Capital Raise to Provide Funding Flexibility for Growth
IMMEDIATE – 29 April 2020
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Capital Raising
Announcement
29 April 2020
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2InvestoreProperty Limited
Disclaimer and Important Notice
This presentation has been prepared by InvestoreProperty Limited (Investore) in relation to the placement and retail offer of new
shares in Investore(New Shares) to be made to:
•Eligible institutional and other selected investors (Placement); and
•Eligible shareholders of Investore(Share Purchase Plan),
under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) and in reliance on a class waiver and ruling
issued by NZX Regulation dated 19 March 2020 and a waiver issued by NZX Regulation in favourof Investoredated 29 April
2020 (the Placement and the Share Purchase Plan, together, are the Offer).
Information
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the
information which a prospective investor may require in evaluating a possible investment in Investoreor that would be required in
a product disclosure statement for the purposes of the FMCA. Investoreis subject to a disclosure obligation that requires it to
notify certain material information to NZX Limited (NZX). This presentation should be read in conjunction with Investore'sother
periodic and continuous disclosure announcements released to NZX. No information set out in this presentation will form the basis
of any contract.
NZX
The New Shares will be quoted on the NZX Main Board following completion of allotment procedures. However, NZX accepts no
responsibility for any statement in this document. NZX is a licensed market operator, and the NZX Main Board is a licensed market
under the FMCA. Investorehas been designated as a "Non-Standard" (NS) issuer by NZX.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to
acquire Investoresecurities, andhas 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 Investoreis subject to investment and other known and unknown risks, some of which are beyond
the control of Investore. Investoredoes not guarantee any particular rateof return or the performance of Investore.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or any
other law (and will not be lodged with the Registrar of Financial Service Providers). This presentation is for information purposes
only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to purchase
New Shares in the Share Purchase Plan must be made on the basis ofthe 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 Share Purchase Plan should consider the Offer Document in deciding to apply under that offer. Anyone who
wishes to apply for New Shares under the Share Purchase Plan will need to apply in accordance with the instructions containedin
the Offer Document and the application form. This presentation does not constitute investment or financial advice (nor tax,
accounting or legal advice) or any recommendation to acquire New Shares and does not and will not form any part of any contract
for the acquisition of New Shares. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy,any
securities in the United States. The distribution of this presentation outside New Zealand may be restricted by law. Any recipient of
this presentation who is outside New Zealand must seek advice on and observe any such restrictions. Refer to the section
“International offer restrictions” of this presentation for information on restrictions on eligibility criteria to participate in the Offer.
Disclaimer
None of Investore, Stride Investment Management Limited (SIML), Goldman Sachs New Zealand Limited or their related
companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or
advisors, as the case may be (Specified Persons), have independently verified or will verify any of the content of this
presentation and none of them are under any obligation to you if they become aware of any change to or inaccuracy in the
information in this presentation.
To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability whatsoever for any loss,
damage or other consequence (whether foreseeable or not) suffered by any person from the use of the content of this
presentation, from refraining from acting because of anything contained in or omitted from this presentation or otherwise arising in
connection therewith (including for negligence, default, misrepresentation or by omission and whether arising under statute, in
contract or equity or from any other cause). No Specified Person makes any representation or warranty, either express or implied,
as to the accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring
any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation and content of
this presentation and waive any rights you may otherwise have in this respect.
Past performance
Past performance information provided in this presentation may not be a reliable indication of future performance. No guarantee
of future returns is implied or given.
Forward-looking statements
This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations and
business of Investore. Forward-looking statements can generally be identified by use of words such as 'project', 'foresee', 'plan',
'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will' or similar expressions. This also includes statements
regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the plans, objectives
and strategies of the management of Investore, statements about the industry and the markets in which Investoreoperates and
statements about the future performance of Investore'sbusiness. Any indications of, or guidance or outlook on, future earnings or
financial position or performance and future distributions are also forward-looking statements. All such forward-looking statements
involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are
outside the control of Investore, which may cause the actual results or performance of Investoreto 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. Except as required by law or regulation (including the NZX Listing Rules), Investore
undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent tosuch
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 judgementof
Investorefrom the information available as of the date of this presentation. A number offactors could cause actual results or
performance to vary materially from the projections, including the risk factors set out in this presentation. Investors should consider
the forward-looking statements in this presentation in light ofthose risks and disclosures. You are strongly cautioned not to
place undue reliance on any forward-looking statements, particularly in light ofthe current economic climate and the
significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.
For purposes of this Disclaimer and Important Notice, "presentation" shall mean the slides, any oral presentation of the slides by
Investore, any question-and-answer session that follows that oral presentation, hard copies of this document and any materials
distributed at, or in connection with, that presentation.
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to
change without notice. Investorereserves the right to withdraw, or vary the timetable for, the Placement or the Share Purchase
Plan, without notice.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will
be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents
of this Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information
contained in this presentation; (iii) you will base any investment decision solely on information released by Investorevia NZX
(including, in the case of the Share Purchase Plan, 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.
v
Bunnings Rotorua
Countdown Rolleston226 Great South Road, Auckland
Countdown Meadowbank
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4InvestoreProperty Limited
Contents
05Overview
06Key metrics
07Offer overview
08Investore’sstrategy
09Key investment highlights
16Offer summary
17Use of proceeds and outlook
18Offertimetable
19Key risks
22Pro forma balance sheet
23International offerrestrictions
Investorehas been designated as a "Non-Standard" (NS) issuer by NZX Limited (NZX). A copy of the waivers granted by
NZX from the NZX Main Board Listing Rules dated 20 March 2020 (specifically, Listing Rules 2.2.1 to 2.8.1 and 2.10.1) in
respect of Investore's "NS" designation can be found at www.nzx.com/companies/IPL/documents.
