Asset Plus announces $60 million equity raising
NZX RELEASE
10 September 2020
Asset Plus announces $60 million equity raising in connection with funding the Munroe Lane
Development
Asset Plus Limited (NZX: APL) has today announced an equity raising of approximately $60.2 million via a $12.1
million underwritten placement (“Placement”) and a $48.1 million underwritten 1 for 1.01 accelerated non-
renounceable entitlement offer ("Entitlement Offer") (together the “Equity Raise”). This follows the
announcement on 20 December 2019 when Asset Plus entered into a conditional Agreement to Develop and Lease
(“ADL”) with Auckland Council to construct an office building in Munroe Lane, Albany, 63% pre-leased to Auckland
Council on a 15 year lease (the “Munroe Lane Development”).
Asset Plus announced a $100 million equity raising in March 2020 which included funding for the Munroe Lane
Development but, given global volatility and uncertainty at that time, this offer was withdrawn and the shareholder
meeting to approve the offer and the Munroe Lane Development that had been scheduled for 31 March 2020 was
cancelled. Since that time Auckland Council has reconfirmed its desire for Asset Plus to progress the Munroe Lane
Development, and as previously announced has agreed to extend the funding and shareholder approval condition
associated with the development to 30 October 2020. Asset Plus obtained resource consent in relation to the
Munroe Lane Development in May 2020.
The $60.2 million Equity Raise announced today, along with a restructuring of Asset Plus’ existing banking facility,
is intended to allow the funding and shareholder approval condition under the ADL to be satisfied (subject to
shareholder approval also being obtained). The proceeds from the Equity Raise will be applied to repay all existing
outstanding debt with remaining cash and restructured bank facilities being drawn upon as required throughout
the duration of the development period for Munroe Lane. If the Munroe Lane Development is completed in
accordance with Asset Plus’ current indicative development timetable and cost plan, the value of Asset Plus’
investment properties is expected to increase by approximately $134.5 million
1
.
The Chair of Asset Plus, Bruce Cotterill said “Asset Plus has clear objectives of increasing the scale of its portfolio
and setting a strong platform for sustainable growth. The Equity Raise, along with the restructuring of our bank
facility, is expected to provide the necessary funding to complete the Munroe Lane Development and deliver on
those objectives.”
Asset Plus will hold a shareholder meeting to approve the Munroe Lane Development at 2.00pm on Tuesday, 29
September 2020 online at www.virtualmeeting.co.nz/APL20 and, subject to Government restrictions, at Link
Market Services Limited, Level 11 Deloitte Centre, 80 Queen Street, Auckland (the "Special Meeting"). Details for
the Special Meeting can be found in the accompanying Notice of Meeting released on the NZX today.
Asset Plus’ major shareholder, Augusta Capital, continues to be supportive of the Munroe Lane Development and
has committed to take up 100% of its entitlement and its pro-rata portion of the placement and will seek to increase
its shareholding from 18.85% up to 19.99% through taking up part of any shortfall in the Entitlement Offer. Augusta
1
Assumes no sale of existing properties
Capital intends to vote all shares held by it in favour of the Munroe Lane Development at the Special Meeting.
Augusta Capital is now a wholly owned subsidiary of Centuria Capital Group.
The Munroe Lane Development
On 20 December 2019, Asset Plus announced the entry into the ADL with Auckland Council to construct the Munroe
Lane Development. Auckland Council will be the anchor tenant for the new office building, agreeing to lease nearly
two thirds of the total office net lettable area of 15,900m
2
on a 15-year lease from completion in December 2022.
Munroe Lane is in the heart of the Albany basin. It is located in close proximity to the Albany Lifestyle Centre and
Westfield shopping mall, key transport links including the park-and-ride which is expected to see increased
utilisation once the dedicated bus lane into Albany is completed. Leisure amenities including the North Harbour
stadium, are also nearby.
Key details for the Munroe Lane Development include:
• The bare land at 6-8 Munroe Lane was acquired on the 2nd of December 2019 for $7.25 million (current
book value of $7.5 million as at 31 August 2020)
• Remaining costs to completion for the Munroe Lane Development are estimated at approximately $120
million as at 31 August 2020
• Construction is expected to commence in November 2020, with an anticipated completion date of 14
November 2022 and a targeted completion date of 16 December 2022 under the Agreement to Develop
and Lease with Auckland Council
• Early Contractor Involvement (ECI) Agreement awarded to Icon after competitive procurement process –
to be converted to construction contract (based on NZS 3910 form) subject to shareholder approval
• Approximately 39% of estimated construction cost to completion fixed as at August 2020, with ~80%
anticipated to be fixed at the time of award of the construction contract. Balance (~20%) to be
competitively tendered by Icon with Asset Plus oversight as design packages become available to take
advantage of competitive sub-contractor market conditions
• The Manager of Asset Plus, Augusta Funds Management Limited, and its specialist development team will
oversee the development
• Auckland Council have signed an initial 15-year lease, commencing on completion of the development, with
two 6-year rights of renewal over 63% of the net lettable area
Further details regarding the Munroe Lane Development can be found in the accompanying Investor Presentation
released on the NZX today.
Equity Raise
The $60.2 million Equity Raise comprises a $12.1 million underwritten Placement and a $48.1 million underwritten
pro-rata accelerated Entitlement Offer. Both the Placement and Entitlement Offer will be undertaken at a fixed
price of $0.30 per new share (“New Shares”) which represents a discount of 17.8% to the last close price of $0.365
per share on Wednesday, 9 September 2020, and an 8.8% discount to the theoretical ex-rights price (TERP) of
$0.33
2
.
The Equity Raise is supported by Asset Plus’ largest shareholders, including Augusta Capital, with pro rata pre-
commitments amounting to $25.4 million received in total which has been excluded from the underwrite. The
balance of the Equity Raise is fully underwritten by Jarden Partners Limited.
Placement
The underwritten Placement will be conducted through a bookbuild in which institutional and other select investors
in New Zealand, Australia, Hong Kong, and Singapore will be invited to participate. A trading halt has been granted
by NZX prior to the market opening today.
The Placement will raise gross proceeds of approximately $12.1 million and is underwritten at a fixed price of $0.30
per share. The Placement will comprise the issue of approximately 40.5 million New Shares which represents 11.2%
of Asset Plus’ shares on issue following completion of the Equity Raise.
Settlement of the Placement is scheduled to take place on Wednesday, 16 September 2020 with commencement
of trading of New Shares on the NZX taking place shortly after on the same day. New Shares issued under the
Placement will not be granted entitlements under the Entitlement Offer.
Entitlement Offer
The underwritten 1 for 1.01 Entitlement Offer will raise a total of approximately $48.1 million at the same
application price as the Placement of $0.30 per New Share. The Entitlement Offer comprises the issue of
approximately 160.3 million New Shares which represents 44.2% of Asset Plus’ shares on issue following completion
of the Equity Raise.
The Entitlement Offer will be conducted in two parts, a component to institutional investors (“Institutional Offer”)
and a component to retail shareholders (“Retail Offer”). The Entitlement Offer is non-renounceable, and
entitlements will not be tradeable or otherwise transferrable.
Eligible shareholders under the Institutional Offer include sophisticated, professional and other institutional
shareholders located in New Zealand, Australia, Hong Kong, and Singapore as at 5.00pm (NZST) on the Record Date
of Monday, 14 September 2020 (“Record Date”). The Institutional Offer will be accelerated and will close at 5.00pm
on Thursday, 10 September 2020.
2
The TERP is the Theoretical Ex-Rights and Placement Adjusted Price at which Asset Plus ordinary shares would trade
immediately after the ex-rights date for the Entitlement Offer. TERP is calculated with reference to Asset Plus’ closing share
price of $0.365 on 9 September 2020 and includes all new shares issued under the Equity Raise. TERP is a theoretical
calculation only and the actual price at which Asset Plus ordinary shares will trade immediately after the ex-rights date for the
Entitlement Offer will depend on many factors and may not be equal to TERP.
The Retail Offer will be offered to eligible retail shareholders with a registered address in New Zealand or New
Caledonia as at 5.00pm (NZST) on the Record Date. The Retail Offer will open on Tuesday, 15 September 2020, and
close on Tuesday, 29 September 2020 (unless extended). Eligible retail shareholders who take up their entitlement
in full will not have their percentage shareholding in Asset Plus reduced as a result of the Entitlement Offer.
However, even eligible retail shareholders who take up their entitlement under the Entitlement Offer in full (but
do not acquire any New Shares under the Placement or any additional New Shares under the oversubscription
facility) will be diluted as a consequence of the Placement.
The Offer Document, containing full details of the Entitlement Offer, will be sent to Eligible Shareholders on
Tuesday, 15 September 2020. Eligible shareholders should go to www.assetplusoffer.co.nz from Tuesday, 15
September 2020 to 5.00pm on Tuesday, 29 September 2020 if they wish to apply.
Key Dates
The key dates* for the Equity Raise are:
Equity Raise timetable
Placement and Institutional Offer undertaken 10 September 2020
Record date for determining entitlements 5.00pm on 14 September 2020
Application forms sent to eligible shareholders and Retail Offer opens 15 September 2020
Settlement and allotment of New Shares issued under the Placement
and Institutional Offer
16 September 2020
Retail Offer closes 5.00pm on 29 September 2020
Settlement and allotment of New Shares issued under the Retail Offer 2 October 2020
Special Meeting of Shareholders timetable
Notice of Meeting released on the NZX 10 September 2020
Voting record date for Special Meeting of Shareholders 5.00pm on 25 September 2020
Special Meeting of Shareholders 2.00pm on 29 September 2020
Results from the Special Meeting of Shareholders 29 September 2020
*These dates are subject to change and are indicative only.
Additional Information
A conference call will be held at 10.45am, New Zealand time on 10 September 2020 regarding Asset Plus’ $60
million Equity Raise in connection with funding the Munroe Lane Development.
Participants can register for the conference by navigating to: https://s1.c-conf.com/diamondpass/10009904-
invite.html. The Conference ID is 10009904.
Please note that registered participants will receive their dial in number upon registration.
Additional information regarding the Equity Raise is contained in the Investor Presentation accompanying this
announcement. The Investor Presentation contains important information including key risks and foreign selling
restrictions with respect to the Equity Raise.
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors are
encouraged to seek appropriate professional advice before making any investment decision.
For any questions in respect of the Retail Offer, please visit www.assetplusoffer.co.nz or call Link Market Services
Limited on +64 9 375 5998 between 8:30am and 5.00pm (NZST) Monday to Friday during the Retail Offer period.
For other questions, investors should contact a professional adviser.
- ENDS -
For more information contact:
Bruce Cotterill
Chairman, Asset Plus Limited
021 668 881
OVERVIEW https://www.assetplusnz.co.nz/
Asset Plus invests in real estate assets throughout New Zealand, with a focus on the attractive Auckland market, where the risk
adjusted returns support the overall outperformance objectives of the fund. Asset Plus shareholders voted on 19 March 2018
to externalise the management of Asset Plus, to Augusta. Under Augusta’s management, Asset Plus focuses on a ‘Yield Plus
Growth’ investment strategy, targeting long term total returns that are greater than the benchmark return threshold detailed
by the S&P/NZX All Real Estate Index through value add and active management initiatives. Augusta externally manage Asset
Plus, report to the Asset Plus Board and provide shared service functions.
This announcement is not a product disclosure statement or offering document under New Zealand law or under any other
law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain
or purchase any securities in Asset Plus in any jurisdiction. This announcement does not constitute financial product advice or
investment advice and does not and will not form part of any contract for the acquisition of Asset Plus securities.
This announcement has been prepared for release in New Zealand. This announcement may not be released to US wire services
or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States (or to, or for the account or benefit of, any person in the United States) or in any other jurisdiction
in which such an offer would be unlawful.
