ordinary shares, followed

by a shortfall bookbuild process (the Offer). The Offer

is made to Eligible Shareholders under the exclusion

in clause 19 of Schedule 1 of the Financial Markets

Conduct Act 2013 (FMCA). This Offer Document is not

a product disclosure statement or prospectus and

does not contain all of the information which may be

required in order to make an informed investment

decision about the Offer or

Asset Plus.

Further Important Information

A presentation providing further important information

in relation to the Munroe Lane Development and

the Offer has been published by Asset Plus on 10

March 2020 (the Investor Presentation). A copy of the

Investor Presentation and other important materials

released on 10 March 2020 are available at

www.nzx.com under the ticker “APL”.

The Investor Presentation includes details of the

rationale for the Munroe Lane Development and the

Offer. It also provides a portfolio and trading update

and explains in more detail the expected impact of

the Munroe Lane Development, the Offer and the

Graham Street Development on Asset Plus, including

a description of the key risks associated with

those projects.

You should read the Investor Presentation in full, as

it contains important information to assist you in

making an investment decision in respect of Asset

Plus. In particular, you should read Section 9 of the

Investor Presentation (“Key Risks”) before making an

investment decision.

Additional information available

under continuous disclosure

obligations

Asset Plus is subject to continuous disclosure

obligations under the Listing Rules. You can find market

announcements released by Asset Plus at

www.nzx.com under the ticker “APL”. In particular,

Asset Plus recommends that you read its market

announcements (together with the materials attached

to those announcements) regarding:

• the Agreement to Develop and Lease released on

20 December 2019;

• the Munroe Lane Development and the Offer

released on 10 March 2020 (including the Investor

Presentation accompanying that announcement);

• Asset Plus’ strategic update and interim financial

statements released on 29 November 2019; and

• Asset Plus’ shareholder update released on 29

January 2020.

Asset Plus may, during the period of the Offer,

release additional market announcements to the

NZX. Shareholders should monitor Asset Plus’ market

announcements during the Offer. To the maximum extent

permitted by law, no market announcement by Asset

Plus to the NZX will permit an applicant to withdraw any

previously submitted application for New Shares under

the Offer without Asset Plus’ prior consent.

Offer may be withdrawn

The Offer is conditional on Shareholder approval by

way of special resolution, which is being sought at a

special meeting of Shareholders to be held at 1.30pm

on Tuesday 31 March 2020 at Link Market Services,

Level 11, Deloitte Centre, 80 Queen Street, Auckland

(the Special Meeting). The Offer is also conditional on

Shareholders approving the Munroe Lane Development

(which is intended to be funded out of the proceeds of

the Offer) by way of Special Resolution at the

Special Meeting.

If Shareholders do not approve the Offer and the

Munroe Lane Development at the Special Meeting,

Asset Plus will withdraw the Offer and no New Shares

will be issued under it.

Offering Restrictions

This Offer Document does not constitute an offer,

advertisement or invitation in any place in which, or to

any person to whom, it would not be lawful to make

such an offer, advertisement or invitation.

This Offer Document may not be sent or given to

any person who is not an Eligible Shareholder in

circumstances in which the Offer or distribution of this

Offer Document would be unlawful. The distribution

of this Offer Document (including an electronic copy)

Important

Information

Offer Document

01

outside New Zealand may be restricted by law. In
particular, this Offer 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 Eligible Shareholders or as Asset Plus may

otherwise determine in compliance with applicable

laws. Further details on the offering restrictions that

apply are set out in Part 4 of this Offer Document

(“Details of the Offer”).

In particular, this Offer Document does not constitute

an offer to sell, or a solicitation of an offer to buy, any

securities in the United States. The Rights and New

Shares have not been, nor will be, registered under

the U.S. Securities Act of 1933 or the securities laws

of any state or other jurisdiction of the United States.

The Rights may not be taken up by, and the New

Shares may not be offered or sold to any person in the

United States or any person that is, or is acting for the

account or benefit of, any person in the United States.

If you come into possession of this Offer Document,

you should observe any applicable offering restrictions,

including those set out in Part 4 of this Offer Document.

Any failure by a person to comply with such restrictions

may contravene applicable securities law. Asset Plus

disclaims all liability in respect of any such contravention

by any other person.

Changes to the Offer

Subject to the Listing Rules, Asset Plus reserves the

right to alter the dates set out in this Offer Document.

Asset Plus reserves the right to withdraw the Offer

and the issue of New Shares at any time before the

Allotment Date at its absolute discretion.

No Guarantee

No guarantee is provided by any person in relation

to the New Shares to be issued under the Offer.

Likewise, no warranty is provided with regard to the

future performance of Asset Plus or any return on any

investments made pursuant to this Offer Document.

Decision to participate in the Offer

The information in this Offer Document does not

constitute a recommendation to acquire New Shares

nor does it amount to financial product advice. This

Offer Document has been prepared without taking

into account the particular needs or circumstances

of any investor, including their investment objectives,

financial and/or tax position.

Privacy

Any personal information you provide online or on

your Acceptance Form will be held by Asset Plus and/

or the Share Registrar at the addresses set out in the

Directory. This information will be used for the purposes

of administering your investment in Asset Plus. This

information will only be disclosed to third parties with

your consent or if otherwise required by law. Under

the Privacy Act 1993, you have the right to access and

correct any personal information held about you.

Enquiries

Enquiries about the Offer can be directed to an

NZX Primary Market Participant, or your solicitor,

accountant or other professional adviser. If you have

any questions about the number of New Shares shown

on the Acceptance Form that accompanies this Offer

Document, or how to apply online or complete the

Acceptance Form, please contact the Share Registrar.

