Retail Bond Offer
2
•
•
•
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Investore Property Limited
Indicative
Terms Sheet
Up to $75,000,000 7 Year
Senior Secured Fixed Rate Bonds
(plus up to $50,000,000 oversubscriptions)
Dated 17 August 2020
Arranger & Joint Lead ManagerJoint Lead Managers
Investore Property Limited Indicative Terms Sheet 20202
Dated 17 August 2020
Senior Secured Fixed Rate Bonds due
31 August 2027
This indicative terms sheet (Terms Sheet) sets out the
key terms of the offer by Investore Property Limited
(Investore) of up to $75,000,000 (with the ability to accept
oversubscriptions of up to an additional $50,000,000 at
Investore’s discretion), of 7 year senior secured fixed
rate bonds maturing on 31 August 2027 (Bonds)
under its bond master trust deed dated 2 March 2018 (as
amended from time to time) (Trust Deed) as modified and
supplemented by the supplemental deed dated
17 August 2020 entered into between Investore and
Public Trust (Supervisor) (together with the Trust Deed,
Bond Trust Documents).
Unless the context otherwise requires, capitalised terms
used in this Terms Sheet have the same meaning given to
them in the Bond Trust Documents.
Indicative
Terms Sheet
Important notice
The offer of debt securities by Investore is made in reliance
upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA).
The offer contained in this Terms Sheet is an offer of
bonds that have identical rights, privileges, limitations and
conditions (except for the interest rate and maturity date) as
Investore’s $100,000,000 senior secured fixed rate bonds
maturing on 18 April 2024 (which have an interest rate of
4.40% p.a.), which are currently quoted on the NZX Debt
Market under the ticker code IPL010 (IPL010 Bonds).
Accordingly, the Bonds offered will be the same class as
the IPL010 Bonds for the purposes of the FMCA and the
Financial Markets Conduct Regulations 2014.
Investore is subject to a disclosure obligation that requires it
to notify certain material information to NZX Limited (NZX)
for the purpose of that information being made available to
participants in the market and that information can be found
by visiting www.nzx.com/companies/ipl.
The IPL010 Bonds are the only debt securities of Investore
that are currently quoted in the same class as the Bonds.
Investors should look to the market price of the IPL010
Bonds referred to above to find out how the market assesses
the returns and risk premium for those bonds. When
comparing the yield of two debt securities, it is important
to consider all relevant factors (including the credit rating
(if any), maturity and the other terms of the relevant debt
securities).
Investore Property Limited Indicative Terms Sheet 20203
Issuer
Investore Property Limited
Description
Senior secured fixed rate 7 year bonds
Opening Date
Monday, 17 August 2020
Closing Date
11.00am on Friday, 21 August 2020
Rate Set Date
Friday, 21 August 2020
Issue Date
Monday, 31 August 2020
Expected Quotation on
NZX Debt Market
Tuesday, 1 September 2020
Maturity Date
Tuesday, 31 August 2027
Purpose
The net proceeds of the offer will be used to repay a portion of existing bank debt.
The offer will also provide further diversification of funding sources and extend the
tenor of Investore’s debt
Offer Amount
Up to $75,000,000 (with the ability to accept oversubscriptions of up to an additional
$50,000,000 at Investore’s discretion)
Security
The Bonds are secured by first ranking mortgages (the Mortgages) granted by Investore
over its properties (the Mortgaged Properties) and by security interests over Investore’s
other assets under a general security deed (subject to limited exceptions) (the General
Security Deed)
The Security Trustee holds the Mortgages and the General Security Deed for all creditors
entitled to their benefit, which currently includes (in addition to the Supervisor and the
Bondholders) Investore’s banking syndicate and its agent, on an equal ranking basis
Financial Covenant
Investore agrees to ensure that the total principal amount of all outstanding borrowed
money secured by the Mortgages and the General Security Deed is not more than 65%
of the total value of all Mortgaged Properties (including, in respect of any development,
capital expenditure incurred during the development phase since the date of the most
recent valuation) (the Loan to Value Ratio)
A breach of the Loan to Value Ratio which is not remedied within (approximately)
13 months of that breach being disclosed to the Supervisor in a compliance certificate, will
be an Event of Default. Refer to the Bond Trust Documents for more detail on the covenant
Distribution Stopper
Investore is not permitted to make any distribution, such as declaring a dividend to
Investore shareholders, if an Event of Default is continuing or if it would result in an Event
of Default. Full details of the Events of Default are set out in the Bond Trust Documents
Indicative
Terms Sheet (cont.)
Investore Property Limited Indicative Terms Sheet 20204
Indicative
Terms Sheet (cont.)