The information in this announcement is of general background and does not purport to be complete. It should be read in
conjunction with Asset Plus' other market announcements lodged with NZX, which are available at
www.nzx.com/companies/APL.
---
Notice is hereby given that a Special Meeting of Shareholders of Asset Plus Limited
will be held as follows:
Date of Meeting: 29 September 2020
Time: commencing at 2.00pm
Online: www.virtualmeeting.co.nz/APL20
Physical meeting (subject to Government restrictions and to the extent otherwise
practicable): at Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street,
Auckland (with entry to the meeting room available from 1.30pm)
SPECIAL MEETING OF
SHAREHOLDERS
10 SEPTEMBER 2020
Contents
Special Meeting of Shareholders
This Notice of Meeting is an important document and
requires your attention. It should be read in its entirety.
It has been prepared by Asset Plus Limited (Asset Plus)
to advise you of the forthcoming Special Meeting and
to assist you in understanding the Resolutions to be
considered by Shareholders at that meeting.
The Board recommends that if you are in any doubt as
to any aspect of the matters to be considered and voted
on at the Special Meeting, you should seek independent
financial or legal advice.
For all enquiries relating to this Notice of Meeting, the
Resolutions or the Munroe Lane Development, please
contact the manager of Asset Plus, Augusta Funds
Management Limited, on +64 9 300 6161 or by email
at enquiries@augusta.co.nz or your financial adviser.
If you have any questions about how to complete the
proxy form, please contact the Registrar, the contact
details for which are set out in the Directory.
Forward-Looking Statements
This Notice of Meeting, the proxy form attached to it and
the Presentation contain forward-looking statements
including, without limitation, forward-looking statements
regarding the implementation of the Munroe Lane
Development, the financial position, business strategy and
plans and objectives of management for future operations
of Asset Plus based on Asset Plus’ current expectations
about future events.
Forward-looking statements contained in the Notice of
Meeting, proxy form attached to it and the Presentation
are subject to known and unknown uncertainties,
assumptions and risks that could cause the Munroe Lane
Development (if approved) not to be implemented or the
actual results, performance or achievements in relation
to the Munroe Lane Development to differ materially
from those expressed or implied by such forward-looking
statements. Such forward-looking statements are based
on numerous assumptions regarding completion of the
Munroe Lane Development and Asset Plus’ present and
future business strategies and the environment in which
Asset Plus will operate in the future. Matters not yet known
to Asset Plus or not currently considered material by Asset
Plus may impact upon these forward-looking statements.
Shareholders are cautioned not to place undue reliance on
such forward-looking statements.
General Information
The statements in the Notice of Meeting reflect views held
as at the date of this Notice of Meeting.
Unless otherwise indicated, capitalised terms have the
meaning set out in the Glossary.
All references to time in this Notice of Meeting are to
New Zealand Standard Time (unless the context
requires otherwise).
Any reference to “$” or “dollars” is to New Zealand currency.
Due to rounding, some totals may not correspond with the
sum of the separate figures.
NZX
NZX has confirmed that it does not object to this Notice
of Meeting. However, NZX takes no responsibility for any
statement in this Notice of Meeting.
COVID-19 Implications
Asset Plus may, in its sole discretion, elect to hold the
Special Meeting as an online only meeting if it considers
there are potential risks to the health of meeting
attendees or if an in-person meeting is prohibited
by law, as a result of significant developments in the
COVID-19 situation in New Zealand and restrictions on
the size of public gatherings. In such circumstances,
Asset Plus will provide shareholders with as much
notice as is reasonably practicable by way of an
announcement to the NZX and on the Company’s
website at www.assetplusnz.co.nz.
Important Note
Further Important Information
A presentation providing further important
information in relation to the Munroe Lane
Development accompanies this document
(the Presentation).
The Presentation includes details of the rationale
for the Munroe Lane Development. It also provides
a portfolio and trading update and explains in
more detail the expected impact of the Munroe
Lane Development for Asset Plus, including a
description of the key risks associated with the
Munroe Lane Development.
You should read the Presentation in full, as it
contains important information to assist you
in determining whether to vote in favour of
the Resolutions.
Asset Plus is subject to continuous disclosure
obligations under the Listing Rules. Asset Plus
may, prior to the Special Meeting, make additional
releases to NZX. Market releases by Asset Plus,
including its most recent financial statements,
are available at www.nzx.com/companies/APL/
announcements. Asset Plus recommends that
you read each of its market announcements
and any accompanying materials regarding the
Munroe Lane Development dated 10 September
2020 and that you monitor Asset Plus’ market
announcements following the date of this Notice
of Meeting.
There is other relevant information about Asset
Plus and its strategy and operations, including
Asset Plus’ annual financial statements (and
related materials) released on 16 June 2020, that
should be considered in conjunction with this
Notice of Meeting. This information is available
on Asset Plus’ website www.assetplusnz.co.nz/
nzx-announcements.
Special Meeting of Shareholders
1
Letter from
Asset Plus Chairman
Munroe Lane Development and
Equity Raising
VOTE IN FAVOUR
Dear Shareholder,
On 20 December 2019, Asset Plus announced the
development of an office building at Munroe Lane,
Albany backed by a 15-year lease with Auckland
Council (the Munroe Lane Development). On 10
September 2020, it was further announced that an
equity raise of approximately $60.2 million was being
undertaken to fund the Munroe Lane Development
(the Offer).
The Munroe Lane Development requires shareholder
approval. Therefore, on behalf of the directors of Asset
Plus, I am pleased to outline the opportunity before us
and recommend that all shareholders vote in favour
of the resolutions to be considered at the upcoming
special meeting (the Special Meeting). The Special
Meeting will be held at 2.00pm on 29 September 2020
online at www.virtualmeeting.co.nz/APL20, and to the
extent permitted by Government restrictions and other
practicable considerations, in person at the offices of
Link Market Services Limited, Level 11, Deloitte Centre,
80 Queen Street, Auckland.
You may recall that Asset Plus announced a $100
million equity raise in March, however, given global
volatility and uncertainty at that time, that offer was
withdrawn and the shareholder meeting to approve
the Munroe Lane Development scheduled for 31
March was cancelled. Since then, Auckland Council
has reconfirmed its desire for Asset Plus to progress
the Munroe Lane Development, and has agreed
to extend the funding and shareholder approval
condition associated with the development to 30
October 2020.
Asset Plus continues to explore the redevelopment of
35 Graham Street. However, as it is uncertain at this
stage which development option will be pursued,
we consider it prudent to focus on the Munroe Lane
Development and raise only $60.2 million at this time.
The Munroe Lane Development
On 20 December 2019, Asset Plus entered into
a conditional Agreement to Develop and Lease
(Agreement to Develop and Lease) with Auckland
Council to construct a 27,200m
2
gross floor area and
15,900m
2
net lettable area (NLA) office building in
Munroe Lane, Albany. Auckland Council will be the
anchor tenant for the new office building, agreeing
to lease nearly two thirds of the total office NLA on a
15-year lease from completion which is currently
expected in November 2022.
Munroe Lane is in the heart of the Albany basin. It
is located in close proximity to Albany Heights and
Albany Lake Reserves, the Westfield shopping mall
and key transport links including the park-and-ride.
Leisure amenities, including childcare, retail, food &
beverage, reserves and North Harbour stadium, are
also nearby.
Key details for the Munroe Lane Development include:
• The bare land at 6-8 Munroe Lane was acquired
on 2 December 2019 for $7.25 million. The current
estimated valuation as at 31 August 2020 is
$7.50 million.
• Total costs for the Munroe Lane Development
are currently estimated at $129.3 million, with
estimated costs to go of $119.8 million.
1
• Construction is expected to commence in
November 2020, with completion currently
anticipated to occur in November 2022.
• Resource Consent for the Munroe Lane
Development was received in May 2020.
• The Manager, Augusta Funds Management
Limited, and its specialist development team will
oversee the development.
• Auckland Council has signed an initial 15-year
lease, commencing on completion of the
development, with two 6-year rights of
renewal over 63% of the forecast income from
the development.
Following a competitive procurement process, on 28
July 2020, Asset Plus entered into an Early Contractor
Involvement Agreement in respect of the Munroe Lane
Development with Icon Co Pty (NZ) Limited (Icon).
Approximately 39% of the total construction costs
to completion have been fixed to date as part of the
Early Contractor Involvement Agreement. Structural
and services trades are currently out for tender, with
Asset Plus seeking to have approximately 80% of
total estimated costs fixed prior to entering into the
Construction Contract, and the balance of any costs
fixed before the end of 2020. Subject to Asset Plus
receiving shareholder approval for the Munroe Lane
Development, Asset Plus expects it will enter into a
construction contract with Icon in October 2020.
Asset Plus intends to hold the Munroe Lane Property
as a long-term investment on completion.
1
Based on current estimates. Actual costs of the Munroe Lane Development may be higher if Asset Plus’ estimates are incorrect or if construction costs increase for any reason,
including through delay or the impacts of COVID-19.
Special Meeting of Shareholders
2
Funding
Asset Plus is raising approximately $60.2 million in
new equity capital under the Offer to fund the Munroe
Lane Development.
The Offer is being undertaken in the form of a $12.1
million placement (the Placement) and $48.1 million
1 for 1.01 entitlement offer (the Entitlement Offer).
Asset Plus’ major shareholder, Augusta, has
committed to subscribe for its pro-rata portion of the
Offer (being 18.85% or $11.36 million). Augusta has
also indicated that it will seek to acquire additional
new shares under the Offer, up to a maximum
holding of 19.99% upon completion of the Offer. In
addition to Augusta’s commitment, Asset Plus has
received commitments from two of its other largest
shareholders to subscribe for their respective pro-rata
portions of the Offer, representing approximately
NZ$25.38 million (or 42.13%) of the total Offer
(including the pre-commitment from Augusta Capital).
The Offer, excluding the commitments described
above, is underwritten by Jarden Partners Limited.
Further details of the Offer, including application
instructions, will be contained in an offer document
(the Offer Document) expected to be sent to
shareholders on 15 September 2020. You can also
access information, including the Presentation and
announcements regarding the Offer and the
Munroe Lane Development, on our website at
https://www.assetplusnz.co.nz/nzx-announcements.
Shareholder Approval Required
Asset Plus will hold the Special Meeting to consider
the approval by shareholders of the Munroe Lane
Development and to ratify the issue of shares under
the Placement.
The resolution to approve the Munroe Lane
Development is a special resolution requiring at least
75% of the votes of those shareholders who are
eligible to vote and voting being voted in favour. The
resolution to ratify the issue of shares in the Placement
is an ordinary resolution and, while not required for
the Munroe Lane Development to proceed, will allow
Asset Plus to undertake a further placement up to the
applicable threshold in the Listing Rules in the next 12
month period should it wish to do so.
Ahead of the Special Meeting, the directors encourage
you to carefully read the presentation detailing the
proposed development accompanying this Notice
of Meeting (the Presentation). The Presentation
includes details of the rationale for the Munroe Lane
Development, the key risks involved and the key terms
of the Agreement to Develop and Lease. In particular,
you should refer to Section 5 of the Presentation
(Key Risks) before making an investment or a voting
decision. You should also refer to the Offer Document
before making an investment decision. The Offer will
be made under that document.
On behalf of the Board of Directors, I encourage you
to vote in favour of the Munroe Lane Development. If
you wish to do so, you can:
(a) attend the Special Meeting virtually via an
online platform provided by our share registrar,
Link Market Services at www.virtualmeeting.co.nz/
APL20;
(b) attend the Special Meeting in person (subject
to Government restrictions and to the extent
otherwise practicable); or
(c) cast a postal or proxy vote in advance of the
Special Meeting.
Shareholders attending and participating in the
Special Meeting virtually via the online platform
will be able to vote and ask questions during the
Special Meeting. More information regarding virtual
attendance at the Special Meeting (including how to
vote and ask questions virtually during the Special
Meeting) is available in the Virtual Meeting Online
Portal Guide available at www.virtualmeeting.co.nz/
help. If you wish to vote in advance of the Special
Meeting, it is important that your vote is received
before 2.00pm on Sunday, 27 September 2020 to
ensure that it is counted.