Defined terms

Capitalised terms used in this Offer Document have

the specific meaning given to them in the Glossary at

the back of this Offer Document.

Offer Document

02

Dear Shareholder
Offer to fund expected developments

As you will be aware, Asset Plus has had clear objectives

of increasing the scale of its portfolio and setting a

strong platform for sustainable growth. To deliver on

these objectives, Asset Plus is undertaking the Offer to

fund the development of an office building at 6-8 Munroe

Lane, Albany (the Munroe Lane Development), whilst

also providing some funding capacity to undertake the

development of Asset Plus’ property at 35 Graham Street

(Graham Street). If both the Munroe Lane Development

and Asset Plus’ preferred option for the development

of Graham Street (being a full redevelopment) are

completed in accordance with Asset Plus’ current

indicative development timetable and cost plan (which

also assumes the sale of the Eastgate Shopping Centre

in Christchurch owned by Asset Plus), we expect the

value of Asset Plus’ investment properties will increase by

approximately $258 million.

As a consequence of the progression on our key

developments, the Board of Asset Plus has decided to

raise approximately $100 million of new equity through

a pro rata 1.235 for 1 rights offer (the Rights Offer),

followed by a shortfall bookbuild (Shortfall Bookbuild)

(the Rights Offer and the Shortfall Bookbuild, together

the Offer).

1.235 for 1 Rights Offer

Under the Rights Offer, eligible shareholders may apply

for 1.235 new shares for every 1 existing share held as

at 5.00pm on 18 March 2020, at an application price

of $0.50 per new share. The application price reflects a

13.7% discount to $0.579, being the volume weighted

average price (ex-dividend) of Asset Plus’ shares traded

on the NZX for the last 5 trading days prior to 10 March

2020, and a 6.7% discount to the theoretical ex-rights

price of $0.536.

Shortfall Bookbuild

The Rights will not be quoted on the NZX Main Board.

Instead, any Rights not taken up by eligible shareholders,

or those attributable to ineligible shareholders, will be

offered to investors through a shortfall bookbuild process

run by Jarden Securities Limited, as lead manager for

the Offer. Eligible Shareholders who take up their Rights

in full have the opportunity to apply for additional new

shares attributable to any unexercised Rights. Any

applications for additional new shares will go into

the Shortfall Bookbuild, which will also involve

institutional investors.

As such, if you do nothing with some or all of your Rights,

you may still receive some value for those Rights, to the

extent that the price achieved in the Shortfall Bookbuild

exceeds the application price for new shares under the

Rights Offer.

If you do nothing with all of your Rights, your shareholding

in Asset Plus will be diluted by 55.3%.

Eligible shareholders have until 5.00pm on 1 April 2020 to

apply for new shares under the Offer (subject to Asset Plus

varying the timetable in accordance with the Listing Rules).

The Offer, excluding the commitment by Augusta Capital

Limited (Augusta) noted below, is fully underwritten by

Jarden Partners Limited.

Asset Plus’ major shareholder, Augusta, continues to be

supportive of Asset Plus’ strategy and has committed to

subscribe for $5 million of new shares under the Rights

Offer, which represents approximately 26.5% of the

Rights it is entitled to under the Rights Offer. Augusta

will not participate in the Shortfall Bookbuild. Augusta’s

shareholding in Asset Plus on completion of the Offer is

expected to be 11.2%.


The Offer is made under this Offer Document, so please

read it carefully before deciding what to do. If you have

any questions about how to deal with your Rights, you are

encouraged to talk to a professional adviser.

We also encourage you to read through all of Asset

Plus’ recent announcements, particularly the Investor

Presentation and other materials released on 10 March

2020 at www.nzx.com under the ticker “APL”. In particular,

you should refer to Section 9 of the Investor Presentation

(“Key Risks”) before making an investment decision.

You can also access information, including the Investor

Presentation and announcements regarding the Offer and

the Munroe Lane Development, on the following website at

https://www.assetplusnz.co.nz/nzx-announcements.

On behalf of the Board, thank you for your continued

support, and we welcome your consideration of, and

participation in, the Offer.

Yours sincerely,

Letter from

the Chair

Bruce Cotterill

Chair

Offer Document

03

Part 1:
Offer at a Glance

Offer Document

04

IssuerAsset Plus Limited.

The OfferThe Rights Offer is an underwritten pro rata rights offer to Eligible

Shareholders of 1.235 New Shares for every 1 Existing Share held by an

Eligible Shareholder as at 5:00pm on the Record Date, with fractional Rights

being rounded down to the nearest share.

Rights will not be quoted on the NZX Main Board.

Rights not taken up by Eligible Shareholders, or which are attributable to Ineligible

Shareholders, will be offered for sale through a Shortfall Bookbuild run by the

Lead Manager.

Any Premium realised for those Rights in the Shortfall Bookbuild will be paid

(net of any amounts required to be withheld) on a pro rata basis to those

Shareholders who do not take up all of their Rights, including those who are

ineligible to do so by virtue of being an Ineligible Shareholder.

There is no guarantee that there will be any Premium realised for the Rights

offered for sale in the Shortfall Bookbuild.

Special MeetingThe Offer is conditional on Shareholder approval at the Special Meeting and

on the Munroe Lane Development also being approved by Shareholders at

the Special Meeting. If Shareholders do not approve the Offer and the Munroe

Lane Development at the Special Meeting, Asset Plus will withdraw the Offer

and no New Shares will be issued under it.

Eligible ShareholdersA Shareholder who, as at 5:00pm on the Record Date:

• had a registered address in New Zealand or New Caledonia; or

• is an Institutional Investor with a registered address in Australia, Hong Kong

or Singapore,

and in each case who is not in the United States and not acting for the

account or the benefit of a person in the United States.