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5InvestoreProperty Limited
Overview
•InvestoreProperty Limited (Investore) is seeking to raise up to $100m through a $85m underwritten placement and a $15m share purchase plan, with
the ability to accept up to $5m of additional applications under the share purchase plan at Investore’sdiscretion (the Offer)
•The net proceeds of the Offer will be used to provide funding flexibility to continue Investore’sstrategy to grow its portfolio, positioning it well to
secure investment opportunities that may arise, and continue its objective of maximisingdistributions and total returns to investors over the medium
to long term
•The Offer will also strengthen Investore’sbalance sheet, with proforma loan to value ratio (LVR) on completion of the Offer expected to reduce from
41.8%
1
to 30.9%
2
•As at 31 March 2020, Investore’sportfolio (excluding the three properties to be acquired from SPL) was valued at $761.4m, representing a net
12 monthrevaluation gain of +1.0%.These valuations remain subject to audit finalisation as part of completing the financial statements for the year
ended 31 March 2020 (FY20). The independent valuers engaged by Investorehave included material valuation uncertainty clauses in their reports.
These clauseshighlightthat less certainty, and consequently a higher degree of caution, should be attached tothe valuations as a result of the
COVID-19 pandemic (refer to page 20for further details)
•The acquisition of the three properties from Stride Property Limited (SPL) as announced in November 2019 is now unconditionaland is expected to
settle on 30 April 2020. Investorehas recently had these properties revalued in connection with the settlement arrangements, and, taking into
accountthe impact of COVID-19, the valuations have decreased by $7.0m to $133.8m
•Upon acquisition of the three properties from SPL, the weighted average capitalisation rate for the Investoreportfolio will be 6.1%
•COVID-19 has had a limited impact on Investoreto date, as its portfolio comprises a high proportion of ‘essential businesses’ (as set out on the
Government website covid19.govt.nz) and a small number of leases which contractually permit tenants to suspend or abate rental payments due to
the Government lockdown restrictions
•The Board reconfirms that it currently expects the total cash dividend forFY20 to be maintained at 7.60 cents per share (assuming no further
deterioration in economic conditions due to COVID-19)
•Following the Offer and resulting lower LVR, and after allowing for the benefits of the recent acquisition of the three properties from SPL, the tax
effect of the new depreciation allowances of approximately $2.2m for FY21, excluding the contribution arising from any futureacquisitions, and
assuming no further deterioration in economic conditions due to COVID-19, Investorecurrently expects to pay a minimum cash dividend of 7.60
cents per share for FY21, in accordance with its dividend policy of paying between 95 and 100% of distributable profit
3
Note: LVR calculated as drawn debt divided by investment property value (excluding land lease liability).
1.As at 31 March 2020, adjusted to include the $133.8m value of the three large format retail properties to be acquired from SPL, as well as the debt to be drawn to fund the settlement of that acquisition.
2.As at 31 March 2020, adjusted to include the $133.8m value of the three large format retail properties to be acquired from SPL, as well as the debt to be drawn to fund the settlement of that acquisition, and assuming that the
net proceeds of the Offer, estimated to be $97.7m (assuming gross proceeds of $100m) is used to repay Investore’sdrawn bank facilities as at 31 March 2020. Refer pro forma balance sheet on page 22.
3.Distributable profitconsists of net profit/(loss) before income tax, adjusted for determined non-recurring and/or non-cash items (including non-recurring adjustments for incentives payable to anchor tenants for lease
extensions) and current tax.Distributable profit is a non-GAAP measure and does not have a standard meaning prescribed by GAAP and therefore may not be comparable to information presented by other entities. See note
3.3 to Investore'sinterim financial statements for the period ended 30 September 2019 for further information on the method of calculation of distributable profit and for a reconciliation of distributable profit to NPAT.
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6InvestoreProperty Limited
Key metrics
Proforma LVR
1
post Offer
30.9%
31March 2020
valuations
2
$761.4m
(+1.0% net revaluation gain
from 31 March 2019)
Pro forma portfolio
valuation
post acquisition
3
$895.2m
Net Tangible Assets
(NTA)per share
4
prior to Offer
$1.71
Up from $1.70 at
30 September 2019
Expected NTA per
share
post Offer
5
$1.68
FY20 cash dividend
guidance confirmed
6
7.60cps
* With the ability to accept additional applications of up to $5m at Investore’sdiscretion.
Offer
$100m*
Key Offer Metrics
$85m
Placement
$15m*
Share Purchase Plan
Offer OverviewInvestoreFinancial Overview
1.See footnote 2 on page 5.
2.These valuations remain subject to audit finalisation.The independent valuers have included material valuation uncertainty clauses in their reports as a result of COVID-19. These clauseshighlightthat less certainty, and
consequently a higher degree of caution, should be attached tothe valuations as a result of the COVID-19 pandemic (refer to page 20 for further details).
3.Calculated by taking the 31 March 2020 valuations (which remain subject to audit finalisation) of Investore’s current portfolio plus the recent independent valuation of $133.8m of the three properties to be acquired from
SPL.