Further details on how to vote and where to return
your proxy/postal voting form are included on the
form itself, as well as in this Notice of Meeting.
On behalf of the Board, we thank you for your
continued support, and we welcome your
consideration of, and participation in, the Special
Meeting to consider the approval of the Munroe
Lane Development.
Yours sincerely,
Bruce Cotterill
Chairman
Special Meeting of Shareholders
3
Notice of Special Meeting
of Shareholders
Notice is hereby given that a Special Meeting of
Shareholders of Asset Plus Limited (Asset Plus) will be
held on 29 September 2020 commencing at 2.00pm:
(a) online at www.virtualmeeting.co.nz/APL20; and
(b) subject to Government restrictions and to the
extent otherwise practicable, at the offices of Link
Market Services Limited, Level 11, Deloitte Centre,
80 Queen Street, Auckland.
Capitalised terms used herein have the meanings set out
in the Glossary.
Agenda
1. Chairman’s introduction and address.
2. Presentation on the Munroe Lane Development.
3. Shareholder questions.
4. Consideration of and voting on the Resolutions.
Resolutions
A. Resolution 1 – Munroe Lane Development
(as a Special Resolution)
That:
(i) the entry into and performance of the Agreement
to Develop and Lease; and
(ii) the undertaking of the Munroe Lane
Development,
together with all associated and related agreements,
transactions, actions and matters, and incurrence of
any expenditure, that are reasonably necessary to
perform the Agreement to Develop and Lease and
complete the development, construction and leasing
of the Munroe Lane Property, by Asset Plus (or any
of its wholly-owned subsidiaries), as described or
referred to in the Explanatory Notes, be ratified and
approved for all purposes (including Listing Rule
5.1.1(b) and section 129 of the Companies Act).
Shareholders who cast all of the votes attached
to Shares registered in that Shareholder’s name
and having the same beneficial owner against the
resolution may have minority buy-out rights
should Resolution 1 pass (as described in the
Procedural Notes).
The Board recommends that Shareholders vote in
favour of Resolution 1.
B. Resolution 2 – Ratification of issue of
40,480,108 Shares under the Placement
(as an Ordinary Resolution)
That the previous issue under Listing Rule 4.5.1
of 40,480,108 fully paid ordinary shares in Asset
Plus to investors at an issue price of $0.30 per
share on or around 16 September 2020 under
the Placement, be approved and ratified for all
purposes, including Listing Rule 4.5.1(c).
The Board recommends that Shareholders vote in
favour of Resolution 2.
By order of the Board
Bruce Cotterill
Chairman
10 September 2020
Special Meeting of Shareholders
4
Explanatory
Notes
Major shareholder intends to vote
in favour
Asset Plus understands that its major shareholder,
Augusta Capital Limited
2
(Augusta), which currently
holds 18.85% of the Shares, intends to vote all of the
Shares that it holds in favour of Resolution 1. The
Board considers that this provides an endorsement of
the Munroe Lane Development.
Explanatory Notes relating to
Resolution 1:
Introduction
Resolution 1 provides for Shareholders to consider
and, if thought fit, approve the Munroe Lane
Development.
In order to undertake the Munroe Lane Development,
the Asset Plus Group has entered into a conditional
agreement with Auckland Council dated 20 December
2019, as varied by variation agreements dated 27
March 2020 and 22 July 2020, to develop and lease
the Munroe Lane Property (the Agreement to Develop
and Lease). The Agreement to Develop and Lease
remains subject to one remaining condition, being
that Asset Plus obtains shareholder approval and the
necessary funding.
The Munroe Lane Development requires the approval
of Shareholders by Special Resolution under Listing
Rule 5.1.1(b) and section 129 of the Companies Act, as
described below:
• Listing Rule 5.1.1(b): Listing Rule 5.1.1(b) requires
Asset Plus to seek Shareholder approval for
any transaction which involves (among other
things) the acquisition or disposition of assets
with a gross value in excess of 50% of Asset Plus’
Average Market Capitalisation (as that term is
defined in the Listing Rules).
3
Asset Plus currently
estimates the total expenditure it will incur in
undertaking the Munroe Lane Development
to be $129.3 million,
4
which is in excess of the
Average Market Capitalisation threshold for Asset
Plus under Listing Rule 5.1.1(b). Accordingly,
Shareholder approval under this Listing Rule is
required for Asset Plus to undertake the Munroe
Lane Development.
• Section 129 of the Companies Act: Under section
129 of the Companies Act, a company must
not enter into a “major transaction” unless the
transaction is approved, or is contingent on
approval by, a special resolution of shareholders.
A major transaction includes the acquisition of, or
agreement to acquire, assets the value of which is
more than half the value of the company’s assets
before the acquisition. A major transaction also
includes a transaction that has, or is likely to have,
the effect of the company incurring obligations
or liabilities, including contingent liabilities, the
value of which is more than half the value of the
company’s assets before the transaction.
The Agreement to Develop and Lease has been
entered into by Asset Plus Investments Limited (a
wholly-owned subsidiary of Asset Plus), Asset Plus
(as guarantor) and Auckland Council. Asset Plus
has provided a guarantee to Auckland Council
for all the obligations of Asset Plus Investments
Limited under the Agreement to Develop and
Lease in accordance with the terms of that
agreement. Asset Plus currently estimates that the
expenditure Asset Plus will incur in undertaking
the Munroe Lane Development will be $129.3
million.
5
The Asset Plus Group’s total assets had
a book value of approximately $145 million as at
31 March 2020. The Munroe Lane Development
is therefore likely to be a “major transaction” that
requires Shareholder approval by way of Special
Resolution in accordance with section 129 of the
Companies Act.
The passing of Resolution 1 will also authorise
Asset Plus to enter into, perform and undertake
any agreement, transaction, action or matter;
and to incur any expenditure, that is reasonably
necessary to perform the Agreement to
Develop and Lease and complete the Munroe
Lane Development.
2
Augusta is the parent company of the Manager.
3
The Average Market Capitalisation of Asset Plus is, in relation to the Munroe Lane Development, the volume weighted average market capitalisation of Asset Plus’ ordinary
shares calculated from trades on the NZX Main Board over the 5 Business Days (as defined in the Listing Rules) before the earlier of the day the transaction is entered into or
announced to the market. For the purposes of the Munroe Lane Development, the Average Market Capitalisation of Asset Plus is $102.1 million.
4
Based on current estimates including forecast capitalised interest costs, Managers fees and contingency. Actual costs of the Munroe Lane Development may be higher if Asset
Plus’ estimates are incorrect or if construction costs increase for any reason.
5
See footnote 4.
Special Meeting of Shareholders
5
Summary of the Munroe Lane Development
Nature of the Development
The Munroe Lane Development encompasses the
construction of a 27,200m
2
gross floor area and
15,900m
2
NLA office building in Munroe Lane, Albany.
Auckland Council will be the anchor tenant for the
new office building, having agreed to lease nearly
two thirds of the total office NLA on a 15-year lease
from completion which is currently expected in
November 2022.
The Munroe Lane Development will be a significant
office building, designed collaboratively with Auckland
Council. The Albany area has been identified for its
office sector growth, low vacancy levels and potential
to be a key node for the North of Auckland. The
Munroe Lane Development is in the heart of the
Albany basin. It is within close proximity to the Albany
Lifestyle Centre and the Westfield shopping mall and
key transport links including the park-and-ride which
is expected to see increased utilisation once the
dedicated bus lane into Albany is completed. Leisure
amenities, including the North Harbour stadium, are
also nearby.
Asset Plus is required to complete the Munroe Lane
Development to a 5-star Greenstar Design & Built
Rating, and is required to use reasonable endeavours
to complete the Munroe Lane Development to a 5-star
NABERSNZ rating. The Munroe Lane Development
has now been registered with the NZ Green Building
Council to obtain the design rating. The Munroe
Lane Development is expected to take advantage of
some of the latest sustainable building design and
construction techniques.
Asset Plus intends to hold the Munroe Lane Property
as a long-term investment on completion.
Shareholder approval and sufficient funding condition
The Agreement to Develop and Lease remains
conditional on Asset Plus obtaining shareholder
approval and the Asset Plus Group obtaining sufficient
funding to undertake the Munroe Lane Development.
This condition is required to be satisfied by
30 October 2020.
Timing and funding of Asset Plus’ expenditure on the
Munroe Lane Development
Asset Plus currently estimates that the expenditure
it will incur in undertaking the Munroe Lane
Development will be $129.3 million.
6
This expenditure
is expected to be made over the period to November
2022. This expenditure is expected to be covered by
debt facilities which are currently being finalised, with
the net proceeds expected to be raised through the
Offer being used to repay existing debt. See Section
5 (Key Risks – Increased levels of debt and higher
LVR) of the Presentation for more information about
the risks relating to the funding of the Munroe Lane
Development.
Fee payable to Manager
In accordance with the terms of the management
agreement between the Asset Plus Group and the
Manager, certain fees have been paid or will be
payable to the Manager in connection with the
Munroe Lane Development. See Appendix 6 of the
Presentation for more details.
Other relevant information
See Section 2 (Development Opportunities) of the
Presentation for a more detailed description of the
Munroe Lane Development, including the indicative
development timetable set out at Appendix 4 of the
Presentation and a description of certain key risks in
Section 5 (Key Risks – Key risks relating to the Munroe
Lane Development) of the Presentation.
1. The Agreement to Develop and Lease
The purpose of the Agreement to Develop and Lease
is to enable the Munroe Lane Development and to
secure Auckland Council as the anchor tenant.
The Agreement to Develop and Lease provides
for the Asset Plus Group to construct a 15,900m
2
NLA office building at the Munroe Lane Property.
Auckland Council has agreed to lease nearly two
thirds of the total NLA on a 15-year lease from
completion of the Munroe Lane Development,
which is expected in November 2022.
Other key terms of the Agreement to Develop
and Lease are set out in Appendix 5 (Key terms
of the Agreement to Develop and Lease) of
the Presentation.
2. Construction of the Munroe Lane
Development
Asset Plus entered into an Early Contractor
Involvement Agreement with Icon following a
competitive procurement process. Subject to
Resolution 1 being passed by Shareholders,
Asset Plus expects it will enter into a construction
contract (based on NZS 3910 form) with Icon
in October 2020, in advance of the expected
commencement of the construction works
targeted for November 2020. See Section 2
(Development Opportunities – Update on the
Munroe Lane Development construction process)
of the Presentation for further detail about the
proposed construction process, together with
the indicative development timetable set out at
Appendix 4 of the Presentation.
6
Based on current estimates including forecast capitalised interest costs, Managers fees and contingency. Actual costs of the Munroe Lane Development may be higher if Asset
Plus’ estimates are incorrect or if construction costs increase for any reason.
Special Meeting of Shareholders
6
What is the impact of the Munroe Lane
Development on the Asset Plus Group?
The Munroe Lane Development is expected to increase
the quality, size and value of the Asset Plus Group’s
portfolio as well as raising the NLA, Net Rental Income
and WALE of the Asset Plus Group.
Section 2 (Development Opportunities - Pro-forma
Portfolio metrics on completion of the Munroe Lane
Development) of the Presentation shows the key
portfolio metrics and how these are expected to
change following the Offer and on completion of
the Munroe Lane Development, based on current
expectations and assumptions relevant for the
project. You should also refer to Appendix 2 of the
Presentation (Pro forma Balance Sheet impact of
Munroe Lane Development) and Appendix 3 of the
Presentation (Key assumptions).
What is the rationale for the Munroe
Lane Development?
Asset Plus believes that the Munroe Lane Development
offers attractive risk-adjusted returns having regard to
the high quality tenant (Auckland Council) and extended
lease term secured to date, which aligns with Asset
Plus’ strategy of sourcing ‘yield plus growth’
investment opportunities.