Application Price $0.50 per New Share.

Existing Shares currently on issue161,920,433 Existing Shares.

Maximum number of New

Shares being offered

199,971,734 New Shares (subject to rounding).

Offer sizeThe amount to be raised under the Offer is approximately $100 million.

Offer Document
05

Shortfall Bookbuild

Eligible Shareholders who take up their Rights in full have the opportunity to apply

for additional New Shares which are attributable to any Rights not taken up,

including the Rights attributable to Ineligible Shareholders. These applications for

additional New Shares will go into the Shortfall Bookbuild process, which will also

involve Institutional Investors.

Any New Shares applied for under the Shortfall Bookbuild will be issued at the

Bookbuild Price.

The Bookbuild Price will be equal to or above the Application Price.

Augusta CommitmentAugusta Capital Limited (Augusta) has committed to subscribe for $5 million

of New Shares under the Offer (the Augusta Commitment), which represents

approximately 26.5% of its Rights under the Rights Offer. All Unexercised

Rights attributable to Augusta will be offered in the Shortfall Bookbuild.

Augusta will not participate in the Shortfall Bookbuild.

How to apply

Applications must be made online at www.assetplusoffer.co.nz or by following the

instructions on the Acceptance Form.

If a postal application is made, please send this in time for it to be received by the

Share Registrar on behalf of Asset Plus before 5.00pm on the Closing Date.

UnderwritingThe Offer is fully underwritten (excluding the amount of the Augusta

Commitment) by Jarden Partners Limited.

Part 2:
Important Dates

Offer Document

06

Important dates for the Offer*

Announcement of the Offer10 March 2020

Record Date and time for determining Rights

5.00pm, on 18 March 2020

Offer Document, Acceptance Forms sent to Eligible Shareholders19 March 2020

Offer Opening Date19 March 2020

Closing Date and deadline for receipt of applications with payment

5.00pm on 1 April 2020

Shortfall Bookbuild occurs3 April 2020

Allotment Date 8 April 2020

Expected date for quotation of New Shares issued under the Offer8 April 2020

Payment of any Premium achieved in the Shortfall Bookbuild to holders of any

Unexercised Rights

By 14 April 2020

Mailing of holding statementsBy 17 April 2020

Important dates for the Special Meeting*

Announcement of the Special Meeting10 March 2020

Notice of Meeting, Investor Presentation and proxy form sent to

Shareholders

13 March 2020

Record date and time for being entitled to attend and vote at the

Special Meeting

5.00pm on 27 March 2020

Deadline to return proxy form 1.30pm on Sunday 29 March 2020

Special Meeting held1.30pm on Tuesday 31 March 2020

* Asset Plus reserves the right to alter the key dates, subject to applicable laws and the Listing Rules. Asset Plus reserves the right to

withdraw the Offer at any time prior to the issue of the New Shares at its absolute discretion.

Part 3:
Actions to be Taken by

Eligible Shareholders

Offer Document

07

Take up all or some

of your Rights

Applications to take up all or part of your Rights can be made online at www.assetplusoffer.

co.nz from 19 March 2020 or by completing the Acceptance Form and returning it to the

Share Registrar on behalf of Asset Plus together with payment. Please allow adequate time

for mail deliveries. Applications received after 5.00pm on the Closing Date may not

be accepted.

There is no minimum amount of New Shares which you must apply for under the Offer.

If you take up only some of your Rights, any New Shares attributable to your Unexercised

Rights will be offered as part of the Shortfall Bookbuild. You may receive value for your

Unexercised Rights if a Premium is realised under the Shortfall Bookbuild.

Eligible Shareholders who only take up part of their Rights will have their holdings diluted

by the issue of New Shares under the Offer.

Eligible Shareholders who take up their Rights in full have the opportunity to apply for

additional New Shares which are attributable to any Unexercised Rights. Any applications

for additional New Shares will go into the Shortfall Bookbuild process, which will also involve

Institutional Investors.

Participate in the

Shortfall Bookbuild

To participate in the Shortfall Bookbuild you must:

a) take up your Rights in full (Part A of the Acceptance Form); and

b) apply for New Shares under the Shortfall Bookbuild by specifying the NZ$ amount of

additional New Shares that you wish to apply for (Part B of the Acceptance Form).

If you do not take up your Rights in full, then you will not be eligible to participate in the

Shortfall Bookbuild and your application for any additional New Shares under the Shortfall

Bookbuild will be disregarded.

Applications can be made online at www.assetplusoffer.co.nz from 19 March 2020 or by

completing the Acceptance Form and returning it to the Share Registrar on behalf of Asset

Plus together with payment.

Payment must be made for both your Rights and the NZ$ amount of additional New

Shares that you are applying for under the Shortfall Bookbuild.

The price for New Shares under the Shortfall Bookbuild will be the Bookbuild Price.

The Bookbuild Price will be equal to or above the Application Price.

The number of New Shares you will receive under the Shortfall Bookbuild will depend on the

allocation made to you and the Bookbuild Price (which is to be determined as described in

Part 4 (“Details of the Offer”) of this Offer Document). You may not receive all or any of the

New Shares corresponding to the NZ$ amount of additional New Shares that you applied

for under the Shortfall Bookbuild.

Allocations and any necessary scaling of applications for New Shares under the Shortfall

Bookbuild will be determined by Asset Plus in agreement with the Lead Manager (each acting

reasonably). If applications for New Shares under the Shortfall Bookbuild are scaled, you

may not receive New Shares in respect of any or all of your application monies, in which case

excess application monies will be refunded (subject to a minimum refund amount of $5.00).