4.Based on 31 March 2020 valuations (which remain subject to audit finalisation), adjusted to include the $133.8m value of the three properties to be acquired from SPL.
5.Assuming $100mof additional equity, at $1.59per share, equating to an additional 62,893,083shares issued.
6.Assuming no further deterioration in economic conditions due to COVID-19.
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7InvestoreProperty Limited
1.Contract Rental is the amount of rent payable by each tenant, plus other amounts payable to Investoreby that tenant under the terms of the relevant lease as at 31 March 2020, annualisedfor the 12 month period on the basis of
the occupancy level for the relevant property as at 31 March 2020, and assuming no default by the tenant.
2.See footnote 2 on page 5.
3.Undrawn facilities as at 31 March 2020 as if the new facility and extended facility announced on 28 April 2020 had been in place at that date, adjusted for thedebt to be drawn to fund the settlement of the three large format retail
properties to be acquired from SPL, and assuming that the net proceeds of the Offer, estimated to be $97.7m, is used to repay Investore’sdrawn bank facilities as at 31 March 2020. Refer pro forma balance sheet on page 22.
4.See footnote 1 on page 5.
5.See footnote 5 on page 6. Refer pro forma balance sheet on page 22 for further information.
Offer
•Investoreis undertaking the Offer which comprises:
•An underwritten institutional placement to eligible investors to raise $85m (Placement)
•A non-underwritten Share Purchase Plan to raise $15m, with the ability to accept additional applications of up to $5m at Investore’sdiscretion(Share
Purchase Plan)
•New Shares to be issued under the Placement are underwritten at a price of $1.59 per share, representing a 10.2% discount to the closing price of $1.77on
28 April 2020. The number and final pricing of New Shares being offered under the Placement will be determined via a bookbuild process today
•The Placement represents ~17.6% of the pre-Placement shares on issue (subject to final pricing)
•The Placement is underwritten by Goldman Sachs New Zealand Limited
Rationale
•The net proceeds from the Offer will be used to provide funding flexibility, positioning Investorewell to secure investment opportunities that may arise, and
continue its objective of maximising distributions and total returns to investors over the medium to long term
•Investoreis the only NZX listed company focused on large format retail properties.These properties typically have long-lease terms, high occupancy rates,
and leases to nationally recognisedretailers such as Countdown and Bunnings
•Investore’sstrategy of focusing on tenants that operate in the ‘everyday needs’ category means that a high proportion of its portfolio by Contract Rental
1
comprises ‘essential businesses’ based on Government advice published on the covid19.govt.nz website. Supermarket tenants in particular continueto trade
strongly
•The Offer will strengthen Investore’sbalance sheet, with postOffer pro forma LVR expected to be 30.9%
2
, providing Investorewith a strong balance sheet,
enabling it to manage any unexpected downside scenarios and positioning it to continue its strategy of targeted growth. With over $143m in undrawn facilities
expected on completion of the Offer
3
, Investorewill be well positioned to take advantage of any investment opportunities that arise
Financial
impact
•The Offer is expected to have the following impacts:
•Pro forma LVRof 30.9%
2
, down from 41.8% (pro forma as at 31 March 2020, excluding the Offer
4
) and belowthe Board’s stated maximum LVR of 48%
•Pro formaNTA per share of $1.68
5
, down from $1.71 (being NTA as at 31 March 2020, as if the acquisition from SPL had settled as at that date)
•Undrawn debt facilities are expected to increase to over $143m immediately following the Offer
3
•Investorecurrently expects the total cash dividend forFY20 to be maintained at 7.60 cents per share and the FY21 total cash dividend tobe a minimum of
7.60 cents per share (assuming no further deterioration in economic conditions due to COVID-19, and, in relation to the FY21 dividend, after allowing for the
benefits of the acquisition from SPL expected to settle on 30 April and the tax effect of the new depreciation allowances of approximately $2.2m for FY21,
and excluding the contribution arising from any future acquisitions)
Offer overview
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8InvestoreProperty Limited
Investore’s strategy
1. Active Portfolio Management
Focus on owning well-located properties with
long lease terms and high occupancy, with
nationally recognised quality tenant brands,
and maintaining strong and enduring tenant
relationships that support the portfolio
4. Proactive Capital Management
Proactive capital management to maintain a
healthy and flexible balance sheet for growth,
while preserving sustainable returns to
investors
2. Targeted Growth
Considered acquisitions and developments
which deliver growth, while continuing to
enhance geographical and/or tenant portfolio
diversification
3. Continued Portfolio Optimisation
Development of existing properties to meet
the needs of tenants and the surrounding
catchment, which may include acquiring sites
adjacent to existing properties, to provide
development options for the future
Investore’sstrategy is to
invest in quality, large
format retail properties
throughout NewZealand,
and actively manage
shareholders’ capital, to
maximisedistributions
and total returns over the
medium to long term
Investorefocusses on
tenants which meet New
Zealand consumers’
everyday needs, making it
well positioned to optimise
returns, providing a
secure income stream for
investors
InvestoreProperty Limited
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9InvestoreProperty Limited
Key investment highlights
1.As at 31 March 2020, assuming thatthe acquisition of the three properties from SPL had settled as at that date.
2.See footnote 1 on page 7.
3.See footnote 2 on page 5.
