Asset Plus announces capital raising of $100 million
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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3
2
0
2
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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
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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.
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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
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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
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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 $0.7m, 18% on FY19)
11
1.Forecast results for the year ending 31 March 2020. Forecasts are subject to financial performance through the remainder of FY20, year-end adjustments, audit review, and the approval of the Asset Plus Board.
2.AFFO stands for ‘Adjusted Funds From Operations’, and is non-GAAP financial information, calculated based on guidance issued by the Property Council of Australia. Asset Plus considers that AFFO is a useful measure for shareholders
and management because it assists in assessing the Company’s underlying operating performance. This non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable
to similar financial information prescribed by other entities. A reconciliation of the total forecast comprehensive income after tax to AFFO is included at Appendix 6.
3.Based on draft valuations received and approved by the Board which are subject to finalisation by the issuing valuerand audit on or after 31 March 2020. Further details will be included in Asset Plus’full year results announcement for
the year ended 31 March 2020.
FY20 Forecast
Asset Plus, Developments and Equity Raising | March 2020
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Portfolio update
Forecast as at 31 March 2020
12
Eastgate, ChristchurchStoddard Rd, AucklandGraham Street, AucklandMunroe Lane, Auckland
Valuation ($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
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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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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”
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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
Assetplusnz.co.nz
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
Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz
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
Assetplusnz.co.nz
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
Assetplusnz.co.nz
DIVIDENDS
Artist impression of the Munroe Lane Development
0
7
Asset Plus, Developments and Equity Raising | March 2020
Assetplusnz.co.nz
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
Assetplusnz.co.nz
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
Asset Plus, Developments and Equity Raising | March 2020
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.
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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.
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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.
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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.
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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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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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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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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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