No Credit Rating
The Bonds will not be rated
Issue Price
$1.00 per Bond, being the Principal Amount of each Bond
Early Repayment
Holders have no rights to require Investore to redeem the Bonds early except through
the Supervisor in the case of an Event of Default. Investore does not have the right to
redeem the Bonds early
Further Indebtedness
Investore may, without the consent of the Holders of the Bonds, issue additional
securities or other debt obligations on such other terms and conditions as Investore
may think fit
Interest Rate
The sum of the Swap Rate plus the Issue Margin (which may be above or below the
Indicative Issue Margin), subject to a minimum Interest Rate of 2.40% per annum
The Interest Rate will be announced by Investore via NZX on or about the Rate Set Date
Indicative Issue Margin
2.00% to 2.20% per annum
Issue Margin
The Issue Margin (which may be above or below the Indicative Issue Margin range
mentioned above), will be determined by Investore (in consultation with the Joint Lead
Managers) following a bookbuild process and announced by Investore via NZX on or
about the Rate Set Date
Swap Rate
The mid-market rate for an interest rate swap of a term matching the period from
the Issue Date to the Maturity Date as calculated by the Arranger in consultation with
Investore, according to market convention, with reference to Bloomberg page ‘ICNZ4’
(or any successor page) on the Rate Set Date and expressed on a quarterly basis
(rounded to 2 decimal places, if necessary, with 0.005 being rounded up)
Interest Payments
Quarterly in arrear in equal payments
Interest Payment Dates
28 February, 31 May, 31 August and 30 November each year (or if that day is not a
Business Day, the next Business Day) until and including the Maturity Date. The first
Interest Payment Date will be 30 November 2020
Record Date
5.00pm on the date that is 10 days before the relevant scheduled Interest Payment
Date or, if that is not a Business Day, the immediately preceding Business Day
Business Days
Days on which the NZX is open for trading
Firm Brokerage
0.75% on firm allocations to be paid by Investore
ISIN
NZIPLDT002C1
Investore Property Limited Indicative Terms Sheet 20205
NZX Debt Market Quotation
Application has been made to NZX for permission to quote the Bonds on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied
with on or before the distribution of this Terms Sheet have been duly complied with.
However, NZX accepts no responsibility for any statement in this Terms Sheet. NZX is a
licensed market operator, and the NZX Debt Market is a licensed market under the FMCA
NZX ticker code IPL020 has been reserved for the Bonds
Minimum Application Amount
and Denominations
$5,000 and multiples of $1,000 thereafter
Transfer Restrictions
Holders are entitled to sell or transfer their Bonds at any time subject to the terms of
the Bond Trust Documents and applicable securities laws and regulations. Investore or
the Securities Registrar may decline to accept or register a transfer of the Bonds for the
reasons set out in the Bond Trust Documents
No transfer may be made if the transfer would result in the transferee holding or
continuing to hold Bonds with a Principal Amount of less than $5,000 (other than zero)
or not in multiples of $1,000
Governing Law
New Zealand
Who May Apply & How to Apply
All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint
Lead Managers, institutional investors and other persons invited to participate in the
bookbuild. There will be no public pool for the Bonds
Investors should contact any Joint Lead Manager, their financial adviser or any Primary
Market Participant for details on how they may acquire Bonds. You can find a Primary
Market Participant by visiting
https://www.nzx.com/services/market-participants/find-a-participant
Whether in respect of oversubscriptions or generally, any allotment of Bonds will be at
Investore’s discretion, in consultation with the Joint Lead Managers. Investore reserves
the right to refuse all or any part of an application without giving any reason
Each investor’s financial adviser will be able to advise them as to what arrangements
will need to be put in place for the investors to trade the Bonds including obtaining
a common shareholder number (CSN), an authorisation code (FIN) and opening an
account with a Primary Market Participant, as well as the costs and timeframes for
putting such arrangements in place
Arranger
Westpac Banking Corporation (ABN 33 007 457 141) (acting through its New Zealand
branch) (Westpac)
Joint Lead Managers
ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Limited and Westpac
Supervisor
Public Trust
Indicative
Terms Sheet (cont.)
Investore Property Limited Indicative Terms Sheet 20206
Indicative
Terms Sheet (cont.)
Security Trustee
New Zealand Permanent Trustees Limited
Securities Registrar
Computershare Investor Services Limited
Selling Restrictions
Investore does not intend that the Bonds be offered for sale, and no action has been
taken or will be taken to permit a public offering of Bonds, in any jurisdiction other
than New Zealand. Bonds may only be offered for sale or sold in conformity with all
applicable laws and regulations in any jurisdiction in which they are offered, sold or
delivered. This Terms Sheet may not be published, delivered or distributed in or from
any country other than New Zealand
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among
others, Investore, the Supervisor and the Joint Lead Managers for any loss suffered as a
result of any breach by you of the selling restrictions referred to in this Terms Sheet
The dates set out in this Terms Sheet are indicative only and are subject to change. Investore may, in its absolute discretion and
without notice, vary the timetable (including by opening or closing the offer described in this Terms Sheet early, accepting late
applications and extending the Closing Date). If the Closing Date is extended, subsequent dates may be extended accordingly.