4.As at 31 March 2020, as if the new facility and extended facility announced on 28 April 2020 had been in place at that time.
5.See footnote 3 on page 7.
6.Based on Investore’sexisting banking facilities and portfolio valuations, and subject to being able to secure additional debt funding.
7.Includes three SPL properties to be settled on 30 April 2020 for $140.75m; three Bunnings operated properties acquired in February 2018 for $78.5m; Countdown New Brighton acquired in October 2019 for $5.75m; and smaller
acquisitions of properties adjacent to existing properties for a total of $2.6m.
8.Total shareholder return calculated as cumulative share price and dividend return since listing date of 12 July 2016 until 28 April 2020.
Majority of tenants
represent ‘everyday
needs’
Anchor
tenants with long
lease terms
Limited impact
from COVID-19 to
date
Proactive capital
management
Positioned for
growth opportunities
Track record of
delivering strong
returns
•Around 71%of Investore’sportfolio
1
by Contract Rental
2
is categorised by Investoreas ‘everyday needs’, drawing customers to
the properties on a regular basis and providing a strong tenant proposition
•After the settlement of the acquisition of three properties from SPL (pro forma as at 31 March 2020):
•Anchor tenants comprise 87% of Investore’sportfolio by Contract Rental
•Weighted average lease term (WALT) is 10.4years and 71% of Contract Rental expiry is in 2030 or beyond
•Investore’sportfolio comprises a high proportion of ‘essential businesses’, as set out on the Government website covid19.govt.nz
•A limited number of leases contain contractual rights for tenants to suspend or abate rental payments due to the Government
lockdown restrictions
•Investorecurrently expects the impact of COVID-19 to result in reduced gross rent for FY21 of between $1m and $2m
•Post the Offer, pro forma LVR is expected to be 30.9%
3
, providing balance sheet flexibility
•Investore has a weighted debt maturity of 3.3years
4
with no banking facilities expiring until June 2021
•Investoreexpects to have undrawn debt facilities of over $143m following the Offer
5
•Following the Offer Investoreexpects to be well positioned to take advantage of investment opportunities that arise, to further its
strategy of targeted growth
•Investorewould be able to acquire ~$295m of additional properties while remaining within the Board’s stated maximum LVR of
48%
6
•Investorehas delivered strong returns for shareholders since listing:
•Successful acquisition of over $225m of property over the last three years
7
•Total shareholder returns of 36.3% since listing
8
, outperforming the S&P/NZX All Real Estate Index of 29.2%for the same
period
1
2
3
4
5
6
Investore’s portfolio delivers resilient cash flows that support distributions
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10InvestoreProperty Limited
Majority of tenants represent ‘everyday needs’
1
Around 71% of Investore’s portfolio
1
is categorisedas ‘everyday needs’, drawing
customers to the properties on a regular basis and providing a strong tenant proposition
Note: Numbers may not sum due to rounding.
1.By Contract Rental (see footnote 1 on page 7), as at 31 March 2020, assuming thatthe acquisition of the three properties from SPL had settled as at that date.
Everyday needs (71%)
Countdown
New World
Pak'nSave
Animates
Pet Essentials
Hardware (16%)
Bunnings
Resene
Mitre 10
General Merchandise / Retail (9%)
The Warehouse
Hunting & Fishing
Briscoes
Freedom Furniture
Food / Beverage (3%)
McDonald's
St Pierre's Sushi
Domino's
Columbus Coffee
Burger Fuel
Pita Pit
Not all tenants are reflected in the above
Everyday Needs,
71%
Hardware,
16%
General Merchandise /
Retail, 9%
Food / Beverage, 3%
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11InvestoreProperty Limited
Anchor tenants with long lease terms
2
Investore’s resilient portfolio
1
comprises a high proportion of anchor tenants
(87% by Contract Rental
2
), long portfolio WALT of 10.4 years and 71% of Contract Rental
expiring in 2030 or beyond
Note: Numbers in charts may not sum due to rounding
1.All figures are pro forma as at 31 March 2020, assuming that the acquisition of the three properties from SPL had settled as at that date.
2.See footnote 1 on page 7.
11
4.3%
3.5%
1.2%
4.5%
5.4%
1.7%
4.6%
3.2%
1.0%
14.6%
5.1%
0.0%
18.0%
3.5%
29.4%
WALT 10.4
years
Anchor tenant concentration
Lease expiry profile
1%
1%
2%
3%
5%
13%
63%
NZ Post
Briscoes Group
The Warehouse Group
Mitre 10
Foodstuffs
Bunnings
Countdown
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12InvestoreProperty Limited
Limited impact from COVID-19 to date
3
Investore’sportfolio comprises a high proportion of ‘essential businesses’, with a limited number
of leases permitting tenants to suspend or abate rental payments due to Government restrictions
InvestoreProperty Limited
•Including the three properties to be acquired from SPL on 30 April
2020, over 80% of Investore’sportfolio is classed as ‘essential
businesses’ as set out on the Government website covid19.govt.nz,
including supermarkets, pharmacies and hardware stores, a vital part
of the supply chain for New Zealanders
•Investorehas a limited number of leases (by Contract Rental
1
) which
contain contractual rights for tenants to suspend or abate rental
payments due to the Government lockdown restrictions
•Based on discussions to date with tenants, Investorecurrently
2
expects the impact of COVID-19 to result in reduced gross rent for
FY21 of between $1m and $2m. Investoreis also discussing deferred
payment arrangements with other tenants, but expects almost all
deferred rental will be received within FY21
InvestoreProperty Limited
1.See footnote 1 on page 7.