In Asset Plus’ annual results presentation for the year
ended 31 March 2020, Asset Plus reiterated its four
strategic objectives. Those objectives, and how the
Munroe Lane Development assists in meeting those
objectives, are summarised below.
1. Objective 1: Increase the scale of
the portfolio
The Munroe Lane Development is expected to
increase the value of Asset Plus’ investment
properties by approximately $134.5 million (being
its “as complete” estimated valuation less the
current land carrying value of $7.5 million, subject
to the key assumptions set out in Appendix 3
of the Presentation) and is expected to reduce
Asset Plus’ management expense ratio due to
increased scale.
2. Objective 2: Reduce the share price to
NTA gap
The Munroe Lane Development (together with the
Offer) is expected to assist in reducing the current
gap between Asset Plus’ share price and NTA by:
(i) enhancing the quality of the Asset Plus Group’s
portfolio with a new A-Grade office building in
a high-growth area of Auckland that is well-
connected to key infrastructure;
(ii) executing on Asset Plus Group’s ‘yield plus growth’
strategy; and
(iii) increasing the market capitalisation and liquidity of
Asset Plus’ shares as a result of the Offer.
3. Objective 3: Set a strong platform for
sustainable growth moving forward
Asset Plus believes that successful delivery of the
Munroe Lane Development (together with the Offer)
will enhance Asset Plus’ portfolio and provide capital
options for future investment opportunities.
4. Objective 4: Provide an appropriate yield
reflective of the value-add, and total return
approach adopted
Asset Plus believes that the Munroe Lane
Development is expected to provide attractive
risk-adjusted returns having regard to the high
quality tenant (Auckland Council) and extended
lease term secured to date (which lease relates to
approximately 63% of the forecast income from
the development).
What are the implications of the Munroe Lane
Development not proceeding?
If Resolution 1 is not approved by Shareholders,
Asset Plus will not be able to satisfy the shareholder
approval condition in the Agreement to Develop and
Lease and, accordingly, will not be able to complete
the Munroe Lane Development.
In such circumstances, absent an alternative
agreement being made with Auckland Council that
is viable for Asset Plus, Asset Plus will need to cancel
the Agreement to Develop and Lease and the Munroe
Lane Development will not proceed. The Agreement to
Develop and Lease does not require Asset Plus to pay
Auckland Council any money in that circumstance.
The other implications if Shareholders do not approve
Resolution 1 are:
• costs incurred to date for the Munroe Lane
Development may not be able to be recovered
in full (the land was acquired for $7.25 million
(31 August 2020 valuation of $7.5 million) and
approximately $2 million of costs have been
incurred as at the date of this Notice of Meeting);
• Asset Plus’ pathway to growth via the Munroe
Lane Development would be lost, creating
uncertainty over its growth strategy (particularly
given that Munroe Lane is Asset Plus’ only current
pre-committed substantial growth project);
Special Meeting of Shareholders
7
• the Offer (or certain components of it) would still
complete, meaning Asset Plus would need to
consider alternative transactions to deploy the
proceeds received under the Offer. There may be
a cost to Asset Plus of carrying extra cash, to the
extent not used to repay any outstanding debt,
until those proceeds can be deployed;
• alternative development options would be
required to realise a return on the Munroe Lane
Property, which has already been acquired by
Asset Plus; and
• Asset Plus’ reputation is likely to be damaged,
which would affect Asset Plus’ ability to transact
in the future.
Even if Resolution 1 is approved by Shareholders,
failure to complete the Offer in full may result in
Asset Plus failing to satisfy the funding condition
in the Agreement to Develop and Lease, unless a
further extension to 23 December 2020 could be
agreed with Auckland Council, or alternative financing
arrangements could be obtained. If this were to occur,
and Asset Plus was unable to secure alternative
funding on satisfactory terms, Asset Plus would forgo
its growth pathway via the Munroe Lane Development.
What are the Key Risks of the Munroe Lane
Development?
As a significant project, there are a number of risks
associated with the Munroe Lane Development.
This section provides a high-level description of the
circumstances associated with the Munroe Lane
Development which may affect Asset Plus’ future
operating performance and financial position and the
value of Asset Plus’ shares during or following completion
of the Munroe Lane Development. However, this
summary does not cover all of the risks of an investment
in Asset Plus or of Asset Plus undertaking the Munroe
Lane Development.
Further detail on the key risks identified below are set
out in Section 5 of the Presentation (Key Risks). You
should read and consider those risks in detail before
deciding how to vote in respect of Resolution 1.
• Conditional on Shareholder approval: If Resolution
1 approving the Munroe Lane Development
does not become effective, absent an alternative
agreement being made with Auckland Council
that is viable for Asset Plus, Asset Plus will need
to cancel the Agreement to Develop and Lease
and the Munroe Lane Development will not
proceed. In that case, Asset Plus will have incurred
material costs and expenses associated with the
project which it may not be able to recover in
full, its pathway to growth via the Munroe Lane
Development would be lost, it would be over-
capitalised given that the institutional component
of the Offer will have completed and its reputation
is likely to be damaged.
• Increased levels of debt and higher LVR: Asset
Plus is planning to fund the estimated $119.8
million costs to complete the Munroe Lane
Development through a restructured banking
facility to be put in place with BNZ. Asset Plus’
borrowing capacity would increase from $75
million to $130 million. Asset Plus may not be
able to service the interest payments arising
from the increasing levels of debt that it will
incur during the development of the Munroe
Lane Development, in certain instances such as
unexpected costs or delays in the development
of Munroe Loan or unexpected events such as a
prolonged period of New Zealand being in Alert
Levels 3 or 4 in response to COVID-19 which
could materially impact rental income and the
valuations of its properties. A breach of any of
the covenants under the restructured banking
facility may result in it being terminated, and
Asset Plus may not be able to secure alternative
debt or other funding on acceptable terms, to
complete the Munroe Lane Development. Asset
Plus’ ability to maintain its LVR (which is subject
to a number of sensitivities, including portfolio
valuation and costs-overruns with the Munroe
Lane Development) below the relevant covenants
in its banking facilities is critical to the availability
of its financing arrangements to be drawn down
to complete the Munroe Lane Development, and
ultimately shareholder returns.
• Costs overrun and construction risk:
Approximately 39% of the total construction costs
to completion have been fixed, with Asset Plus
seeking to have approximately 80% fixed prior to
entering into the construction contract and the
balance of any costs fixed before the end of the
year. However, there may be unforeseen costs or
costs falling within the standard variation grounds
or exclusions to the fixed costs. There is also a risk
that the development may be more expensive to
complete, or will be delayed. In addition, there are
general construction risks relating to the Munroe
Lane Development which are outside of Asset
Plus’ control, such as the risk of delay, delayed
income returns, damages claims, contractor
error and/or cost overruns. Asset Plus also bears
the potential insolvency risks relating to the
construction contractor.
• Delay to completion: If completion of construction
for the Munroe Lane Development is delayed
beyond 16 December 2022, then, subject to any
permitted extensions and certain exceptions, the
Agreement to Develop and Lease requires Asset
Plus to pay liquidated damages of $12,883 per
day to Auckland Council. Delay could arise for
a number of reasons, including contractors not
being able to obtain labour or supplies due to
any “force majeure” type events. If the Munroe
Lane Development is not completed by 15 June
Special Meeting of Shareholders
8
2024 then, subject to any permitted extensions,
Auckland Council has the right to cancel the
Agreement to Develop and Lease and sue Asset
Plus for damages.
• Leasing of remaining Munroe Lane space:
Asset Plus may not be able to secure leasing
commitments for the un-let space at Munroe
Lane (being approximately 37% of the forecast
income from the development not leased to the
Auckland Council), or the terms on which those
tenants are secured may not be consistent with
those forecast. Reduced rent, or other incentives,
may be required to let any residual space, which
would affect project returns, yields and margins.
These circumstances would reduce Asset Plus’
returns on investment on the Munroe Lane
Development, which would in turn reduce any
returns to investors.
• Impact on dividends: Asset Plus’ ability to
maintain dividends at current levels, i.e., cash
dividend of 1.80 cents per share per annum
(excluding any imputation credits), may be
negatively impacted during the period of the
Munroe Lane Development (when its cash and
debt resources are being deployed to fund the
Munroe Lane Development), including if the costs
of the Munroe Lane Development are higher than
originally forecast.
• Portfolio mix and ability to secure long-term
leasing commitments: Asset Plus’ portfolio is
heavily weighted towards retail tenants, and the
non-retail component comprises office space. The
retail sector has experienced a significant change
in recent years, which has been exacerbated by
the impacts of COVID-19. In the office sector,
many employees of office-based businesses have
been working from home as a consequence
of COVID-19 restrictions which has reduced
the short-term demand for office leases. The
consequences of these factors is that there is an
increased likelihood of decreasing short-term
demand for retail and office space. Assets Plus’
ability to obtain sufficient leasing commitments
(in particular, at Graham Street) is critical to its
ability to source debt funding and/or to raise
further equity in the future to fund and complete
its developments.
• Tenant default, rent relief and rent abatement:
Asset Plus is exposed to the risk that its tenants
are unable to fulfil their contractual obligations,
including payment of rent. Default by tenants
and the cost of replacing such tenants (including
through incentives and/or capital expenditure) is
likely to have a negative impact on project returns,
yields and margins. Asset Plus has granted rent
relief and rental abatements in respect of the
first period of Government imposed Alert Level 3
or 4 restrictions, and it has budgeted for further
allowances during the balance of FY21. However,
if further Alert Level 3 or 4 restrictions are in place
for an extended period of time during the balance
of FY21, there is a risk that tenant default and
the level of rental support required to be given
by Asset Plus, materially increases, reducing the
available funding to complete the developments.
• Property valuation uncertainty: Due to COVID-19,
the valuations for Eastgate, Stoddard Road and
Kamo are provided on the basis of the external
independent valuer’s warning statement that
they are subject to “material market uncertainty”.
The valuations for Munroe Lane and Graham
Street are provided on the basis of the external
independent valuer’s warning statement that
they are subject to “uncertainty”. These warnings
mean there is less certainty around the valuations
and a greater degree of caution around the
valuer’s opinion of market value should be
applied than would normally be the case absent
the impacts of COVID-19. A valuation fall would
impact the price at which Asset Plus would be
able divest of one of its assets and could affect
Asset Plus’ capacity to borrow or its ability to
comply with its banking covenants.
• Economic downturn and impact of COVID-19:
As a result of COVID-19, New Zealand may
experience an economic downturn of uncertain
severity and duration, which may materially affect
Asset Plus’ tenants or leasing demand. This may
have an adverse impact on rents and/or Asset
Plus’ ability to lease premises or keep premises
tenanted, and on its operating and financial
performance. Due to the uncertainty regarding
the spread of COVID-19 in New Zealand, and the
timing within which New Zealand (or parts of
New Zealand) will exit the Government imposed
Alert Levels, at this time Asset Plus cannot
forecast the extent to which COVID-19 will impact
its business. However, there may be a material
adverse impact to earnings and/or asset values
for FY21 (and beyond) if New Zealand, or parts of
New Zealand, remain at the Government imposed
Alert Levels 3 or 4 for extended periods or there
are repeated lock downs.
Special Meeting of Shareholders
9
Explanatory Notes relating to
Resolution 2:
Resolution 2 provides for Shareholders to consider
and, if thought fit, approve the ratification of the issue
of 40,480,108 Shares under the Placement.
On 10 September 2020, Asset Plus announced
the Offer, comprising a $12.1 million underwritten
placement (Placement) and a $48.1 million
accelerated non-renounceable entitlement offer made
to eligible Shareholders (Entitlement Offer). Further
details of the Offer are set out in the Presentation and
the Offer Document.