Investore reserves the right to cancel the offer described in this Terms Sheet and the issue of the Bonds, in which case all
application monies received will be refunded (without interest) as soon as practicable.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the
content of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Copies of the Bond Trust Documents are available on the website (managed by Investore) for the offer of the Bonds
www.investoreproperty.co.nz/bondoffer. Investors should seek qualified, independent financial and taxation advice before
deciding to invest. In particular, investors should consult their tax adviser in relation to their specific circumstances. Investors
will be personally responsible for all tax return filing obligations in respect of their investment in the Bonds, compliance with
the financial arrangements rules (if applicable) and payment of provisional or terminal tax (if required) on interest derived.
For further information regarding Investore, visit www.nzx.com/companies/ipl.
Investore has been designated as a “Non-Standard” (NS) issuer by NZX because Stride Investment Management Limited has
the right to appoint two directors to the Investore Board. A copy of the waivers granted by NZX in respect of Investore can be
found at www.nzx.com/companies/ipl.
Further waivers granted by NZX which relate to Investore can be found at www.nzx.com/companies/SPG.
Investore Property Limited Indicative Terms Sheet 20207
Address Details
Issuer
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
investoreproperty.co.nz
Directors
Mike Allen – Independent Director (Chair)
Gráinne Troute – Independent Director
Adrian Walker – Independent Director
John Harvey – SIML Appointed Director
Tim Storey – SIML Appointed Director
Supervisor
Public Trust
Level 9, 34 Shortland Street
Auckland 1010
Security Trustee
New Zealand Permanent Trustees Limited
Level 9, 34 Shortland Street
Auckland 1010
Securities Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
09 488 8777
Legal Adviser
Bell Gully
Level 21, Vero Centre
Auckland 1010
Level 21, ANZ Centre
Wellington 6140
Arranger
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 942 822
Joint Lead Managers
ANZ Bank New Zealand Limited
23-29 Albert Street
Auckland 1010
0800 269 476
Forsyth Barr Limited
Level 23, Lumley Centre
88 Shortland Street
Auckland 1010
0800 367 227
Jarden Limited
Level 32, PwC Tower
15 Customs Street West, Commercial Bay
Auckland 1010
0800 005 678
Westpac Banking Corporation (ABN 33 007 457 141)
(acting through its New Zealand branch)
Westpac on Takutai Square
Level 8, 16 Takutai Square
Auckland 1010
0800 942 822
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320, Victoria Street West
Auckland 1142
New Zealand
T + 64 9 912 2690
W investoreproperty.co.nz
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InvestoreProperty Limited
Retail Bond Presentation
17 August 2020
Arranger & Joint
Lead Manager
Joint Lead
Managers
2Investore Property Limited | Retail Bond Presentation
Disclaimer and Important Notice
This presentation has been prepared by Investore Property Limited (Investore) in relation to the offer of senior secured
fixed rate bonds by Investore (New Bonds) under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013
(FMCA) (the Offer). The New Bonds have identical rights, privileges, limitations and conditions (except for the interest
rate and maturity date) as Investore’s bonds maturing on 18 April 2024, which have a fixed rate of 4.40 percent per
annum and are currently quoted on the NZX Debt Market under the ticker code IPL010.
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 Investore or that would be
required in a product disclosure statement for the purposes of the FMCA. Investore is subject to a disclosure obligation
that requires it to notify certain material information to NZX Limited (NZX). This presentation should be read in
conjunction with Investore's other 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 Bonds will be quoted on the NZX Debt Market 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. Investore has 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 Investore securities, and has been prepared without taking into account the objectives,
financial situation or needs of individuals. Before making an investment decision, prospective investors should consider
the appropriateness of the information having regard to their own objectives, financial situation and needs and consult
an NZX Firm or solicitor, accountant or other professional advisor if necessary.
Investment risk
An investment in securities in Investore is subject to investment and other known and unknown risks, some of which are
beyond the control of Investore. Investore does not guarantee any particular rate of 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. This presentation does not constitute investment or financial advice (nor tax, accounting or legal advice) or
any recommendation to acquire New Bonds and does not and will not form any part of any contract for the acquisition of
New Bonds. 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.
Disclaimer
None of Investore, Stride Investment Management Limited (SIML), the Arranger, the Joint Lead Managers 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. None of the Arranger or Joint Lead Managers, nor any of their related companies and
affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or
advisors, authorised or caused the issue of, or made any statement in, any part of 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 Investore operates and statements about the future performance of
Investore's business. Any indications of, or guidance or outlook on, future earnings or financial position or performance
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 Investore to be materially different from any future results or
performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as
of the date of this presentation. 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
to such dates or to update or keep current any of the information contained herein. Any estimates or projections as to
events that may occur in the future (including projections of revenue, expense, net income and performance) are based
upon the best judgement of Investore from the information available as of the date of this presentation. A number of
factors could cause actual results or performance to vary materially from the projections. Investors should consider the
forward-looking statements in this presentation in light of those risks and disclosures. You are strongly cautioned not to
place undue reliance on any forward-looking statements, particularly in light of the 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. Investore reserves the right to withdraw, or vary the timetable for, the Offer 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 Investore via NZX; 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.