2.Assuming no further deterioration in economic conditions due to COVID-19.
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13InvestoreProperty Limited
$225m
$195m
$135m
$75m$75m
2.6%
2.7%
2.8%
2.9%2.9%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
$0m
$50m
$100m
$150m
$200m
$250m
Mar-20Mar-21Mar-22Mar-23Mar-24
Notional fixed rate debt (net of fixed-to-floating hedging)
Weighted average interest rate of fixed rate debt (excl. margin and line fees)
Proactive capital management
•Upon completion of the Offer, pro forma LVR is expected to be 30.9%
1
,
providing significant balance sheet flexibility up to the Board’s stated
maximum LVR of 48%
•Investorehas extended the term of a $101m debt facility for a further
threeyears to June 2024 andsecured a new $50m, 5 yearfacility
•Investorehas a weighted debt maturity of 3.3years
2
, with no banking
facilities expiring until June 2021
•Investoreis expected to have a strong liquidity position, with undrawn
debt facilities of over $143m at completion of the Offer
3
OverviewDebt metrics
1.See footnote 2 on page 5.
2.See footnote 4 on page 9.
3.See footnote 3 on page 7.
4.Includes $100m of bonds expiring in FY25.
5.As at 31 March 2020, assuming thatthe acquisition of the three properties from SPL had settled and the Offer
had completed as at that date, and as if the new facility and extended facility announced on 28 April 2020 had
been in place at that date.
Debt facilities expiry profile
2
($m)
Pro forma post
Offer
5
30-Sep-2019
Facility limit ($m)$420m$370m
Drawn debt ($m)$276.4m$305m
Average debt maturity (yrs)
3.3
2
2.7
LVR (%)
30.9%
1
40.6%
WALT (yrs)10.411.9
% debt fixed or hedged81%84%
Average fixed/hedged interest rate maturity (yrs)2.43.0
4
Proceeds of the Offer will provide funding flexibility to continue Investore’s strategy to grow the
portfolio, positioning it well to secure investment opportunities that may arise
$99m
$70m
$201m
4
$50m
FY21FY22FY23FY24FY25FY26
Fixed interest rate profile as at 31 March 2020
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14InvestoreProperty Limited
Positioned for growth opportunities
5
The Offer willposition Investore well to take advantage of investment opportunities
to further its strategy of targeted growth
•Following completion of the Offer:
oInvestoreexpects to have undrawn debt facilities of over $143m
1
, enabling it to further its strategy of targeted growth, and
undertake quality, earnings accretive opportunities as they arise
oInvestore’sLVR is expected to be 30.9%
2
, below the InvestoreBoard’s stated maximum of 48%, and well within the bank and
bond covenant maximum of 65%
•Investorewould be able to acquire ~$295m of additional properties while remaining within the Board’s stated maximum LVR of 48%
3
761.4
4
133.75895.2 -895.2
238.4 135.75
5
374.2 (97.7)
6
276.4
Investment property
Total drawn borrowings
1.See footnote 3 on page 7.
2.See footnote 2 on page 5.
3.See footnote 6 on page 9.
4.See footnote 2 on page 6.
5.This represents the balance of the purchase price payable on settlement, being the purchase price less the $5m deposit already paid in relation to this acquisition.
6.Expected net proceeds of the Offer, assuming $85m of proceeds from the underwritten placement and $15m from the share purchase plan, less estimated costs of the Offer.
31.3%
41.8%
30.9%
+10.5%
(10.9%)
31-Mar-20Acquisition from SPLPro forma post
acquisition from SPL
Placement and share
purchase plan
Pro forma post offer
Pro forma LVR (%) –assuming $100m of new shares issued under the Offer
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15InvestoreProperty Limited
Growth
drivers
•Focus on large format retail, with tenants that operate in non-discretionary or ‘everyday needs’ retail categories, supporting Investore’sstrategy of
optimisingreturns and providing a secure income stream for investors
•Proven asset management capabilities, through the ongoing delivery of strong operational performance
•Successful acquisition of over $225m of properties over the last three years
1
•Average net revaluation movement over FY17-FY20 of 2.2% p.a.
Total
shareholder
return
•Investorehas delivered strong returns for shareholders over the last
12 months and to date has been relatively resilient in the volatile
market conditions caused by COVID-19
•Total shareholder returns of 13.2% over the last 12 months
2
,
outperforming the NZX 50 Index of 7.7% and the S&P/NZX All Real
Estate Index of 1.0%
•Since listing Investorehas provided total shareholder returns of
36.3%, outperforming the S&P/NZX All Real Estate Index of 29.2%
for the same period
3
Total shareholder return (last 12 months)
2
Track record of delivering strong returns
1.See footnote 7 on page 9.
2.Total shareholder return calculated as cumulative share price and dividend return over period from 26 April 2019 to 28 April 2020.
3.Total shareholder return calculated as cumulative share price and dividend return since listing date of 12 July 2016 to 28 April 2020.
