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Capital Raise to Provide Funding Flexibility for Growth

Capital Raise28 April 2020IPLReal Estate

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.

Other issuers discussed similar conditions around this time

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