Overview of the Offer
04
Business Summary
05
COVID-19 Update
09
Portfolio Highlights
10
Sustainability
16
Financial Overview
17
Bond Offer
21
Investment Highlights
26
Bunnings
Te Rapa,
Hamilton
3Investore Property Limited | Retail Bond Presentation
Contents
•Investore is offering up to $75m (with up to an additional $50m in oversubscriptions able to be accepted at Investore’s
discretion) of senior secured fixed rate 7 year Bonds
•The net proceeds of the Offer will be used to repay a portion of Investore’s existing bank debt, providing further
diversification of funding sources and extending the tenor of Investore’s debt
•The Bonds will be secured by first ranking mortgages granted by Investore over all of its properties as at the Issue Date
and by security interests over Investore’s other assets under a General Security Deed (subject to limited exceptions)
•The Offer is expected to open on 17 August 2020 and close on 21 August 2020
•The Interest Rate on the Bonds is expected to be set on 21 August 2020
•The Bonds are expected to be issued on 31 August 2020 and quoted on the NZX Debt Market on 1 September 2020
4Investore Property Limited | Retail Bond Presentation
Overview of the Offer
Bay Central
Shopping Centre
Tauranga
5Investore Property Limited | Retail Bond Presentation
Business Summary
Dependable
income streams
10.4 years
WALT
by Contract Rental
2
0.3%
Average lifecycle costs
by asset value per annum
$895.2m
Portfolio value
1
across 43 properties
2.7x
Interest coverage
ratio
87%
Gross rental from
anchors
99.7%
Portfolio occupancy
by area
71%
of Contract Rental
2
expires in FY30 or beyond
$182.7m
Total equity capital raised
over last 12 months
30.4%
Loan to Value Ratio
Proactive capital
management
All metrics above, except for the interest coverage ratio, are as at 31 March 2020, as if the capital raise announced on 29 April 2020 had been completed, and the
settlement of the three properties acquired from Stride Property Limited (SPL) on 30 April 2020 had taken place, as at that date. The interest coverage ratio is the actual
metric for FY20 (year ended 31 March 2020).
1. Excludes lease liabilities of $11.1m
2. Contract Rental is the amount of rent payable by each tenant, plus other amounts payable to Investore by that tenant under the terms of the relevant lease, annualised for 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.
6Investore Property Limited | Retail Bond Presentation
A Strong, Resilient Portfolio
Large Format Retail
Investore defines LFR property as:
• Large, free-standing, usually rectangular single floor structure on a
concrete slab
• The site is well serviced by convenient vehicle access and plenty of
carparking on site
• Building improvements and maintenance of the asset require
straightforward enhancement and/or upkeep, with typically low
lifecycle maintenance
• Sites generally have a single anchor or limited number of tenants
and the majority of rental income is received from lease
arrangements with nationally recognised brands and companies
• Leases are structured in order to ensure Investore has the security of
long lease terms and a stable income stream, net of operating costs
• Typical anchor tenants include non-discretionary or ‘everyday needs’
retail such as supermarkets.
Long lease terms
10.4 years WALT
1
Nationally
recognised tenants
High occupancy
99.7%
1
Investore Property Limited’s strategy is to invest in quality, large
format retail (LFR) properties throughout New Zealand, and
actively manage investors’ capital, to maximise distributions and
total returns over the medium to long term
1. As at 31 March 2020, as if the capital raise announced on 29 April 2020 had been completed, and the settlement of the three properties acquired from SPL on 30 April 2020 had taken place, as at that date.
7Investore Property Limited | Retail Bond Presentation
Our strategy is based on four
principles – active portfolio
management, targeted growth,
continued optimisation of the
portfolio, and proactive capital
management
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
Our Strategic Principles
8Investore Property Limited | Retail Bond Presentation
Investore’s portfolio comprises a high proportion of businesses that continued to trade during the
April 2020 Government lockdown (‘essential businesses’) and a limited number of leases
permitting tenants to suspend or abate rental payments as a result of Government Alert Level