6
Investore has delivered strong returns for shareholders since listing, with aproven
track record of delivering growth
15
13.2 %
1.0 %
7.7 %
IPLS&P/NZX All Real EstateNZX50
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16InvestoreProperty Limited
Offer summary
Structure
•Underwritten Placement to eligible investors
•Share Purchase Plan offer to all eligible shareholders with a registered address in New Zealand on the Record Date, under which each
eligible shareholder can apply for up to $50,000 of New Shares
•Structured to be as fair as possible for all existing shareholders. Almost all shareholders (unless restricted due to legal constraints) will
be able to participate (through the Placement or Share Purchase Plan).If scaling is required for the Share Purchase Plan, it will be by
reference to existing shareholdings on the Record Date for the Share Purchase Plan
Gross
proceeds
•$100mcomprising:
•Placement of $85m, which is ~17.6% of the pre-Placement shares on issue (at the underwritten floor price)
•Share Purchase Plan of $15m(with the ability to accept additional applications up to $5mat Investore’ssole discretion)
Issue
price
•New Shares under the Placement will be issued at a price determined via a bookbuild process with an underwritten floor price of $1.59
•New Shares under the Share Purchase Plan will be issued at the lower of:
•The final Placement price
•A 2.5% discount to the 5-day volume weighted average price (VWAP) up to the end of the Share Purchase Plan offer period
•The underwritten floor price in the Placement represents a discount of:
•10.2% to the last close on 28 April 2020 of $1.77
•9.2% to the 5 dayVWAP up to and including 28 April 2020 of $1.75
Ranking
•New Shares will rank equally with Investoreshares on issue at the date of issue of the New Shares
•The New Shares under both the Placement and Share Purchase Plan will be entitled to any future distributions declared by Investore
after the relevant allotment date
Underwriting
•The Placement is underwritten by Goldman Sachs New Zealand Limited
Stride
Commitment
•SPL has committed to participate in the Placement to maintain its 19.4% shareholding (post Placement but prior to allotment of New
Shares under the Share Purchase Plan)
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17InvestoreProperty Limited
Use of proceeds and outlook
•The net proceeds of the Offer will be used to provide funding
flexibility to continue Investore’sstrategy to grow its portfolio,
positioning it well to secure investment opportunities that may
arise, and continue its objective of maximising distributions and
total returns to investors over the medium to long term
•The net proceeds of the Offer will initially be used to pay down
drawn debt facilities from $374.2m to $276.4m
1
, with the result
that Investorewill have over $143m in undrawn bank facilities
2
•Following the Offer, Investoreexpects pro forma LVR to
reduce to 30.9%
3
, well below the InvestoreBoard’s stated
maximum LVR of 48% and bank and bond covenant maximum
of 65%
•Investoreexpects to pay a minimum cash dividend of 7.60
cents per share for FY21
4
, excluding the contribution arising
from any future acquisitions
•Investorewill continue to pursue investment opportunities as
they arise, with an intention to improve shareholder returns
over the medium to long term
1.Pro forma bank debt is as at 31 March 2020, adjusted to include the debt to be drawn down to
fund the settlement of the three large format retail properties to be acquired from SPL, and
assuming that the net proceeds of the Offer, estimated to be $97.7m (assuming gross proceeds
of $100m), is used to repay Investore’sdrawn bank facilities.
2.See footnote 3 on page 7.
3.See footnote 2 on page 5.
4.Assuming no further deterioration in economic conditions due to COVID-19.
InvestoreProperty Limited
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18InvestoreProperty Limited
Placement
Announcement of Offer and cleansing notice released to the NZXWednesday 29 April 2020
Investoreenters trading halt and bookbuild undertaken, Placement price determinedWednesday 29 April 2020
Trading halt liftedThursday 30 April 2020
Placement settlement date, allotment of NewShares under the Placement and tradingcommences on the NZXTuesday 5 May 2020
Share Purchase Plan
Share Purchase Plan Record Date –5pm NZTTuesday 28 April 2020
Expected release of the Share Purchase Plan offer document and application form, Share Purchase Plan opensTuesday 5 May 2020
Share Purchase Plan closing date –5pm NZTThursday 14 May 2020
Share Purchase Plan price announcedFriday 15 May 2020
Share Purchase Plan settlement date, allotment of NewShares under the Share Purchase Plan and trading
commences on the NZX
Wednesday 20 May 2020
Offer timetable
Dates above are subject to change and are indicative only.
Investore reserves the right to amend this timetable subject to
applicable laws and NZX Listing Rules. Investore reserves the
right to withdraw the Offer at any time at its absolute discretion.
18
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19InvestoreProperty Limited
Key risks
Investore’sbusiness activities are subject to a number ofrisks which may, individually
or in combination, affect the future operating performance of Investoreand the value
of an investment in Investore. Investors should carefully consider, and make their own
assessment of these risks, including the risk factors described below, before deciding
whether to invest in New Shares. This section does not set out all the risks related to
an investment in Investoreand has been prepared without reference to your personal
circumstances. Some risks may be unknown and other risks, currently believed to be
immaterial, could turn out to be material. You should seek independent advice before
deciding whether to invest in New Shares.
Impact of COVID-19 and macroeconomic risks
•Share price uncertainty: Events relating to COVID-19 have resulted in
significant market falls and volatility, including in the prices of securities trading on
the NZX Main Board. There is continuing uncertainty as to the further impact of
COVID-19, including in relation to the NZ Government response, work stoppages,
lockdown, quarantines, travel restrictions and unemployment. Any of these events
and resulting fluctuations (as well as other factors) may adversely impact the
market price of Investore'sshares, impacting the price at which investors are able
to sell Investoreshares, if at all. None of Investore, its Board, the Manager, the
Underwriter, or any other person guarantees the market performance of the New
Shares, and no assurances can be given that the New Shares will trade at or
above the Offer Price.