If the demand from Eligible Shareholders and Institutional Investors for additional New

Shares under the Shortfall Bookbuild process is insufficient to achieve a price equal

to or above the Application Price in respect of all of the New Shares offered in the

Shortfall Bookbuild, the Underwriter will subscribe for any remaining New Shares at the

Application Price (subject to the terms of the Underwriting Agreement). In this case, all valid

applications by Eligible Shareholders for additional New Shares in the Shortfall Bookbuild

would be allocated in full at the Application Price (subject to rounding and the terms of this

Offer Document).

Offer Document
08

Pay for New SharesYou are able to pay for your New Shares by way of cheque or direct debit.

If you are applying for additional New Shares in the Shortfall Bookbuild, you will be required

to make full payment at the time of application. If any scaling is applied to the application,

a refund of any extra application monies will be processed within five business days of the

allotment of the New Shares. Refunds will not be paid for any difference arising solely due

to rounding or where the aggregate amount of the refund payable to you is less than $5.00.

More detail on payment options are included in the Acceptance Form.

Sell your Rights

Rights will not be quoted on the NZX Main Board and there will be no licensed market on which

you may sell your Rights. Accordingly, there may be no market for the Rights and it may be

difficult to find a purchaser for any Rights.

However, you may sell some or all of your Rights by completing the relevant section of your

Acceptance Form (“Security Renunciation / Security Transfer”) and ensuring the purchaser

returns it to the Share Registrar on behalf of Asset Plus together with payment for those

Rights that are taken up by the purchaser by 5.00pm on the Closing Date. Should you wish

to sell your Rights in this manner, you are responsible for identifying a purchaser.

Do nothing

If you choose not to take up any of your Rights, any New Shares attributable to your

Unexercised Rights will be offered as part of the Shortfall Bookbuild. You may still receive value

for your Unexercised Rights if a Premium is realised under the Shortfall Bookbuild.

Eligible Shareholders who do not take up their Rights will have their holdings diluted by the issue

of New Shares under the Offer.

Part 4:
Details of the Offer

The Offer

The Offer is an offer of New Shares in Asset Plus to

Eligible Shareholders under a pro rata rights offer,

followed by a Shortfall Bookbuild. Eligible Shareholders

are entitled to apply for 1.235 New Shares for every

1 Existing Share held at 5.00pm on the Record Date

(Rights). Any fractional Rights will be rounded down

to the nearest whole number. The Rights will not be

quoted on the NZX Main Board.

If you take up your Rights in full, you may also apply for

additional New Shares under the Shortfall Bookbuild

process, by specifying a NZ$ amount of additional New

Shares which you wish to apply for in Part B of your

Acceptance Form.

The maximum number of New Shares that may be

issued under the Offer is 199,971,734 New Shares. The

Offer is fully underwritten (excluding the amount of

the Augusta Commitment) by the Underwriter at the

Application Price.

The New Shares will be of the same class as, and will

rank equally with, the Existing Shares quoted on the NZX

Main Board. It is a term of the Offer that Asset Plus will

take any necessary steps to ensure that the New Shares

are, immediately after being issued, quoted on the NZX

Main Board.

New Shares attributable to Rights that are not taken up

by Eligible Shareholders, together with those attributable

to the Rights of Ineligible Shareholders, will be offered

under the Shortfall Bookbuild.

There is no duty of care owed by the Lead Manager

to any Eligible Shareholder, any bidder in the Shortfall

Bookbuild or any other person.

Application Price

The Application Price is $0.50 per New Share.

Payment for the New Shares must be made in full in

accordance with the instructions set out in the online

application process (available at www.assetplusoffer.

co.nz) or on your Acceptance Form.

Asset Plus may choose to accept late applications (being

applications received after 5.00pm on the Closing Date)

but has no obligation to do so. Asset Plus may accept or

reject any online application or Acceptance Form which

it considers is not completed correctly and may correct

any errors or omissions on any online application or

Acceptance Form.

As required by the Listing Rules, if Asset Plus receives,

before 5.00pm on the Closing Date, a renunciation

and an acceptance in respect of the same Right(s), the

renunciation shall be given priority over the acceptance.

Application monies received will be held in a trust

account with the Share Registrar until the corresponding

New Shares are allotted or the application monies

are refunded. No interest will be paid on any

application monies.

Any refunds of application monies will be made within

five business days (as defined in the Listing Rules) of

allotment of the New Shares or any decision not to

proceed with the Offer. Refunds will not be paid for any

difference arising solely due to rounding or where the

aggregate amount of the refund payable to an applicant

is less than $5.00.

Offer may be withdrawn

The Offer is conditional on Shareholder approval by

way of special resolution, which is being sought at a

Special Meeting of Shareholders to be held at 1.30pm

on Tuesday 31 March 2020 at Link Market Services

Limited, Level 11, Deloitte Centre, 80 Queen Street,

Auckland (the Special Meeting). The Offer requires

approval by Shareholders as it is a “major transaction”

for Asset Plus under the Companies Act 1993.

The Offer is also conditional on Shareholders approving

the Munroe Lane Development (which is intended to

be funded by proceeds of the Offer) by way of Special

Resolution at the Special Meeting.

If Shareholders do not approve the Offer and the Munroe

Lane Development at the Special Meeting:

• Asset Plus will withdraw the Offer and no New

Shares will be issued under it; and

• all application monies received prior to the date

of the Special Meeting will be refunded (without

interest) within five business days of the

Special Meeting.