restrictions
9Investore Property Limited | Retail Bond Presentation
Business Impacts from COVID-19
• Investore has worked collaboratively with its tenants to support them through
the ongoing impact of COVID-19
• Investore’s approach in assisting tenants has been focussed on providing
rental support through a combination of abatements and deferrals in return
for granting extensions to lease terms, providing Investore with additional
contracted future rental revenue wherever possible
• During the lockdown which commenced on 26 March 2020, over 80% of
Investore’s portfolio was classified as ‘essential businesses’ as defined on
the Government’s website covid19.govt.nz, including supermarkets,
pharmacies and hardware stores, a vital part of the supply chain for New
Zealanders
• Investore has completed 98% of tenant negotiations in relation to the first
lockdown period. While there remains some uncertainty regarding the current
Government Alert Level restrictions, including their duration and the regions
impacted, Investore continues to expect the impact of COVID-19 to result in
reduced gross rent receivable for FY21 of approximately $1m - $2m. This
assumes Alert Level 3 or 4 restrictions are not in place for an extended
period of time during the balance of FY21
Countdown
Greenlane,
Auckland
Portfolio Highlights
10Investore Property Limited | Retail Bond Presentation
Targeted growth
1. See footnote 1 on page 7.
2. Excludes lease liabilities of $11.1m.
•
Investore continues to explore acquisition and development opportunities to deliver on its strategy of targeted
growth, focussed on opportunities that enhance its existing portfolio
•
Investore is currently considering portfolio opportunities, including an acquisition and other growth opportunities,
with a combined value of approximately $100m
•
These opportunities, if they proceed, are expected to be funded through Investore’s existing debt facilities, which
would result in an LVR of approximately 37.4%, leaving $48m of remaining debt facility headroom
•
There is no certainty that any opportunities will proceed, and if such opportunities do progress then they would be
subject to satisfactory completion of due diligence and other conditions that may be negotiated
Debt facilities
As at
31 March 2020
pro forma
1
Potential
portfolio
opportunities
As at
31 March 2020
pro forma, plus potential
portfolio opportunities
Investment properties$895m
2
+$100m$995m
2
Drawn debt$272m+$100m$372m
Loan to Value Ratio30.4%37.4%
Available debt facility (before bond issuance)$148m$48m
11Investore Property Limited | Retail Bond Presentation
Portfolio Summary
Portfolio Metrics
As at
31 Mar 2020
pro forma
1
Number of properties43
Number of tenants130
Net lettable area (NLA) (sqm)246,176
Net Contract Rental
2
($m)56.2
WALT (years)10.4
Occupancy rate by area99.7
Portfolio value ($m)895.2
3
Average site coverage (%)41.5
1. See footnote 1 on page 7.
2. See footnote 2 on page 6.
3. Excludes lease liabilities of $11.1m.
Lease Expiry Profile by Contract Rental
2
As at 31 March 2020
1
71% of Contract
Rental expiring FY30
or beyond
10.4 years WALT
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%
Long portfolio WALT of 10.4 years
and 71% of Contract Rental
2
expiring
in FY30 or beyond
1
12Investore Property Limited | Retail Bond Presentation
Anchor tenants underpin income
Anchor tenant classification by Contract Rental
2
As at 31 March 2020
Note: Numbers may not sum due to rounding.
1. See footnote 1 on page 7.
2. See footnote 2 on page 6. Includes The Warehouse Group leased premises at Johnsonville. The tenant has confirmed they will vacate this site upon lease expiry in October 2020.
North Island
South Island
36%
14%
10%
22%
13%
5%
82%
18%
AucklandWellingtonWaikato
Other North IslandCanterbury & Central OtagoOther South Island
Geographic diversification by Contract Rental
1,2
As at 31 March 2020
Investore’s resilient portfolio comprises a high proportion of anchor tenants (87%
1
by Contract
Rental
2
) and is geographically diverse, reflective of the population spread across NZ
13Investore Property Limited | Retail Bond Presentation
63%
13%
5%
3%
2%
1%
1%
Countdown
Bunnings
Foodstuffs
Mitre 10
The Warehouse Group
Briscoes Group
NZ Post
Diversified portfolio locations
14
Investore Property Limited | Retail Bond Presentation
$895m
Portfolio Value
1
82%
North Island
43
Properties
130
Tenants
North
Island
82%
South
Island
18%
Waikato (10%)
5 properties
11 tenants
28,458 sqm NLA
$80m asset value
Wellington
(14%)
7 properties
13 tenants
30,400 sqm NLA
$119m asset value
Other North Is.
(22%)
8 properties
41 tenants
70,593 sqm NLA
$200m asset value
Other South Is.
(5%)
3 properties
5 tenants
10,956 sqm NLA
$47m asset value
Canterbury & Central
Otago (13%)
8 properties
10 tenants
31,832 sqm NLA
$119m asset value
Auckland (36%)
12 properties
50 tenants
73,938 sqm NLA
$331m asset value
All metrics above are based on Contract Rental (see footnote 2 on page 6) and are as at 31
March 2020, as if the capital raise announced on 29 April 2020 had been completed, and
the settlement of the three properties acquired from SPL on 30 April 2020 had taken place,
as at that date. Numbers may not sum due to rounding.