•Economic downturn: In light of COVID-19 and other recent New Zealand and
global macroeconomic events, New Zealand may experience an economic
downturn of uncertain severity and duration, which may materially affect
Investore’stenants or leasing demand for large format retail properties. This may
have an adverse impact on rents and/or Investore’sability to lease premises.
Although a significant majority of Investore’stenants operate supermarkets and
other businesses focused on 'everyday needs', those businesses may still be
adversely affected by COVID-19 and any consequential economic downturn.
•Online purchases: Due to the lockdown consumers have been encouraged to
make purchases online. The extent to which this may continue, and the response
of Investore’stenants to this change in behaviour is currently uncertain. It is
possible that a structural change in shopping behaviour may lead to a reduction in
the demand for large format retail properties in their current locations and/or may
impact on rental income to Investorefrom its properties, including turnover rental.
If Investoredoes not successfully adapt to change, this may have an adverse
impact on its operating and financial performance.
•Tax changes: The Government has announced changes to support the economy
during COVID-19, including reintroducing rules permitting tax deductibility of
depreciation on buildings. This is currently expected to provide some financial
benefit to Investorein FY21 and future years. However, there is no certainty that
this new depreciation allowance on buildings will remain in place.
Due to the level of uncertainty, the full impact of COVID-19 on Investoreis not yet
able to be determined.
Tenants and rental income
Investoreis dependent on relationships with its tenants. Investoreis exposed to the
risk that its tenants are unable to fulfil their contractual obligations, including payment
of rent, which is heightened in the current economic environment. Reduced
consumption, increased consumer uncertainty, possible changes in approach to
supermarket and retail shopping, economic downturn, and Government lockdowns
and market interventions and other, potentially unforeseeable, factors may result in
substantial decreases to shopping traffic. Tenants may suffer reduced margins due to
the activity of competitors or a need for greater discounting than usual to attract
customers. A reduction in shopping traffic and margins would result in a deterioration
of the financial position of some tenants and their ability to pay rent. If tenants default
in the payment of rent or performance of other obligations under the lease it may not
be possible to recover unpaid rent or replace those tenants on terms where Investore
can achieve the same rental or lease provisions, including tenure, with new tenants.
There may also be lower demand for commercial real estate in the current market.
These factors may materially affect the operating and financial performance and
prospects of Investore.
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20InvestoreProperty Limited
Key risks (cont)
Property valuations
Valuations ascribed to any property are influenced by a number offactors including:
•Supply and demand for property (in Investore’scase, large format retail
properties);
•General property market conditions, including prices of transactions in the market;
and
•The ability to attract and implement economically viable rental arrangements.
Property values may change if the underlying assumptions on which the property
valuations are based differ in the future. Due to COVID-19, Investore’s31 March 2020
valuations have been reported on the basis of‘material market uncertainty’, meaning
less certainty and a higher degree of caution should be applied. The opinion of value
has been determined at the valuation date based on a certain set of assumptions,
however these could change in a short period of time due to subsequent events. This
is a new qualification that did not appear in any of the valuation reports provided to
Investorefor the year ended 31 March 2019.
As changes in valuations of investment properties are required to be reflected in
Investore’sincome statement, any decreases in value will have a negative impact on
Investore’sincome statement. A valuation fall would also impact the price at which
Investorewould be able to sell the property in the market (which may be significantly
below the price paid for the property or current market values) and could affect
Investore'scapacity to borrow or its ability to comply with its banking covenants. In
addition, while the independent valuations represent the best estimates of the
independent valuers, they may not reflect the actual price a property would realise if
sold.
FY21 dividend guidance is not guaranteed
The Board has provided its view of dividends that it expects Investoreto be able to
declare for the FY21 financial year of 7.60 cents per share. That view is based upon
Investore’sdividend policy and its business plan and internal forecasts, taking into
accountthe currently expected effect on net rental income and total expenses as a
result of COVID-19. The Board believes the assumptions underlying this guidance are
reasonable given its discussions with tenants and contractual position, but the impact
of COVID-19 is not fully known yet and a key factor will be the speed at which normal
retail shopping will be permitted to return. Investors should note that dividends for
FY21 or any other period are not certain, and dividends remain payable at the
discretion of the Board. No return is guaranteed by Investore, its Board, the Manager,
the Underwriter, or any other person.
Funding and interest rates
The ability of Investoreto raise funds on favourable terms, or at all, for future activities
is dependent on a number offactors including general economic, political, capital and
credit market conditions. The inability of Investoreto raise funds on favourable terms
for future activities, or at all, could adversely affect its ability to acquire or develop new
properties or refinance its debt. This risk is exacerbated by COVID-19.
Adverse fluctuations in interest rates, to the extent that they are not hedged or
forecast, may impact Investore’searnings and asset values due to any impact on
property markets in which IPL operates.
Refinancing requirements
Investoreis exposed to risks relating to the refinancing of existing debt instruments
and facilities. Investorehas debt facilities maturing over the coming years and it may
experience some difficulty in refinancing some or all ofthese debt maturities, which
may be exacerbated by COVID-19. The terms on which they are refinanced may also
be less favourable than at present.
Appendices
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22InvestoreProperty Limited
Pro forma balance sheet
1.Subject to audit finalisation.