More information on why the Offer requires Shareholder

approval, and why the Offer is conditional on Shareholder

approval of the Munroe Lane Development, is set out in

the Notice of Meeting and the Investor Presentation. If

you have any questions regarding the matters set out in

this Offer Document, the Notice of Meeting or the Investor

Presentation, you should contact your broker, financial,

investment or other professional adviser.

Offer Document

09

Notice to Nominees and Custodians
Due to legal restrictions, nominees and custodians may

not send copies of this Offer Document to, or accept

Rights on behalf of, any person in any jurisdiction

outside New Zealand and New Caledonia, except

to, or on behalf of, beneficial shareholders who are

institutional or professional investors in Australia, Hong

Kong or Singapore as contemplated under the following

subheading (“Eligibility”) or as Asset Plus may otherwise

permit in compliance with applicable law.

Eligibility

The Offer is only open to Eligible Shareholders,

Institutional Investors and persons that Asset Plus

is satisfied can otherwise participate in the Offer in

compliance with all applicable laws.

Asset Plus considers that the legal requirements of

jurisdictions other than New Zealand, Australia, Hong

Kong, New Caledonia and Singapore are such that it

would be unduly onerous for Asset Plus to make the

Offer in those jurisdictions. This decision was made

having regard to the small number of Shareholders in

such overseas jurisdictions and the costs of complying

with overseas legal requirements.

This Offer Document is only being sent by Asset Plus

to Eligible Shareholders. The distribution of this Offer

Document (including an electronic copy) outside New

Zealand may be restricted by law. Any failure by a

person to comply with such restrictions may contravene

applicable securities law. Asset Plus disclaims all liability

in respect of any such contravention by any other person.

This Offer Document does not constitute an offer of

Rights or New Shares of Asset Plus in any jurisdiction

in which it would be unlawful. In particular, this Offer

Document may not be distributed to any person, and the

Rights and New Shares may not be offered or sold, in

any country outside New Zealand except to the extent

permitted below.

Australia

This Offer Document and the offer of Rights and 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 Corporations Act. This

Offer 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 Offer Document has not been and will not be lodged

or registered with the Australian Securities & Investments

Commission or the Australian Securities Exchange and

Asset Plus is not subject to the continuous disclosure

requirements that apply in Australia.

Prospective investors should not construe anything in

this Offer 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 the Rights or 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 Offer 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

Offer Document or to permit the distribution of this Offer

Document or any documents issued in connection with it.

Accordingly, the Rights and 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 Rights or 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 the Rights and 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 Rights or 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 Offer 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 Offer Document,

you should obtain independent professional advice.

Offer Document

10

New Caledonia
This Offer Document has not been, and will not be,

registered with or approved by any securities regulator

in New Caledonia. Accordingly, this Offer Document

may not be made available, nor may the Rights or New

Shares be offered for sale, in New Caledonia except

in circumstances that do not require a prospectus

under Article 1(4) of Regulation (EU) 2017/1129 of the

European Parliament and the Council of the European

Union (the Prospectus Regulation).

In accordance with Article 1(4) of the Prospectus

Regulation, an offer of Rights or New Shares in New

Caledonia is limited:

• to persons who are “qualified investors”

(as defined in Article 2(e) of the Prospectus

Regulation);

• to fewer than 150 natural or legal persons (other

than qualified investors) with registered addresses in

New Caledonia; or

• in any other circumstance falling within Article 1(4)

of the Prospectus Regulation.

Singapore

This Offer Document and any other materials relating to

the Rights or 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

Offer Document and any other document or materials

in connection with the offer or sale, or invitation for

subscription or purchase, of Rights or New Shares, may

not be issued, circulated or distributed, nor may the

Rights or 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 SFA, or as

otherwise pursuant to, and in accordance with the

conditions of any other applicable provisions of the SFA.

This Offer Document has been given to you on the

basis that you are (i) an existing holder of 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 Offer

Document immediately. You may not forward or circulate

this Offer Document to any other person in Singapore.

Any offer is not made to you with a view to the Rights or

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 Rights or

New Shares. As such, investors are advised to acquaint

themselves with the SFA provisions relating to resale

restrictions in Singapore and comply accordingly.

Opening and Closing Dates

The Offer will open for receipt of acceptances from 19

March 2020. The deadline for receipt of completed

online applications and Acceptance Forms with

payment is 5.00pm on 1 April 2020 (subject to Asset

Plus varying the timetable for the Offer in accordance

with the Listing Rules).

Shortfall Bookbuild

New Shares attributable to Unexercised Rights will be

offered to Eligible Shareholders who take up their Rights

in full and who apply for additional New Shares and to

Institutional Investors under the Shortfall Bookbuild. If

you do not take up all of your Rights or are an Ineligible

Shareholder, the New Shares attributable to your

Unexercised Rights will be offered for sale in the

Shortfall Bookbuild.

The Lead Manager will manage the Shortfall Bookbuild

on behalf of Asset Plus. The Shortfall Bookbuild is

expected to be completed on 3 April 2020.

Shortfall Bookbuild process

Eligible Shareholders that take up their Rights in full can

apply for additional New Shares by specifying a NZ$

amount of New Shares on Part B of the Acceptance

Form. The price at which New Shares will be issued

under the Shortfall Bookbuild is the Bookbuild Price, as

described below.

All Eligible Shareholders that wish to apply for New

Shares as part of the Shortfall Bookbuild must do so by

specifying an NZ$ amount of additional New Shares that

they wish to apply for.

Institutional Investors participating in the Shortfall

Bookbuild will bid for New Shares attributable to

Unexercised Rights. The minimum bid that may

be submitted for a New Share under the Shortfall

Bookbuild is the Application Price of $0.50 per New

Share and this amount is payable to Asset Plus.