Under the Placement, Asset Plus expects to issue
40,480,108 Shares on or around 16 September
2020 to institutional investors and other investors
(including Augusta and Salt Funds in reliance in the
NZX Waivers) who will be invited to participate in the
Placement at a price of $0.30 per Share. The total
number of Shares to be issued under the Placement
will be equal to approximately 25% of the issued
capital of Asset Plus as at 10 September 2020.
All the Shares to be issued under the Placement will be
issued under Listing Rule 4.5.1, as modified by the NZX
Class Ruling. In broad terms, that Listing Rule permits
an issue of Shares up to 15% of the issued share
capital of Asset Plus in any 12 month period without
prior Shareholder approval. This limit of 15% has been
temporarily increased to 25% by NZX Regulation until
the earlier of 31 October 2020 and a date specified by
NZX Regulation (upon giving not less than 10 business
days’ notice), pursuant to the NZX Class Ruling. This
increased limit was part of a package of relief granted
by NZX Regulation to facilitate capital raisings by
listed issuers in response to the impacts of COVID-19.
Resolution 2 is being proposed by the Board in
accordance with Listing Rule 4.5.1(c), which allows
Shareholders to ratify a prior issue of shares under
Listing Rule 4.5.1.
If Shareholders pass Resolution 2, and thereby ratify
the issue of 40,480,108 Shares under the Placement,
on 16 September 2020, the capacity to issue
Shares under Listing Rule 4.5.1 up to the applicable
percentage threshold permitted by the rule will be
refreshed by that number of Shares. This would
preserve the ability of Asset Plus to issue further
Shares up to the applicable percentage threshold
in accordance with Listing Rule 4.5.1, should Asset
Plus wish to undertake a further placement of equity
securities in the next 12 month period (subject to the
terms of the Underwriting Agreement).
Failure to pass Resolution 2 will not affect the validity
of the Shares to be issued under the Placement but
will reduce the number of Shares that can be issued
by Asset Plus under Listing Rule 4.5.1 for a period of
12 months from 16 September 2020.
Special Meeting of Shareholders
10
Explanatory Notes
Explanatory Notes relating to the Resolutions are
attached to and form part of this Notice of Meeting.
Attendance
All Shareholders who are registered as at 5.00pm
(New Zealand time) on 25 September 2020 are
entitled to attend online or in person and vote at the
Special Meeting.
Attendance online
To attend the meeting online please go to
www.virtualmeeting.co.nz/APL20. Shareholders
attending online will be able to vote and ask questions
during the Special Meeting. More information
regarding virtual attendance at the Special Meeting
(including how to vote and ask questions virtually
during the Special Meeting) is available in the Virtual
Meeting Online Portal Guide available at
www.virtualmeeting.co.nz/help.
If you are unable to attend the Special Meeting
in person or online, you may appoint a proxy or
representative (in the case of a corporate shareholder)
to attend and vote on your behalf. The notice
appointing a proxy or representative must be received
by Link Market Services Limited not later than 2.00pm
(New Zealand time) on 27 September 2020 by any of
the following means:
Online: Visit https://investorcentre.
linkmarketservices.co.nz/voting/APL and
follow the instructions
Email: Email meetings@linkmarketservices.co.nz
with “Asset Plus proxy” in the subject line
Facsimile: Fax your completed form to: +64 9 375 5990
Delivery: Deliver your completed form to: Link Market
Services Limited, Level 11, Deloitte Centre, 80
Queen Street, Auckland
Mail: Post your completed form to: C/- Link Market
Services Limited, PO Box 91976, Victoria
Street West, Auckland 1142
Attendance in person
If Government restrictions allow, the venue for the
Special Meeting for those Shareholders attending
in person is Link Market Services Limited, Level 11,
Deloitte Centre, 80 Queen Street, Auckland (with entry
to the meeting room available from 1.30pm).
Asset Plus may, in its sole discretion, elect to hold
the Special Meeting as an online only meeting if
it considers there are potential risks to the health
of meeting attendees or if an in-person meeting
is prohibited by law, as a result of significant
developments in the COVID-19 situation in
New Zealand and restrictions on the size of public
gatherings. In such circumstances, Asset Plus will
provide shareholders with as much notice as is
reasonably practicable by way of an announcement
to the NZX and on the Company’s website at
www.assetplusnz.co.nz.
Proxies and representatives
A proxy or representative need not be a Shareholder
and may be appointed by completing the proxy
form attached to this Notice of Meeting. The
appointment of a proxy or representative does not
preclude a Shareholder from attending and voting in
person or online at the Special Meeting or carrying
this out electronically as set out in the proxy form
accompanying this notice. However, please note
that your proxy will not be able to vote at the Special
Meeting unless you have provided a voting direction
or discretion. If you do not provide an election in
respect of the resolutions, your direction is to abstain.
If you make more than one election in respect of any
resolution your vote will be invalid on that resolution.
If you do not name a person as your proxy but
have indicated on this form how you wish to vote,
the Chairman of the Special Meeting will vote in
accordance with your express instructions.
You may appoint the Chairman of the Special
Meeting as your proxy. If you appoint the Chairman
of the Special Meeting as proxy and elect to give him
discretion on how to vote, then he intends to vote your
Shares in favour of the Resolutions.
Procedural Notes and
Other Information
Special Meeting of Shareholders
11
Resolutions
Resolution 1 will only be effective if approved by Special
Resolution at the Special Meeting. A Special Resolution
means a resolution passed by not less than 75% of the
votes of those Shareholders entitled to vote and voting
on the resolution.
Resolution 2 will be passed if approved by Ordinary
Resolution at the Special Meeting. An Ordinary
Resolution means a resolution passed by a simple
majority (i.e., over 50%) of the votes of those
Shareholders entitled to vote and voting on
the Resolution.
Minority buy-out rights
Minority buy-out rights may apply to Resolution 1. If a
Shareholder casts all the votes attached to the Shares
registered in that Shareholder’s name and having
the same beneficial owner against Resolution 1, and
Resolution 1 passes, then that Shareholder is entitled
to require Asset Plus to purchase those Shares if the
Shareholder elects to do so under and in accordance with
section 111 of the Companies Act.
The Companies Act prescribes specific procedures in
relation to the exercise of such minority buy-out rights,
including that a Shareholder who is entitled, and
wishes, to exercise such rights must give written notice
to Asset Plus within 10 working days of the passing of
Resolution 1 (being 5.00pm (New Zealand time) on
13 October 2020).
Within 20 working days of receipt of a written notice
from a Shareholder, the Board must:
(a) agree to purchase the Shares; or
(b) arrange for some other person to purchase the
Shares; or
(c) apply to the court for an order exempting Asset
Plus from the obligation to purchase the Shares on
specified grounds; or
(d) arrange for the relevant special resolution to be
rescinded by special resolution of shareholders, or
decide in the appropriate manner not to take the
action concerned, as the case may be.
The Board’s decision must be provided to the
Shareholder in a written notice within that specified 20
working day period.
If the Board agrees to purchase the Shares, the Board
must offer a price for the Shares that the Board considers
to be fair and reasonable as at the close of business on
the day before the Special Meeting. Shareholders are
entitled to object to the price offered in accordance with
the process set out in the Companies Act, in which
case a fair and reasonable price will be determined
by arbitration.
Any Shareholder wishing to exercise these buy-out rights
should seek independent legal and financial advice.
Voting Restrictions
All Shareholders are eligible to vote on Resolution 1.
In accordance with Listing Rule 6.3.1, Asset Plus will
disregard any votes cast in favour of Resolution 2
by any Shareholder who acquired Shares under the
Placement (and their respective Associated Persons,
(as such term is defined in the Listing Rules).
Special Meeting of Shareholders
12
Agreement to Develop and Lease
the agreement to develop and lease between Asset Plus Investments Limited,
Asset Plus and Auckland Council dated 20 December 2019, as varied by
variation agreements dated 27 March 2020 and 22 July 2020
Asset Plus
Asset Plus Limited
Asset Plus Group
Asset Plus and all of its subsidiaries
Augusta
Augusta Capital Limited
Board
the Board of Directors of Asset Plus
Chairmanthe Chairman of the Board
Companies Act
Companies Act 1993
Eastgatethe Eastgate Shopping Centre, Christchurch owned by the Asset Plus Group
Entitlement Offer
the accelerated non-renounceable entitlement offer made to eligible
Shareholders at a price of $0.30 per Share, as further described in the
Offer Document
Explanatory Notes
the explanatory notes on the Resolutions attached to, and forming part of, this
Notice of Meeting
Glossary
this glossary of terms
Graham Streetthe property owned by the Asset Plus Group at 35 Graham Street, Auckland
Greenstar Rating
a Green Star – Design and As Built Rating under the Design and As Built tool
V1.0 certified by the New Zealand Green Building Council
Icon
Icon Co (Pty) NZ Limited (NZ Company No. 6299547)
Kamothe bare land owned by the Asset Plus Group at Kamo, Whangarei
Listing Rules
the Listing Rules of the NZX Main Board
LVR
the ratio of bank debt owing by Asset Plus to the total valuations of
Asset Plus' properties
Main Board
the main board equity securities market operated by NZX
Manager
Augusta Funds Management Limited in its capacity as manager of Asset Plus
Munroe Lane Development
the development, construction and leasing of the Munroe Lane Property
in accordance with the Agreement to Develop and Lease as described in
the Explanatory Notes and all other associated and related agreements,
transactions, actions and matters that are reasonably necessary to complete
the development, construction and leasing of the Munroe Lane Property in
accordance with the Agreement to Develop and Lease
Munroe Lane Property
the property located at 6-8 Munroe Lane, Albany, Auckland (being Lots 3 and 4
Deposited Plan 435114 contained in records of title 531791 and 531792)
Glossary
Special Meeting of Shareholders
13
NABERSNZ
National Australian Built Environmental Rating System (NABERS) owned by the
NSW Office of Environment and Heritage (or by any successor or other body
administering NABERS from time to time) and licenced to the Energy Efficiency
and Conservation Authority in New Zealand (EECA) and administered on behalf
of EECA by the New Zealand Green Building Council, in the form in which it
applied on the date of the Agreement to Develop and Lease
Net Rental Income
the income generated by investment property after deducting all operating
expenses from the gross rental income
NLA
net lettable area
NTA
net tangible assets
Notice of Meeting
this notice of special meeting to be distributed to Shareholders
NZX
NZX Limited
NZX Class Ruling
the class waiver and ruling issued by NZX Regulation dated 19 March 2020
NZX Waivers
the NZX Class Ruling and the waivers issued by NZX Regulation in favour of
Asset Plus dated 10 September 2020
Offer
the Offer of new Shares by Asset Plus to raise up to approximately
$60.2 million by way of the Placement and Entitlement Offer, as announced
on 10 September 2020
Offer Document
the Offer Document dated 10 September 2020 setting out further details of the
Entitlement Offer, including application instructions
Ordinary Resolution
a resolution of Shareholders approved by a simple majority (i.e., over 50%) of
the votes of those Shareholders entitled to vote and voting on the matter
Placement
the placement of 40,480,108 fully paid ordinary Shares announced on 10
September 2020 at a price of $0.30 per Share
Presentation
the presentation accompanying this Notice of Meeting
Procedural Notes
the procedural notes attached to, and forming part of, this Notice of Meeting
Registrar
Link Market Services Limited
Resolutions
the resolutions set out in this Notice of Meeting
Salt FundsSalt Funds Management Limited
Share
an ordinary share in Asset Plus
Shareholders
those persons who hold Shares in Asset Plus
Special Meeting
the special meeting of Shareholders to be held on 29 September 2020
commencing at 2.00pm:
(a) online at www.virtualmeeting.co.nz/APL20; and
(b) subject to Government restrictions and to the extent otherwise practicable,
at the offices of Link Market Services Limited, Level 11 Deloitte Centre, 80
Queen Street, Auckland
Special Resolution
a resolution of Shareholders approved by not less than 75% of the votes of
those Shareholders entitled to vote and voting on the matter
Stoddard Roadthe property owned by the Asset Plus Group at 22 Stoddard Road, Auckland
Underwriting Agreement
the underwriting agreement entered into between Asset Plus, Jarden Securities
Limited and Jarden Partners Limited dated 10 September 2020. A summary of
the key terms of the Underwriting Agreement is set out in the Offer Document
WALE
weighted average lease expiry
Special Meeting of Shareholders
14
Directory
Company
Asset Plus Limited
C/- Augusta Funds Management Limited
Level 2, Bayleys House
30 Gaunt Street
Wynyard Quarter
Auckland 1010
PO Box 37953
Parnell 1151
https://assetplusnz.co.nz/
Registrar
Link Market Services Limited
Level 11
Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Telephone: +64 9 375 5998
Legal Advisers
Bell Gully
Level 21
48 Shortland Street
Auckland 1140
Special Meeting of Shareholders
15
---
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
EQUITY RAISE TO FUND
THE MUNROE LANE
DEVELOPMENT
0
9
2
0
2
0
Artist impression of the Munroe Lane Development
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
Disclaimer and important notice
This presentation has been prepared by Asset Plus Limited (Asset Plus, APLor the Company) in connection with the:
▪special shareholder meeting to consider (among other things) matters relating to the proposed development by Asset Plus of the property located at 6-8 Munroe Lane, Albany (Munroe Lane
Development); and
▪an offer of new shares in Asset Plus (New Shares) to be made to eligible shareholders of Asset Plus and selected investors pursuant to a placement and an accelerated non-renounceable entitlement
offer (the Equity Raiseor Offer), under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA)
Information
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible
investment in Asset Plus or that would be required in a product disclosure statement for the purposes of the FMCA. Asset Plusissubject to a disclosure obligation that requires it to notify certain
material information to NZX Limited (NZX). This presentation should be read in conjunction with Asset Plus'other periodic and continuous disclosure announcements released to NZX (which are
available at www.nzx.com/companies/APL). No information set out in this presentation will form the basis of any contract.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire Asset Plus securities, and has been prepared without taking into
account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investorsshould consider the appropriateness of the information having regard to
their own objectives, financial situation and needs and consult an NZX Firm or solicitor, accountant or other professional advisor if necessary.