2.Net proceeds of the Offer used to repay bank debt, assuming $85m of proceeds from the underwritten placement and $15m from the share purchase plan, less estimated costs of the Offer.
3.Investment properties value of $768.9m includes land lease liability of $7.5m.
4.Under the sale and purchase agreement SPL is to complete seismic works of $7m and has provided a rental guarantee of $0.5m. The $133.8m valuation of the three large format retail properties have been prepared on the basis that the
seismic works had been completed. The seismic strengthening costs and rental guarantee have been recorded as a $7.5m non-currentprepayment. A deposit of $5m has already been paid by Investore.
5.Borrowings are net of unamortised borrowing establishment costs.
6.This represents the balance of the purchase price payable on settlement, being the purchase price less the $5m deposit already paid in relation to this acquisition.
7.LVRcalculated as total borrowings (issued bonds and drawn banking facilities) divided by the value of investment properties (excludingland lease liability).
$m31 March 2020
1
Acquisition
from SPL
Pro forma post
acquisition from SPL
Placement and Share
Purchase Plan
2
Pro forma post
Offer
Cash and cash equivalents
4.24.24.2
Investment properties
3
768.9
3
126.3
4
895.2895.2
Other assets
9.92.5
4
12.412.4
Total assets
783.0128.8911.8911.8
Total borrowings
5
236.9135.8
6
372.7(97.7)275.0
Other liabilities
19.419.419.4
Total liabilities
256.3135.8392.1(97.7)294.4
Net tangible assets (NTA)
526.7(7.0)519.797.7617.4
Number of shares (m)
304.5304.562.9367.4
NTA per share ($)
1.731.711.68
LVR
7
31.3%41.8%30.9%
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23InvestoreProperty Limited
United States
This document must not be distributed or released in the United States. The New Shares have not been,
and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act)
or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares
may not be offered or sold, directly or indirectly, in the United States, unless they have been registered
under the U.S. Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the
registration requirements of the U.S. Securities Act and any other applicable state securities laws.
Permitted jurisdictions
This document does not constitute an offer of New Shares in any jurisdiction in which it would be
unlawful. In particular, thisdocument may not be distributed to any person, and the New Shares may not
be offered or sold, in any country outside New Zealand except to the extent permitted below:
Australia
This document and the offer of New Shares are only made available in Australia to persons to whom an
offer of securities can be made without disclosure in accordance with applicable exemptions in sections
708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act
2001 (Cth) (the Corporations Act). This document is not a prospectus, product disclosure statement or
any other formal “disclosure document” for the purposes of Australian law and is not required to, and
does not, contain all the information which would be required in a "disclosure document" under Australian
law. This document has not been and will not be lodged or registered with the Australian Securities &
Investments Commission or the Australian Securities Exchange and Investoreis not subject to the
continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor
as financial product advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia
should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may,
under section 707(3) of the Corporations Act, require disclosure to investors under Part 6D.2 if none of
the exemptions in section 708 of the Corporations Act apply to the re-sale.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it
been 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 document or to permit the distribution of this document or any
documents issued in connection with it. Accordingly, the New Shares have not been and will not be
offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules
made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has
been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that
is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New
Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to
professional investors (as defined in the SFO and any rules made under that ordinance). No person
allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to
the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are
advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this
document, you should obtain independent professional advice.
Singapore
This document and any other materials relating to the New Shares have not been, and will not be,
lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this document and any other document or materials in connection with the offer or sale, or
invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor
may the New Shares be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance
with exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289
of Singapore (the SFA), or as otherwise pursuant to, and in accordance with the conditions of any other
applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of Investore’s
shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in
the SFA). In the event thatyou are not an investor falling within any of the categories set out above,
please return this document immediately. You may not forward or circulate this document to any other
person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any
other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire
New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly.
International offer restrictions
InvestoreProperty Limited
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24InvestoreProperty Limited
InvestoreProperty Limited
Level 12, 34 Shortland Street
Auckland 1010, New Zealand
PO Box 6320, Victoria Street West
Auckland 1142, New Zealand
P +64 9 912 2690
W investoreproperty.co.nz
Thank you
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 1
Section 1: issuer information (mandatory)
Name of issuer Investore Property Limited
Class of Financial Product Ordinary shares in Investore Property Limited
NZX ticker code IPL
ISIN (If unknown, check on NZX
website)
NZIPLE0001S3
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X
Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 28 April 2020
Ex-Date (one business day before the
Record Date)
24 April 2020
Currency NZD
Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
Up to NZ$50,000 per shareholder / beneficial owner
with an address in New Zealand, for an aggregate
offer size of $15 million with provision for Investore to
accept a further $5 million in oversubscriptions at its
discretion.
Minimum application amount (if any) N/A
Exercise Price The lower of (a) the price paid by investors in the
placement and (b) the price that is a 2.5% discount to
the 5-day volume weighted average price up to the
end of the share purchase plan offer period.
Scaling reference date Any scaling will be applied by reference to holdings of
existing shares at the record date (28 April 2020).
Closing Date 14 May 2020
Allotment Date 20 May 2020
Authority for this announcement
Name of person authorised to make
this announcement
Louise Hill
Contact person for this announcement Louise Hill
Contact phone number 027 558 0033
Contact email address louise.hill@strideproperty.co.nz
Date of release through MAP 29 April 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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