The Bookbuild Price will be determined by Asset Plus

and the Lead Manager and will be:

• no less than the Application Price; and

• no more than the closing price on the NZX

Main Board for an Existing Share as at the

close of trading on the day prior to the Shortfall

Bookbuild (unless the closing price is less than

the Application Price, in which case the Bookbuild

Price will be equal to the Application Price).

The proceeds from each New Share issued under the

Shortfall Bookbuild (if any) will be paid by the Share

Registrar as follows:

• the Application Price of $0.50 will be paid to Asset

Plus; and

Offer Document

11

• any Premium achieved will be paid (net of any
amounts required to be withheld) to the holders

of Unexercised Rights (including Ineligible

Shareholders) in proportion to their holdings of

Unexercised Rights. Ineligible Shareholders will be

deemed to hold the number of Rights they would

have received if they were Eligible Shareholders

for the purpose of calculating the amount of any

Premium payable to them.

Example

This example assumes that there is demand for

all of the New Shares available under the Shortfall

Bookbuild and that the Bookbuild Price exceeds the

Application Price.

Application Price per New Share: $0.50

Bookbuild Price per New Share: $0.54

Premium: $0.04

In this example, a Shareholder who holds 1,000

Existing Shares at 5.00pm on the Record Date who

is either an Ineligible Shareholder or is an Eligible

Shareholder who chooses not to take up any of his or

her Rights will have 1,235 Unexercised Rights. That

Shareholder will receive $49.40 in aggregate for his

or her Unexercised Rights in the Shortfall Bookbuild,

being the Premium of $0.04 multiplied by the number

of Unexercised Rights held by him or her.

The above is an example only. There is no

guarantee that the Bookbuild Price will exceed the

Application Price. To the maximum extent permitted

by law, Asset Plus, the Lead Manager and each of their

respective related bodies corporate and affiliates, and

each of their respective directors, officers, partners,

employees, representatives and agents, disclaim all

liability, including for negligence, for any failure to

realise a Premium in the Shortfall Bookbuild.

If the Bookbuild Price is equal to the Application Price,

there will be no Premium payable to the holders of

Unexercised Rights.

Application to participate in

Shortfall Bookbuild

If you are an Eligible Shareholder and you have

taken up all of your Rights, you may participate in

the Shortfall Bookbuild by completing Part B of the

Acceptance Form and applying for a NZ$ amount of

additional New Shares at the Bookbuild Price. You can

also apply online at www.assetplusoffer.co.nz.

If you are an Institutional Investor, you may participate

in the Shortfall Bookbuild by contacting the Lead

Manager who will provide details as to the process to be

undertaken in relation to the Shortfall Bookbuild.

Shortfall Bookbuild allocation policy

Allocations and any necessary scaling of applications

for New Shares under the Shortfall Bookbuild will be

determined by Asset Plus in agreement with the Lead

Manager (each acting reasonably). If applications are

scaled, Eligible Shareholders that apply for additional

New Shares under the Shortfall Bookbuild may not

receive New Shares in respect of any or all of their

application monies.

Once the Bookbuild Price has been determined, the

application monies in respect of any applications

for New Shares in the Shortfall Bookbuild by Eligible

Shareholders will be divided by the Bookbuild Price to

calculate the number of New Shares that those Eligible

Shareholders have applied for (subject to scaling),

rounded down to the nearest whole New Share.

Any refunds of application monies due to scaling

of applications or applications not being accepted

under the Shortfall Bookbuild will be made within

five business days (as defined in the Listing Rules) of

allotment of the New Shares (without interest).

Refunds will not be paid for any difference arising

solely due to rounding or where the aggregate

amount of the refund payable to an applicant is less

than $5.00.

Payment of Premium

The Premium, if any, will be paid by the Share

Registrar in New Zealand dollars (net of any amounts

required to be withheld) in accordance with the

payment instructions provided by the relevant

Shareholder to the Share Registrar on behalf of Asset

Plus (if any) or otherwise by cheque sent by ordinary

post to their address as recorded in Asset Plus’ share

register. No interest will be paid in respect of any

Premium payable. Payment of the Premium (if any) is

expected to be made by 14 April 2020.

Discretion to refuse or scale Shortfall

Bookbuild applications

Asset Plus reserves the right to determine who may

participate in the Shortfall Bookbuild in consultation

with the Lead Manager and may decline or scale

applications for New Shares by any Eligible Shareholder

or Institutional Investor under the Shortfall Bookbuild.

Augusta Commitment

Augusta has committed to subscribe for $5 million

of New Shares in the Rights Offer. This amount

represents approximately 26.5% of Augusta’s

aggregate Rights under the Rights Offer. Augusta’s

shareholding in Asset Plus is expected to decrease

from 18.85% as at the date of this Offer Document to

11.2% of the issued share capital upon completion of

the Offer.

Offer Document

12

All Unexercised Rights attributable to Augusta will be
offered to investors in the Shortfall Bookbuild. Augusta

will not participate in the Shortfall Bookbuild.

Underwriting Agreement

The Underwriter has fully underwritten the Offer

(excluding the amount of the Augusta Commitment).

This means that the Underwriter will subscribe at the

Application Price for those New Shares which are not

taken up either by Eligible Shareholders or under the

Shortfall Bookbuild in accordance with the terms of the

Underwriting Agreement.

The principal terms of the Underwriting Agreement are

as follows:

• The Underwriter has the power to appoint

sub-underwriters.

• The Underwriter will be paid an agreed fee for their

services in connection with the Offer.

• The Underwriter may terminate its obligations

under the Underwriting Agreement on the

occurrence of a number of events which are

usual for an offer of this nature (including if

Shareholders do not approve the Offer or the

Munroe Lane Development).