1. Excludes lease liabilities of $11.1m.
Everyday needs
Countdown
New World
Pak’nSave
Animates
Unichem Pharmacy
Pet Essentials
Snap Fitness
NZ Post
Hardware
Bunnings
Mitre 10 MEGA
Resene
General
Merchandise /
Retail
The Warehouse
Briscoes
Rebel Sport
Kitchen Things
Hunting and Fishing
Supercheap Auto
Lighting Direct
Freedom Furniture
Food / Beverage
McDonald’s
Burger Fuel
Columbus Coffee
Pizza Hut
Domino’s Pizza
Pita Pit
Super Liquor
Noodle Canteen
St Pierre Sushi
Majority of tenants represent everyday needs
Around 71%of Investore’s portfolio
1
is categorised as ‘everyday needs’, drawing
customers to the properties on a regular basis and providing a strong tenant proposition
Everyday
Needs, 71%
Hardware,
16%
General
Merchandise /
Retail, 9%
Food / Beverage, 3%
Note: Numbers may not sum due to rounding.
1. By Contract Rental (see footnote 2 on page 6), as at 31 March 2020, as if the settlement of the three properties acquired from SPL had taken place as at that date.
15Investore Property Limited | Retail Bond Presentation
Sustainability
16Investore Property Limited | Retail Bond Presentation
Investore has developed a sustainability
strategic plan which addresses each of its
sustainability objectives under three key pillars
of people, planet/places and prosperity
Sustainability initiatives undertaken by
Investore include:
New energy efficient HVAC systems
installed as part of refurbishment
programmes
Supported Countdown Rototuna, Hamilton,
in a trial launched in November 2018 with
the installation of electric vehicle charging
stations which are available free of charge
for shoppers
Supported tenants’ refurbishment
programmes with installation of energy
efficient LED lighting at several stores,
including Mitre 10, Bunnings and
Countdown
Entered into a Supercharger Partnership
with energy company Tesla for the
installation of three charging stations at
Countdown Johnsonville
Tracking of carbon emissions commenced
Countdown Rototuna,
Hamilton
Financial Overview
Countdown
Warkworth,
Auckland
17Investore Property Limited | Retail Bond Presentation
Financial Highlights
For the year ended 31 March
2020
•
Net rental income of $48.1m
(FY19: $47.4m)
•
Corporate expenses of $7.5m
(FY19: $6.0m)
•
Profit before other income and tax
of $26.7m (FY19: $27.0m)
•
Profit after income tax of $28.6m
(FY19: $38.6m) due to lower net
revaluation gains as a result of
COVID-19
•
Distributable profit
1
after income
tax of $21.1m (FY19: $20.9m)
•
Total cash dividend of 7.60 cps
1. Distributable profit is a non-GAAP financial measure adopted by Investore to assist Investore and its investors in assessing Investore’s profit available for distribution. It is defined as profit/(loss) before income tax adjusted for non-recurring
and/or non-cash items (including non-recurring adjustments for incentives payable to anchor tenants for lease extensions) and current tax. Further information, including the calculation of distributable profit and the adjustments to profit before
income tax, is set out in note 3.2 to the annual financial statements ended 31 March 2020.
18Investore Property Limited | Retail Bond Presentation
Pak’n Save
New
Plymouth
Debt facilities
As at
31 Mar 2020
pro forma
1
Banking facility limit
(ANZ, BNZ, CBA, CCB, Westpac),
plus IPL010 bond
$420m
Debt facilities drawn$272m
Weighted maturity of debt facilities3.3 years
Bank debt covenants
LVR
(Drawn Debt / Property Values)
Covenant: ≤ 65%; board stated max: 48%
30.4%
Interest Cover Ratio
(EBIT/Interest and Financing Costs)
Covenant: ≥ 1.75x
2.7x
2
WALT
3
Covenant: > 6.0 years
10.4 years
$225m
$195m
$135m
$75m $75m
2.64%
2.67%
2.81%
2.90%
2.90%
1.50%
2.00%
2.50%
3.00%
3.50%
$0
$50
$100
$150
$200
$250
Mar-20Mar-21Mar-22Mar-23Mar-24
Fixed rate interest profile
As at 31 March 2020
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
1. See footnote 1 on page 7.
2. Actual ICR value for FY20, unadjusted for the items in footnote 1.
3. The unexpired lease term in a property or portfolio, assuming the property or portfolio is fully leased. This is weighted by the income applicable to each lease and a current market rental with nil term for vacant space.
19Investore Property Limited | Retail Bond Presentation
$99m
$70m
$101m
$50m
$100m
$75m
$50m
FY21FY22FY23FY24FY25FY26FY27FY28
Debt maturity profile post issue
2
As at 31 March 2020
Bank facilities to be cancelledExisting bank facilitiesIPL010 bondsNew BondsNew Bonds (Oversubscriptions)
Debt facilities
As at
31 Mar 2020
pro forma
1
As at
31 Mar 2020
pro forma, plus
new Bonds
2
Banking facility limit
(ANZ, BNZ, CBA, CCB, Westpac)
$320m$221m
Retail bonds$100m$225m
Total debt facilities$420m$446m
Weighted maturity of debt facilities3.3 years4.8 years
Offer Outcomes
Net proceeds of the Offer will be used to repay and
cancel a portion of Investore’s existing bank debt
Further diversification of funding sources – 50% of
debt facilities from non-bank funding following the
issue of the Bonds
2
Extended tenor – average tenor of debt extended
to 4.8 years upon the issue of the Bonds
1,2
1. 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.