Investment risk
An investment in securities in Asset Plus is subject to investment and other known and unknown risks, some of which are beyond the control of Asset Plus. Neither Asset Plus nor Augusta Funds
Management Limited (the Manager) guarantees any particular rate of return or the performance of Asset Plus.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or anyother law (and will not be lodged with the Registrar of Financial Service
Providers). This presentation is for information purposes only and is not an invitation or offer of securities for subscription,purchase or sale in any jurisdiction. Any decision to purchase New Shares in
the Offer must be made on the basis of all information provided in relation to the Offer, including information to be contained in a separate offer document which will be available following its
lodgment with NZX (Offer Document). Any eligible shareholder who wishes to participate in the Offer should consider the Offer Document in deciding to apply underthat offer. Anyone who wishes to
apply for New Shares under the Offer will need to apply in accordance with the instructions contained in the Offer Document and the application form. This presentation does not constitute investment
or financial advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares. This
presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.The distribution of this presentation outside New Zealand may be restricted by
law. Any recipient of this presentation who is outside New Zealand must seek advice on and observe any such restrictions. Refer to the section "International Offer Restrictions" in Appendix 11 of this
presentation for information on restrictions on eligibility criteria to participate in the Offer.
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
Disclaimer and important notice
Disclaimer
None of Jarden Securities Limited, Jarden Partners Limited or their related companies and affiliates (Underwriters) take any responsibility for any part of this presentation. None of Asset Plus, the
Manager, the Underwriters or their 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 omittedfrom this presentation or otherwise arising in connection therewith
(including for negligence, default, misrepresentation or by omission and whether arising under statute, in contract or equityorfrom any other cause). To the maximum extent permitted by law, no
Specified Person makes any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. You agree that you will
not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentationand content of this presentation and waive any rights you may otherwise
have in this respect. The Underwriters may have interests in the securities of Asset Plus, including providing investment banking services to Asset Plus. Further, the Underwriters may act as market
maker or buy or sell those securities or associated derivatives as principal or agent. The Underwriters may receive fees for acting in their capacity as arrangers and underwriters of the Offer.
Past performance
Past performance information provided in this presentation may not be a reliable indication of future performance. No guarantee of future returns is implied or given.
Forward-looking statements
This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Asset Plus. Forward-looking statements can generally be
identified by use of words such as 'project', 'foresee', 'plan', 'expect’, 'aim', 'intend', 'anticipate', 'believe', 'estimate','may', 'should', 'will' or similar expressions. All such forward-looking statements
involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Asset Plus, which may cause the actual results or
performance of Asset Plus to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of
the date of this presentation. Asset Plus undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep
current any of the information contained herein. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and performance) are
based upon the best judgement of Asset Plus from the information available as of the date of this presentation. Actual results may vary from the projections and such variations may be material. You
are cautioned not to place undue reliance on forward-looking statements.
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
Disclaimer and important notice
Financial information
The financial information included in this presentation has been prepared (unless otherwise specified) on a basis consistent with the standards used in preparation of Asset Plus’31 March 2020 Annual
Financial Statements. Minor variances may exist in this presentation due to rounding.
NZX
The New Shares will be quoted on the NZX Main Board following completion of allotment procedures. However, NZX accepts no responsibility for any statement in this presentation. NZX is a licensed
market operator, and the NZX Main Board is a licensed market under the FMCA.
Acceptance
By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed
that: (i) you have read and agree to comply with the contents of this Disclaimer and Important Notice; (ii) you are permittedunder applicable laws and regulations to receive the information contained
in this presentation; (iii) you will base any investment decision solely on information released by Asset Plus via NZX (including, in the case of the Offer, the Offer Document); and (iv) you agree that this
presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly,toany other person or published, in whole or in part, for any purpose. For
the purposes of this Disclaimer and Important Notice, "presentation" shall mean the slides, any oral presentation of the slides by Asset Plus, any question-and-answer session that follows that oral
presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation. The information and opinions contained in this presentation are provided as at the
date of this presentation and are subject to change without notice. Asset Plus reserves the right to withdraw, or vary the timetable for, the Offer without notice.
Defined terms
Capitalisedterms used in this presentation have the specific meaning given to them herein, or otherwise as defined in the Offer Documentand Notice of Meeting.
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
5
Raising $60 million in connection with funding the Munroe Lane Development
Funding the Munroe Lane
Development
▪APL is today launching a $60.2m Equity Raise and is restructuring its banking facilities in connection with funding the Munroe Lane
Development and satisfaction of the funding condition under the Agreement to Develop and Lease with Auckland Council
▪The Equity Raise proceeds will be used to repay outstanding debt and banking facilities are to be increased from $75m to an aggregate
limit of $130m (see page 22) providing sufficient headroom to fund the remaining costs to complete the Munroe Lane Development
▪New Shares will be issued at $0.30 per share representing an 8.8% discount to the theoretical ex-rights price of $0.33 per share
▪APL’s major shareholder, Augusta Capital, is seeking to increase its stake in APL to 19.99% through the Equity Raise
Update on Munroe Lane
Development
▪In March 2020, Auckland Council granted APL an extension to the funding and shareholder approval condition under the Agreement to
Develop and Lease in respect of the Munroe Lane Development, 63% by forecast income pre-leased to Auckland Council under a 15-year
lease. APL must now satisfy the funding and shareholder approval condition by 30 October 2020
▪APL obtained resource consent for the Munroe Lane Development in May 2020
▪Estimated remaining cost to completion of approximately $120m
▪Early Contractor Involvement Agreement awarded to Icon after competitive procurement process with approximately 39% of the estimated
construction cost to completion currently fixed, with a target of 80% to be fixed prior to awarding the construction contract
▪APL intends to hold Munroe Lane as a long-term investment upon completion
Update on Asset Plus portfolio
performance following
COVID-19
▪Portfolio performance impacted by COVID-19 with rental abatements and relief applied in the half year to 30 September 2020 expected to
reduce operating earnings by $0.68m, equivalent to approximately 5% of the current annualisedgross rental income
▪Portfolio valuations increased $9.2m, and the Kamoland was purchased for $2.1m, increasing the portfolio value from $142.1m in March
2020 to $153.4m as at 31 August 2020, as the impacts of COVID-19 have been less severe than originally anticipated at the end ofFY20
1
▪Acquisition of a development site in Kamoextends the future development pipeline of APL beyond Munroe Lane and Graham Street, and is
in line with APL’s “yield plus growth” strategy
1.Final valuations have been received and approved by the Board but are subject to further auditor review as part of the half yearreporting process at 30 September 2020. See Section 5 (Key Risks –Property valuation uncertainty)
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
6
Update on Centuria Capital
Centuria Capital is supportive of the Munroe Lane
Development and is seeking to increase its stake in Asset
Plus to 19.99%
▪The Manager of Asset Plus, Augusta Funds Management, has
recently undergone a change of ownership following ASX-
listed, Centuria Capital Group’s takeover of Augusta Capital
1
▪Centuria Capital is fully supportive of the Munroe Lane
Development and accompanying Equity Raise –Centuria
Capital will seek to increase its holding in Asset Plus, via
Augusta Capital, from 18.85% to 19.99% through its
participation in the Equity Raise
1.As per the announcement by Augusta Capital on 7 August 2020, Centuria New Zealand Holdings Limited
received acceptances for more than 90% of the voting rights in Augusta Capital and issued a formal notice of
its intention to compulsorily acquire the remaining 10% of Augusta Capital shares on issue. This process
completed on 7 September 2020
Artist impression of the Munroe Lane Development
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
01
Development
Opportunities
0203
Portfolio and
Trading
Update
Financial
Update
7
04
Equity Raise
Overview
Overview
Key Risks
0506
Appendices
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
PORTFOLIO AND
TRADING UPDATE
0
1
Artist impression of 35 Graham Street
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
Image TBA
9
Impacts of COVID-19 to date
Update on APL’s portfolio performance
▪Rental abatements and relief expected to impact 1H21 operating
income by $0.68m ($0.49m after-tax), equivalent to approximately
5% of the current annualisedgross rental income
▪Majority of rental abatements and relief are now agreed, however
regular monitoring of smaller retail operator performance continues
▪The NPAT impact of the above will be partially offset by the
reintroduction of building depreciation in the current financial year
▪The full impact of COVID-19 will not be known for some time –See
Section 5 (Key Risks –Tenant default, rent relief and rent abatement)
▪While upfront rental abatement and relief has been granted in
respect of the first lock-down period, preservation of long-term value
is also a key strategy. This includes ensuring the continuing
operations of all retail tenants which may involve further rental relief
and abatements being applied (including as a result of Auckland’s
lock-down period in August 2020)
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
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10
Office sector outlook
▪APL believes that the office sector remains attractive on a long-term basis despite the impacts of COVID-19 (e.g. working from home) –this
view is shared by certain industry commentators, as outlined below
▪Expected increased flight to quality & amenity, with customers & staff being the priority –“cost is not necessarily the answer”
1
▪As a result of COVID-19, peak vacancy rates in the Auckland office market are expected to increase from 6.3% as at June 2020 (25,171m
2
available for sublease as a direct result of COVID-19), but stabiliseto vacancy levels of ~8.0% by the end of 2023, which sits below the long
term average vacancy rate of 10.4%
1
▪Annual average prime office rental growth projections have reduced from 3% to 2%, and incentives are forecast to increase from ~13% to
~18% to reflect the change in the supply-demand curve
1
▪Auckland office sector remains attractive with supportive long-term demand drivers
2
‒Auckland is expected to achieve average 5-year annual rental growth of 2.2%
‒While Colliers expects the concept of core markets and core assets to be emphasised again, in the office sector “core” does not
necessarily imply location in CBDs. Office assets in decentralised areas and business parks may well be more attractive, since these
districts are likely to benefit from demand for relocation to cheaper areas and for satellite offices
‒Colliers believes office markets with solid rent growth (specifically including Auckland) have the greatest potential for long-term capital
appreciation
1.Source: Colliers NZ Research, June 2020
2.Source: Colliers APAC 1H 2020 Report & 5-year outlook
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
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Key Metrics –estimated as at 31 August 2020
$153.4m
(Mar-20: $142.1m)
98%
(Mar-20: 98%)
2.9 years
(Mar-20: 3.2)
72
(Mar-20: 71)
5
(Mar-20: 4)
35.6%
(Mar-20: 34.3%)
$0.63
(Mar-20: $0.57)
11
1.In the period since 31 March 2020, the Kamoproperty was acquired on 30 July 2020 for $2.125m
2.Final valuations have been received and approved by the Board but are subject to further auditor review as part of the half yearreporting process at 30 September 2020. See Section 5 (Key Risks –Property valuation uncertainty)
3.Portfolio value and LVR exclude capital expenditure incurred in relation to the developments at Munroe Lane and Graham Street, amounting to $3.1m in total. Such amount is included in the NTA figure shown above
4.Eastgate WALE and occupancy excludes the agreement to leases entered into with Restaurant Brands, one of which is subject to resource consent and completion of a development
Portfolio Value
1,2,3
WALE
4
Properties
1
LVR
1,2,3
OccupancyNumber of TenantsNTA
3
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
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DEVELOPMENT
OPPORTUNITIES
0
2
Artist impression of the Munroe Lane Development
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
13
The Munroe Lane Development
The Munroe Lane
Development requires
shareholder approval.