• Asset Plus has agreed to indemnify the

Underwriter and the Lead Manager (and each

of their related companies and each of their

respective directors, officers, partners, employees

and advisers) in connection with against certain

losses resulting from their role in the Offer

• Asset Plus is restricted from offering further Shares

or securities (subject to usual exclusions) for six

months after the Allotment Date, or otherwise

entering into any agreement whereby any person

may be entitled to the allotment and issue of any

Shares or other equity securities by Asset Plus, or

making any announcement of an intention to do

any of the foregoing, other than pursuant to

the Offer.

Allotment and Issue of New Shares

New Shares issued pursuant to the exercise of Rights

are expected to be allotted and issued on or by 8 April

2020. Holding statements confirming the allotment

of your New Shares will be issued and mailed in

accordance with the Listing Rules.

Terms and Ranking of New Shares

New Shares will rank equally with, and have the same

voting rights, dividend rights and other entitlements

as, Existing Shares in Asset Plus quoted on the NZX

Main Board.

Dividend Policy

Asset Plus’ current dividend policy is for a payout

ratio of between 90% and 100% of Distributable

Profit. Distributable Profit is a non-GAAP measure

and is defined as the net profit/(loss) before income

tax adjusted for non-cash items and/or non-recurring

items and current tax.

On 2 March 2020, Asset Plus declared an interim

dividend of 0.9 cents per Existing Share for the quarter

ended 31 December 2019, with a record date of 9

March 2020. New Shares issued under the Offer will not

be eligible to receive that dividend.

NZX Main Board Quotation

The Rights will not be quoted on the NZX Main Board.

The New Shares will be quoted on the NZX Main Board

upon completion of allotment procedures. The NZX Main

Board is a licensed market operated by NZX, which is

a licensed market operator regulated under the FMCA.

However, NZX accepts no responsibility for any statement

in this Offer Document.

NZX waiver

NZX has granted Asset Plus a waiver from Listing Rule

5.2.1, to permit certain of its “Related Parties” and

“Associated Persons” of its “Related Parties” (in each

case, as those terms are defined in the Listing Rules) to

participate in the Shortfall Bookbuild.

Stamping Fee

A broker stamping fee of 0.50% of application monies

on New Shares allotted will be paid to NZX Primary

Market Participants who submit a valid claim for

a broker stamping fee on successful applications,

subject to a maximum fee of $200 per application.

The aggregate broker stamping fee payable on all

successful applications will be limited to $20,000. In

the event that the total broker stamping fees payable

exceed $20,000, the stamping fee payable per

successful application will be scaled back on a pro rata

basis. No broker stamping fee will be payable in

respect of applications for New Shares under the

Shortfall Bookbuild.

No brokerage is payable by you for the issue to you

of New Shares. The broker stamping fee will be paid

by the Lead Manager. The Lead Manager reserves the

right to decline payment of broker stamping fees where

it considers that holdings have been split or otherwise

structured to take advantage of the stamping

fee arrangements.

Governing Law

The Offer, any contract resulting from it and this Offer

Document are governed by New Zealand law and each

person that submits an application for New Shares under

the Offer submits to the exclusive jurisdiction of the courts

of New Zealand.

Offer Document

13

Glossary
Offer Document

14

Acceptance FormThe personalised acceptance form accompanying this Offer Document for

Eligible Shareholders.

Agreement to Develop

and Lease

The agreement to develop and lease between Asset Plus Investments Limited

(a wholly-owned subsidiary of Asset Plus), Asset Plus and Auckland Council dated

20 December 2019.

Allotment Date8 April 2020.

Application Price$0.50 per New Share.

Asset Plus Asset Plus Limited.

AugustaAugusta Capital Limited.

Augusta CommitmentAugusta’s commitment to subscribe for $5 million of New Shares under the Rights Offer.

Bookbuild Price The price per New Share determined by Asset Plus and the Lead Manager through

the Shortfall Bookbuild process based on the bids received from Institutional Investors

and applications for additional New Shares received from Eligible Shareholders. The

Bookbuild Price will be equal to or above the Application Price.

Closing Date1 April 2020.

Corporations ActThe Australian Corporations Act 2001 (Cth).

EastgateThe Eastgate Shopping Centre, Christchurch owned by Asset Plus.

Eligible ShareholderA Shareholder who, as at 5:00pm on the Record Date:

• has a registered address in New Zealand or New Caledonia; or

• is an Institutional Investor with a registered address in Australia, Hong Kong

or Singapore,

and in each case who is not in the United States and not acting for the account or the

benefit of a person in the United States.

Existing ShareA Share on issue on the Record Date.

FMCAThe Financial Markets Conduct Act 2013.

Graham StreetThe property owned by Asset Plus at 35 Graham Street, Auckland.

Graham Street

Development

Asset Plus’ current preferred option for the proposed development of Graham Street,

being a full redevelopment of that property.

Ineligible ShareholderA Shareholder of Asset Plus who is not an Eligible Shareholder.

Institutional InvestorA person:

• in New Zealand, who Asset Plus considers is an institutional, habitual or

sophisticated investor (including a “wholesale investor” under the FMCA);

• in Australia, who Asset Plus considers is one of the following:

-a “sophisticated investor” within the meaning of section 708(8) of the

Corporations Act; or

-a “professional investor” within the meaning of section 708(11) of the

Corporations Act; and

-a “wholesale client” within the meaning of section 761G of the Corporations Act.

• in Hong Kong, who Asset Plus considers is a “professional investor” as defined

under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws

of Hong Kong;

• in Singapore, who Asset Plus considers is an “institutional investor” or an

“accredited investor” (as such terms are defined in the SFA),

and who is not in the United States and who is not acting for the account or benefit of a

person in the United States.