2. Assumes $125m (including oversubscriptions of $50m) of Bonds are issued and $99m of existing banking facility is cancelled. If less than $125m of bonds are issued, it may be that less than $99m of facility is cancelled.
20Investore Property Limited | Retail Bond Presentation
Mitre 10 MEGA
Botany, Auckland
Bond Offer
21Investore Property Limited | Retail Bond Presentation
Security
•The Bonds will be secured by first ranking mortgages granted by Investore over its properties and by security
interests over Investore’s other assets under a General Security Deed (subject to limited exceptions)
•
As at 31 March 2020
1
, assuming the Bonds had been issued at that time, liabilities that would have been secured
by the mortgages and the General Security Deed (including the Bonds, existing IPL010 bonds, bank facilities and
hedging arrangements) were approximately $277m
•
All properties owned by Investore are mortgaged properties
•
Security over the mortgaged properties is held by the Security Trustee (New Zealand Permanent Trustees
Limited) for the benefit of the beneficiaries under the Security Trust Deed, including the Supervisor, Bondholders,
Investore’s banking syndicate and its agent and any other creditor that may become entitled to the benefit of the
mortgages, on an equal ranking basis
•
There are restrictions on Investore granting further security over its properties or its assets, except in certain
permitted instances
1. See footnote 1 on page 7.
22Investore Property Limited | Retail Bond Presentation
Covenants and Default
•The Loan to Value Ratio under the Trust Deed for the Bonds limits the ability of Investore to borrow money which is
secured by the mortgages and the General Security Deed to no more than 65% of the total value of the mortgaged
properties (including, in respect of any development, capital expenditure incurred during the development phase
since the date of the most recent valuation)
•The Board’s stated maximum Loan to Value Ratio is 48%
•Investore will have approximately 13 months to remedy a breach of the Loan to Value Ratio covenant, reflecting:
•
6 months to correct breach
•
20 business day notice period
•
Further 6 months to remedy before event of default occurs
•Other events of default include (not an exhaustive list):
•
Failure to make payments on the Bonds
•
Insolvency
•
Cross-acceleration
•Investore may not make any distribution (which would include paying a dividend to Investore’s shareholders) if an
event of default is continuing or if it would result in an event of default
23Investore Property Limited | Retail Bond Presentation
Key Terms of the Offer
Summary
Detail
IssuerInvestore Property Limited
Description of the Bonds Senior secured, fixed rate bonds 7 year bonds
Security
The Bonds are secured by first ranking mortgages granted by Investore over the mortgaged properties and by security interests over
Investore’s other assets under a General Security Deed (subject to limited exceptions)
The Security Trustee holds the mortgages and the General Security Deed for all creditors entitled to their benefit, which currently includes (in
addition to the Supervisor and the Bondholders) Investore’s banking syndicate and its agent, on an equal ranking basis
Tenor & Maturity Date7years, maturing 31August 2027
Offer AmountUp to $75m (with the ability to accept oversubscriptions of up to $50m at Investore’s discretion)
Interest Rate
The sum of the Swap Rate plus the Issue Margin which may be above or below the Indicative Issue Margin, subject to a minimum Interest
Rate of 2.40% per annum
The Interest Rate will be announced by Investore via NZX on or about the Rate Set Date
Indicative Issue Margin2.00% to 2.20% per annum
Interest Payments Quarterly in arrear in equal payments
Bond Financial Covenant
(Loan to Value Ratio)
Investore agrees to ensure that the total principal amount of all outstanding borrowed money secured by the mortgages and the General
Security Deed is not more than 65% of the total value of all mortgaged properties (including, in respect of any development, capital
expenditure incurred during the development phase since the date of the most recent valuation)
Purpose
The net proceeds of the offer will be used to repay a portion of existing bank debt. The offer will also provide further diversification of funding
sources and extend the tenor of Investore’s debt
Minimum Application Amount $5,000 and multiples of $1,000 thereafter
Firm Brokerage 0.75% on firm allocations to be paid by Investore
QuotationIt is expected that the Bonds will be quoted on the NZX Debt Market under the ticker code IPL020
Credit Rating The Bonds will not be rated
Capitalised terms have the same meaning given to that term in the Terms Sheet.
24Investore Property Limited | Retail Bond Presentation
Key Dates of the Offer
Key eventDate
Pre-offer announcement
Monday, 10 August 2020
Offer opens
Monday, 17 August 2020
Offer closes
11:00am, Friday, 21 August 2020
Interest Rate set
Friday, 21 August 2020
Issue Date
Monday, 31 August 2020
Expected date of initial quotation on the NZX Debt Market
Tuesday, 1 September 2020
Interest Payment Dates
28 February, 31 May, 31 August and 30 November
First Interest Payment Date
Monday, 30 November 2020
Maturity Date
Tuesday, 31 August 2027
25Investore Property Limited | Retail Bond Presentation
Investment Highlights
Nationally recognised quality tenant brands
Long term leases – WALT of 10.4 years
1
High occupancy rate - 99.7%
1
Strong management and corporate governance
NZX listed with focus on large format retail property
Dependable income streams
Geographically diversified portfolio totalling $895.2m
1
1. See footnote 1 on page 7.
26Investore Property Limited | Retail Bond Presentation
Q&A
Appendices
Emma has been appointed as a future director
programme participant by Investore under the
Institute of Directors’ future directors programme.