Asset Plus will hold a
shareholder meeting to
approve the Munroe Lane
Development at 2.00pm
on Tuesday, 29 September
2020
Artist impression of the Munroe Lane Development
▪On 20 December 2019, APL announced the development of a 26,500m
2
(GFA) /
15,100m
2
(NLA) building in Albany, 63% by forecast income pre-leased, with a 15-year
lease to Auckland Council
▪Resource Consent was obtained in May 2020, which increased the GFA to 27,200m
2
and
NLA to 15,900m
2
▪Since APL withdrew the March equity raising due to uncertainties at that time, Auckland
Council has reconfirmed its desire to progress the Munroe Lane Development and
agreed to extend the funding condition to 30 October 2020
▪The Agreement to Develop and Lease is subject to approval by shareholders at the
Special Meeting, to take place on 29 September 2020
1
▪The marketing process for the remaining vacant space at Munroe Lane will commence
in late September 2020
▪Construction is expected to commence in November 2020, with an anticipated
completion date of 14 November 2022 and a targeted completion date of 16 December
2022 under the ADL
▪APL believes the Munroe Lane Development offers attractive risk-adjusted returns
having regard to the high-quality tenant and extended lease term secured to date
▪APL intends to hold Munroe Lane as a long-term investment upon completion
Albany:
Vacancy (prime) 0.0%
4
CBD:
Vacancy (prime)3.5%
4
Albany has been identified for its
office sector growth and low
vacancy levels
▪As one of Auckland’s three key
nodes outside of the city centre, it
will continue to evolve and
develop over time as the key
node for the north of Auckland
2
▪Recent large infrastructure
developments, including the
extended busway, improve links
and access
3
1.For further information, shareholders should refer to the Notice of Meeting to be sent to shareholders on 11 September 2020
2.Source: Auckland Council “Auckland Plan 2050” (https://www.aucklandcouncil.govt.nz/plans-projects-policies-reports-
bylaws/our-plans-strategies/auckland-plan/development-strategy/future-auckland/Pages/what-albany-look-like-future.aspx)
3.Source: NZTA
4.Source: Colliers International Research, June 2020
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
Assetplusnz.co.nz
▪6 levels plus 2 basement carparking level development in the heart of
Albany with 224 carparks
▪Large floor plates of ~3,000 m
2
each
▪~425m
2
of expected Café / Food & Beverage / Retail outlets on
ground level
▪Excellent daylighting due to three street frontages and an adjoining
laneway
▪63% (by forecast income) pre-leased on a 15-year lease to Auckland
Council. Target September 2020 to commence marketing of the
balance of unleased space
▪Estimated remaining cost to completion of $119.8m as at 31 August
2020
▪The development has an ‘as if complete’ valuation by Jones Lang
LaSalle (JLL) of $142.0m(dated 31 August 2020), representing a
development margin of 9.8% including land
1,2
▪It is intended that Munroe Lane will be held as a long-term asset
upon completion
▪An indicative timetable outlining key milestones, including the current
targeted completion date, for the Munroe Lane Development is
shown in Appendix 4
Munroe Lane, Albany
Gross Floor Area (GFA)27,200 m
2
Net Lettable Area (NLA)15,900 m
2
Expected yield on cost
2
5.9%
Estimated total development cost
2
$129.3m
Value on Completion (JLL)$142.0m
Development margin
2
9.8%
Munroe Lane –Indicative Metrics
1
14
1.See Appendix 3 for a description of key assumptions surrounding these Indicative Metrics, including the valuer’s assumptions.
2.Includes forecast capitalised interest costs, Managers fees and contingency
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
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15
Update on the Munroe Lane Development construction process
▪Developed design has been completed with detailed design underway
▪Early Contractor Involvement (ECI) Agreement awarded to Icon after competitive procurement process –to be converted to construction contract (based on
NZS 3910 form) subject to shareholder approval
‒Parent company guarantee from Icon’s Australian parent with liability limited to the same level as Icon, being $50m plus 50% of the remaining contract
value (parent liability cap mirrors that of Icon under the construction contract)
‒Construction contract includes a 4% performance bond, and 2% retentions from progress payments. 50% of retentions will be held for 12 months from
practical completion to secure performance during the 12-month defects liability period
‒If the contractor does not complete the project by the target completion date, liquidated damages of $10,000 per day are payablefrom 1 December
2022 until 13 December 2022, with $20,500 per day payable from 14 December 2022 until completion, with a cap on damages of 10% of the contract
price (estimated at $9.5m). Liquidated damages of $12,883 per day are payable from APL to Auckland Council if completion is delayed beyond 16
December 2022
1
‒Buffer period of 4 weeks and 4 days between anticipated completion date of 14 November 2022 and target completion date of 16 December 2022
under the ADL
‒Approximately 39% of estimated construction cost to completion fixed as at August 2020, with ~80% anticipated to be fixed at thetime of award of the
construction contract. Balance (~20%) to be competitively tendered by Icon with APL oversight as design packages become available to take advantage
of competitive sub-contractor market conditions
‒Staged consenting strategy, with early works to be undertaken in October 2020, with piling and construction commencing in November 2020
‒Contingency of $5.75m being carried (6% on total construction cost of $95m)
‒Variation and extension of time provisions are not unusual for a construction contract of this nature
1.All dates noted in this point are subject to the extension of time and event of delay provisions in the Agreement to Develop andLease with Auckland Council and the Construction Contract with Icon.
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
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NorthernMotorway
Westfield Albany
Auckland CBD
North Harbour QBE
Stadium
IAG
BNZ New Office
RislandApartments
Munroe Lane
•Close proximity to both Albany Heights and Albany Lake Reserves
•Ready access to State Highway 1
•Minutes to the Albany Bus Station Park & Ride
•Highly visible and accessible site
•Extensive local amenities including: childcare, retail, food & beverage, leisure,
reserves and sport facilities
Munroe Lane
Location and Amenity
Note: Photos in boxes show expected new buildings
Albany Park-and-Ride
OtehaValley Road
Asset Plus, Equity Raise to Fund the Munroe Lane Development | September 2020
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Pro-forma portfolio metrics on completion of the Munroe Lane Development
The table below shows indicative key portfolio metrics, on the following four bases:
▪APL today–portfolio value is based on final valuations that have been received and approved by the Board but are subject to further auditor review as part of the
half year reporting process at 30 September 2020. Further details will be included in APL’s half year results announcement for the six months ended 30 September
2020. The LVR reflects the drawn debt position as at 31 August 2020
▪APL post Equity Raise–reflects the impact of the Equity Raise immediately post-completion. The LVR reduces to 0% as the net proceeds of the Equity Raise will be
used to pay outstanding debt in full
▪APL post Munroe Lane Development(no divestments)–pro-forma view reflects the Munroe Lane Development on a completed basis in December 2022 at a
valuation of $142m. The assumed Graham Street and Kamovaluations reflect current (31 August 2020) valuations plus forecast capex. The remaining leasable area at
Munroe Lane is assumed to be fully leased out on a 6-year term prior to completion. Net rental income assumes contracted rent plus forecast market rentals for the
remaining vacant space at Munroe Lane and the forecast vacancy at Graham Street
3
▪APL post Munroe Lane Development (with Stoddard Road divested)–APL has the flexibility to sell Stoddard Road, if necessary, during the development period,
although no decision has been taken at this time. Accordingly, the portfolio metrics are shown without, and with, a divestment of Stoddard Road, assuming a
divestment is executed at its current valuation of $38.5m as at 31 August 2020. All other assumptions remain unchanged
See Appendices 2 & 3 for the key assumptions underlying the below analysis
17
1.Pro-forma financial information presented in this table
has not been subject to external accountant review or
audit. See Appendices 2 & 3 for the assumptions relating
to forecast portfolio metrics
2.See Section 5 (Key risks relating to the Munroe Lane
Development) and Appendices 2 & 3 for the assumptions
relating to the Munroe Lane Development
3.APL expects Graham Street to be re-leased within the next
24 months should a full-scale re-development not be
undertaken. For the purposes of the WALE calculation
shown, Graham Street is assumed to have a WALE of 0
years
Portfolio metrics
1
APL
today
APL post
Equity Raise
APL post Munroe Lane Development
2,3
–No divestments–Stoddard Rd divested
Value of Investment Properties ($m)
153.4153.4 295.8 257.3
Net Rental Income –All Properties ($m)
10.2 10.2 17.8 15.2
Weighted Average Lease Expiry (WALE –years)
2.9 2.9 6.5 7.0
Loan to Value Ratio (LVR)
35.6%0%43.0%34.4%
Management Expense Ratio (MER)
1.15%1.15%0.93%1.00%
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Future development pipeline in the Asset Plus portfolio
18
Graham Street, Auckland
▪Resource Consent for full scale redevelopment was lodged in August 2020
and is expected to be received by the end of the 2020 calendar year
▪Marketing commenced in August 2020 led by Colliers
▪Unconditional 6-month lease over basement and ground floors agreed with
Auckland Council from June 2021 for $1m plus GST & OPEX
▪Option for reduced scale re-development / refurbishment which will be
pursued should sufficient tenant pre-commitments for the full-scale re-
development not be secured
▪Early research suggests there may be no fundamental changes in office space
requirements in Auckland as a result of COVID-19 and increasing flexible
work arrangements. (Colliers June 2020 research report indicates 75% of
respondent intentions to retain or increase their footprint moving forward)
▪Should the full-scale Graham Street re-development eventuate, then APL may
require shareholder approval and will need to undertake a further equity raise
and/or further divestments of assets
Kamo, Whangarei
▪Bare industrial land of 38,000m
2
located adjacent to SH1
▪Acquisition settled on 30 July 2020 for total consideration of $2.1m, or
$56/m
2
▪Pipeline opportunity to re-zone or obtain Resource Consent for higher
and better commercial use
▪Any future development is intended to be held as an investment property
on completion
▪Valuation of $2.5m as at 31 August 2020
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FINANCIAL UPDATE
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▪Net rental income performance has been impacted by rental abatements and relief given in the
first four months of 1H21 as a result of COVID-19. In total $0.68m of rental abatements and
relief are expected to be recognisedin 1H21
2
(prepared prior to the August 2020 Level 3
lockdown period in Auckland, and assumes no rental abatements or rent relief for that period)
▪Net profit after tax is expected to increase due to fair value movements in Investment Property,
lower transactions costs
3
and lower taxation expense in 1H21
▪The reduction in income in 1H21 as a result of the divestment of the Heinz WattiesDistribution
Centre in Hastings in 2H20 is offset by an increase in income from the acquisition of 35 Graham
St (acquired in June 2019)
▪Valuation reports for the portfolio give rise to a fair value gain of $9.2m
5
as at 31 August 2020
▪Refer to Appendix 7 for a forecast statement of comprehensive income for the six months
ending 30 September 2020 and the actual prior corresponding period
Forecast 1H21 financial performance (unaudited)
1
Net Rental Income
$4.5m
(down $0.5m, 10% on 1H20)
AFFO
4
$2.6m
(up $0.6m, 22% on 1H20)
Net Profit After Tax
$11.7m
(up $9.7m, 483% on 1H20)
20
1.Forecast results for the six months ending 30 September 2020. Forecasts are subject to financial performance through the remainder of 1H21, period-end adjustments, auditor review, and the approval of the APL Board. See Section 5 (Key Risks –Other key
risks relating to the business)
2.See section 5 (Key Risks –Tenant default, rent relief and rent abatement)
3.During 1H20, investigative work was undertaken to acquire two separate businesses. The costs include substantive due diligence, financial investigative and legal costs for APL. During the period, $0.827 million in transaction costs were incurred
4.AFFO stands for ‘Adjusted Funds From Operations’, and is non-GAAP financial information, calculated based on guidance issued by the Property Council of Australia. APL considers that AFFO is a useful measure for shareholders and management because
it assists in assessing the Company’s underlying operating performance. This non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information prescribed by
other entities.