Investor PresentationThe presentation dated 10 March 2020 detailing the Munroe Lane Development.

Offer Document
15

Lead ManagerJarden Securities Limited.

Listing RulesThe listing rules of NZX in relation to the NZX Main Board (or any market in substitution

for that market) in force from time to time, read subject to any applicable rulings

or waivers.

Munroe Lane

Development

The development, construction and leasing of the Munroe Lane Property in accordance

with the Agreement to Develop and Lease as described in the Investor Presentation and

all other associated and related transactions, actions and matters that are reasonably

necessary to complete the development, construction and leasing of the Munroe Lane

Property in accordance with the Agreement to Develop and Lease.

Munroe Lane PropertyThe property located at 6-8 Munroe Lane, Albany, Auckland (being Lots 3 and 4

Deposited Plan 435114 contained in records of title 531791 and 531792).

New ShareA Share in Asset Plus offered under the Offer of the same class as, and ranking equally

in all respects with, Asset Plus' quoted Existing Shares at the Allotment Date.

Notice of MeetingThe notice of special meeting dated 10 March 2020.

NZXNZX Limited.

NZX Main BoardThe main board equity security market operated by NZX.

NZX Primary

Market Participant

Any company, firm, organisation, or corporation designated or approved as a primary

market participant from time to time by NZX.

OfferThe pro rata rights offer (including the Shortfall Bookbuild) detailed in this

Offer Document.

Offer DocumentThis offer document.

PremiumThe amount per New Share, if any, by which the Bookbuild Price exceeds the

Application Price.

Record Date18 March 2020.

RightThe right to apply for 1.235 New Shares for every 1 Existing Share held at 5.00pm on

the Record Date at the Application Price, issued pursuant to the Offer.

SFASecurities and Futures Act, Chapter 289 of Singapore.

ShareAn ordinary share in Asset Plus.

ShareholderA registered holder of Shares.

Share RegistrarLink Market Services Limited.

Shortfall BookbuildThe bookbuild process for New Shares attributable to Unexercised Rights.

Special MeetingThe special meeting of Shareholders to be held at 1.30pm on Tuesday 31 March 2020

at Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland.

UnderwriterJarden Partners Limited.

Underwriting AgreementThe agreement entered into between Asset Plus and the Underwriter dated 10

March 2020.

Unexercised Rights Those Rights not taken up by 5.00pm on the Closing Date, including the Rights

attributable to Ineligible Shareholders.

Note:

• All references to time are to New Zealand time unless stated or defined otherwise.

• All references to currency are to New Zealand dollars unless stated or defined otherwise.

• All references to legislation are references to New Zealand legislation unless stated or defined otherwise.

Directory
Issuer

Asset Plus Limited

c/- Augusta Funds Management Limited

Level 2, Bayleys House

30 Gaunt Street, Wynyard Quarter

Auckland 1010

Phone +64 9 300 6161

www.assetplusnz.co.nz

Legal Adviser

Bell Gully

Level 21

48 Shortland Street

Auckland 1010

Phone +64 9 916 8800

Financial Adviser to Asset Plus

Maher & Associates Limited

Unit 10B, 17 Albert Street

Auckland 1010

Phone +64 9 972 2149

Lead Manager & Underwriter

Jarden Securities Limited (as Lead Manager)

Jarden Partners Limited (as Underwriter)

Level 39, ANZ Centre

23-29 Albert Street

Auckland 1010

Phone +64 9 302 5500

If you have any queries about the number of Rights shown on the

Acceptance Form which accompanies this Offer Document, or how

to apply online or complete the Acceptance Form, please contact the

Share Registrar at:

Share Registrar

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street, PO Box 91976

Auckland 1142

Phone +64 9 375 5998

www.linkmarketservices.co.nz

applications@linkmarketservices.co.nz

Offer Document

16

Notes
Offer Document

17

Notes
Offer Document

18

---

Corporate Action Notice
(Other than for a Distribution)

25565421_1.docx

Page 1 of 1

Section 1: issuer information (mandatory)

Name of issuer Asset Plus Limited

Class of Financial Product Ordinary shares in Asset Plus Limited

NZX ticker code APL

ISIN (If unknown, check on NZX website) NZNAPE0007S3

Name of Registry Link Market Services Limited

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue

X

Capital

reconstruction

Non

Renounceable

Rights issue


Call Bonus issue

Record date 18/3/2020

Ex-Date (one business day before the

Record Date)

17/3/2020

Currency NZD

Section 2: Rights issue

Number of Rights to be issued Approximately 199,971,734 rights (subject to rounding)

Number of Financial Products to be issued

under the Rights issue

Approximately 199,971,734 Ordinary Shares (subject to

rounding)

ISIN of Rights Security (if applicable) N/A

Minimum rights (if any) N/A

Rights ratio (for example 1 for 2) 1.235 for 1

Treatment of fractions

Where fractions arise in the calculation of rights, they will

be rounded down to the nearest share.

Subscription price $0.50 per share.

Letters of rights mailed The Offer Document (and accompanying Acceptance

Form) will be sent to eligible shareholders on or about

Thursday 19/3/2020.

Offer close 5pm (NZT) on 01/04/2020

Quotation Date (if applicable) N/A

Allotment Date 08/04/2020

Authority for this announcement

Name of person authorised to make this

announcement

Luke Fitzgibbon

Contact person for this announcement Luke Fitzgibbon

Contact phone number 64 9 320 5591

Contact email address luke@augusta.co.nz

Date of release through MAP 10/03/2020

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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