Emma is a director of Pragmatix, a project
management business, and has considerable
experience in project management, having
previously been in project management and bid
management roles with Fletcher Construction
and Shell International. Emma brings valuable
experience and insights to the Investore Board,
and participates in Investore Board meetings but
does not vote or have any role as a director.
Board of Directors
Mike Allen
Chair of the Board
Independent, Non-Executive
Director
Mike has considerable governance experience and
is currently a director of China Construction Bank
(New Zealand) Limited and Taumata Plantations
Limited. Prior to his governance career, he had an
executive career in investment banking and
general management experience in New Zealand
and the United Kingdom.
Gráinne Troute
Chair of the Audit and Risk
Committee
Independent, Non-Executive
Director
Gráinne has over 30 years’ experience in listed
and unlisted organisations, in highly competitive
and customer-focussed sectors, including
McDonald’s New Zealand and SKYCITY
Entertainment Group. Gráinne is currently a
director of Tourism Holdings Limited, Summerset
Group Holdings Limited and Chair of Tourism
Industry Aotearoa.
Adrian Walker
Independent, Non-
Executive Director
Adrian is a very experienced commercial property
executive, with over thirty years’ experience in the
property sector, including twenty years as the
General Manager of Property at Woolworths NZ
(owner of Countdown brand supermarkets). Adrian
brings to Investore a deep knowledge of the property
industry in New Zealand, as well as the supermarket
sector, a sector that makes up a significant portion of
Investore’s property portfolio. Adrian has a strong
background in property, financial planning and
strategic management.
Tim Storey
SIML Nominee and
Non-Executive Director
Tim has more than 30 years of experience across
a range of business sectors, and has practised as
a lawyer in Australia and New Zealand. Tim was a
partner in the Bell Gully partnership, having retired
in 2006, and is Chairman of Stride Property
Limited, Stride Investment Management Limited
and ASX listed LawFinance Limited.
John Harvey
SIML Nominee and
Non-Executive Director
John has over 35 years’ professional experience
as a chartered accountant, including at
PricewaterhouseCoopers (PWC) where he was a
partner for 23 years and held a number of
management and governance roles. John retired
from PWC in 2009 to pursue a career as a
professional independent director. He is currently a
director of Stride Property Limited, Stride
Investment Management Limited, Kathmandu
Holdings Limited, Heartland Bank Limited and Port
of Napier Limited.
Emma McDonald
Future Director
29Investore Property Limited | Retail Bond Presentation
Management Team
•
Over 20+ years experience in property
investment management
•
Prior experience includes working in
Morgan Stanley’s real estate merchant
banking division in the UK and a
partnership in a large private-equity real
estate firm
•
BCom (Finance), BProp, MBA (Imperial
College London)
Philip Littlewood
Chief Executive
Officer
Jennifer Whooley
Chief Financial
Officer
•
25+ years experience in the
property industry
•
Previously Chief Accountant for
Fletcher Property
•
Chartered Accountant (CA) and NZ
CFO of the year for 2018
Andrew Hay
General Manager
Commercial &
Industrial
•
20+ years property industry experience
•
Auckland Branch President of the
Property Council
•
MBA (Victoria University)
Roy Stansfield
General Manager
Shopping Centres
•
30 years experience in the retail
shopping centre industry
•
Prior experience includes property
accountancy, centre management and
retail leasing
•
Previously head of leasing at Sylvia Park
for Kiwi Property
•
15+ years experience in investment
and asset management across
property and infrastructure
•
Previously Investment Director and
partner, HRL Morrison & Co
•
Chartered Accountant (CA)
Steve Penney
General Manager
Investment
Fabio Pagano
Fund Manager
Investore
•
15+ years experience in retail and
property.
•
Previously Strategic Director, Ministry
of Education
•
Prior experience includes Coles
Group Australia property team,
leading portfolio properties and
activities across states.
•
MBA (Curtin University)
Mark Luker
General Manager
Development
•
25+ years retail and commercial
property development experience
•
Formerly General Manager
Development and Project Director,
Sylvia Park at Kiwi Property
Louise Hill
General Manager
Corporate Services
•
20+ years experience, with 6 years
experience in the construction industry
•
Previously Head of Legal, and Head of
Commercial Risk & Governance at
Fletcher Construction
•
Senior Associate at Bell Gully
30Investore Property Limited | Retail Bond Presentation
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
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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