5.Based on final valuations received and approved by the Board which are subject to further auditor review as part of the half year reporting process at 30 September 2020. Further details will be included in APL’s half year results announcement for the six
months ended 30 September 2020. See Section 5 (Key Risks –Property valuation uncertainty)
1H21 Forecast
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21
Dividends
▪APL’s current cash dividend of 1.8 cents per share is
intended to be maintained during the Munroe Lane
Development period and up to 31 March 2023
▪Throughout the development period, dividends will
be in excess of operating earnings resulting in
dividends being partly funded from debt capacity
from the restructured debt facilities
▪APL intends to introduce a dividend re-investment
plan, to help reduce cash outflows, commencing at
its next dividend payment date in December 2020
▪Dividends remain subject to quarterly review and are
payable at the discretion of the Board, which will take
into account all relevant factors when making
decisions on dividend payments. Dividends are not
guaranteed
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Restructuring bank facility in connection with funding the Munroe Lane Development
22
1.Conditional on completion of a minimum Equity Raise of $60 million (gross proceeds) and other customary conditions precedent to financial close and draw down
APL has received approval from its existing lender for a restructuring of its existing bank facility in connection with funding the
Munroe Lane Development
1
. A comparison between the key features of the current facility and the restructured facility is set out below
Current facility$m
Drawn to 31 August 202054.6
Undrawn balance20.4
Facility limit75.0
Facility maturityJune 2022
Loan covenants
LVR< 50%
Interest cover ratio> 175%
Restructured facility$m
Working Capital tranche12.6
Investment tranche51.2
Development tranche66.2
Total facility limit130.0
Facility maturitySeptember 2023
Loan covenants (total facility basis)
LVR< 50%
Loan covenants (working capital and investment tranches combined)
LVR< 45%
Interest cover ratio (up until September 2022)> 200%
Interest cover ratio (up until September 2023)> 175%
▪The Working Capital tranche provides cover for general corporate purposes including Graham Street development feasibility andleasing programme, Kamofeasibilities, other small-scale capex,
working capital and forecast operating shortfall during the development window
▪The Munroe Lane development is intended to be funded initially by utilisationof the Investment tranche up to $51.2 million, and then drawn down against the Development tranche of $66.2 million
▪The additional funds available under the restructured facility will not be utiliseduntil required for the Munroe Lane Development construction project, primarily throughout 2021 and 2022. APL is
securing these additional debt funds ahead of that draw-down profile to ensure certainty of funding. APL will pay market standard ticking and line fees for each of the restructured tranches from the
date conditions precedent in respect of each tranche are satisfied
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EQUITY RAISE OVERVIEW
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Equity Raise summary
Offer components
▪Asset Plus is seeking to raise NZ$60.2 million in new equity via a:
–NZ$12.1 million underwritten Placement
1
–NZ$48.1 million underwritten
1
1 for 1.01 accelerated non-renounceable entitlement offer (Entitlement Offer)
▪Entitlement Offer open to eligible shareholders with a registered address in New Zealand, Australia, Hong Kong, Singapore or
New Caledonia, with each eligible shareholder entitled to 1 New Share for every 1.01 existing shares held on the Record Date
Issue price
▪New Shares to be offered under the Placement at a fixed price of NZ$0.30 per share, representing a discount of:
–17.8% to the last close of NZ$0.365 per share
–16.0% to the 5-day volume weighted average price of NZ$0.357 per share
▪New Shares to be offered under the Entitlement Offer at a fixed price of NZ$0.30 per share, representing a discount of:
–8.8% to the Theoretical Ex-Rights and Placement Adjusted Price of NZ$0.33 per share
1
–16.0% to the 5-day volume weighted average price of NZ$0.357 per share
Ranking
▪Each New Share will rank equally with existing shares on issue
Oversubscription facility
▪Retail shareholders who take up their entitlements in full will have the option to apply for additional New Shares in the
Entitlement Offer
Pre-commitments
▪Augusta Capital has committed to take up its pro rata share of the Placement and 100% of its entitlement under the Entitlement
Offer and will seek to increase its shareholding in APL from 18.85% to 19.99% through participation in the Equity Raise
3
▪The Equity Raise is supported by APL’s largest shareholders with pro rata pre-commitments amounting to $25.4 million received
in total (including Augusta Capital) which has been excluded from the underwrite
Underwriting
▪The Placement and Entitlement Offer are both underwritten by Jarden Partners Limited
1
▪Jarden Securities Limited is acting as Sole Lead Manager in connection with the Equity Raise
1.Underwriting excludes the NZ$25.4 million of aggregate pre-commitments from APL’s largest shareholders
2.The Theoretical Ex-Rights and Placement Adjusted Price is the price at which shares in APL are theoretically expected to trade immediately following the Equity Raise.
3.A waiver from Listing Rule 5.2.1 has been issued by NZX Regulation in favourof APL to permit Augusta Capital (and other “Related Parties” under the NZX Listing Rules) to participate in the Placement.
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Indicative Timetable
Key datesDate
Record Date for the Entitlement OfferMonday, 14 September 2020
Record Date for the Special MeetingFriday, 25 September2020
Special Meeting to vote on the Munroe Lane DevelopmentTuesday, 29 September2020
Placement and Institutional Entitlement Offer
Trading halt commences, and Placement and Institutional Offer undertakenThursday, 10 September2020
Trading halt lifted Friday, 11 September 2020
Placement and Institutional Offer settlementWednesday, 16 September 2020
Allotment and trading of New Shares issued under the Placement and Institutional OfferWednesday, 16 September 2020
Retail Offer
Expected release of the Retail Offer document and application formTuesday, 15 September 2020
Retail Offer opensTuesday, 15 September 2020
Retail Offer closesTuesday, 29 September2020
Retail Offer settlementFriday, 2 October 2020
Allotment and trading of New Shares issued under the Retail OfferFriday, 2 October 2020
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KEY RISKS
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Artist impression of the Munroe Lane Development
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This section outlines the key risks which Asset Plus has identified in connection with the Munroe Lane Development and the Equity Raise. These risks may affect the future operating and financial
performance of Asset Plus and its share price. Like any investment, there are risks associated with an investment in Asset Plus shares. Please note that this section does not (and does not purport to) set
out all of the risks related to an investment in Asset Plus shares, the future operating or financial performance of Asset Plus,the Munroe Lane Development, the Equity Raise or general market or
industry risks. Some risks may be unknown and other risks, currently believed to be immaterial, could turn out to be material.
Investors should be aware that the spread of COVID-19, its effect on the global economy and actions taken in response by the NewZealand government, and other governments around the world, has
had a material adverse effect on Asset Plus, its financial performance and position, liquidity, financial condition and operations. It is not currently clear when these negative impacts will begin to abate. It
is also likely that there will be further unforeseen negative impacts as COVID-19 continues to spread. There is no certainty as to the severity or likelihood of any such unforeseen impacts arising nor
whether any mitigating action will be effective or can be taken.
In light of the COVID-19 pandemic, extra caution should be taken when assessing the risks associated with an investment. The rapidly changing COVID-19 situation is bringing unprecedented challenges
to global financial markets, and to the New Zealand economy as a whole. Capital markets have seen equity securities suffer from spikes in volatility and significant, sudden price declines.
You should make your own assessment of the key risks set out in this section, including the inherent uncertainties as to the impact of COVID-19 noted above, and any other risks associated with an
investment in Asset Plus shares and its business, before deciding how to vote at the upcoming Special Meeting and whether to invest (or invest further) in Asset Plus.
You should also consider whether such an investment is suitable in light of your individual risk profile, investment objectives and personal circumstances (including financial and taxation issues) and you
are encouraged to consult with a financial or other professional adviser.
Key RiskDetails
Risks relating to the Munroe Lane Development
Conditional on satisfying
shareholder approval
and funding condition
▪If the shareholder resolution to approve the Munroe Lane Development is not passed or the funding condition in the Agreement to Develop and Lease is not satisfied,
absent an alternative agreement being made with Auckland Council that is viable for Asset Plus, Asset Plus will need to cancel the Agreement to Develop and Lease and
the Munroe Lane Development will not proceed.
▪Failure to obtain shareholder approval for the Munroe Lane Development is likely to have various negative impacts for Asset Plus, including:
oAsset Plus will have incurred material costs and expenses associated with the project which it may not be able to recover in full (the land was acquired for $7.25m (31
August 2020 valuation of $7.5 million) and approximately $2 million of costs have been incurred to date);
oAsset Plus'pathway to growth via the Munroe Lane Development would be lost, creating uncertainty over its growth strategy (particularly given that Munroe Lane is
Asset Plus'only current pre-committed substantial growth project) which it may not be able to overcome (even though it has other development opportunities in the
portfolio at Graham Street, Kamo, and potential repositioning of tenancy arrangements at Eastgate);
oAsset Plus would be over-capitalisedgiven that the institutional component of the Equity Raise will have completed before the Special Meeting (reducing the LVR to
below 20% upon completion of the institutional component of the Equity Raise) and the retail component of the Equity Raise may still complete; and
ofailure to complete the Munroe Lane Development is likely to damage Asset Plus'reputation, and ability to transact in the future.
▪Augusta Capital has indicated that it intends to vote its shareholding in Asset Plus in favourof the resolution to approve the Munroe Lane Development. At the time of
the Special Meeting, it is expected that Augusta Capital will hold between 18.85% and 19.99% of the voting rights.
Key risks
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Key RiskDetails
Risks relating to the Munroe Lane Development
Increased levels of debt
and higher LVR
▪Asset Plus is planning to fund the estimated $119.8 million costs to complete the Munroe Lane Development through a new bank funding package to be put in place
with BNZ. Asset Plus'borrowing capacity would increase from $75 million to $130 million. The net proceeds from the Offer will be used to repay allexisting debt upon
close of the Offer, allowing debt to be drawn down under the investment tranche, and then the development tranche, of the proposed new $130 million facility to fund
the completion of the Munroe Lane Development. However, the availability of that debt funding to complete the project remainssubject to a number of risks, including
those set out below.
▪Asset Plus has entered into a committed terms sheet with BNZ to restructure its current debt facility (see page 22), with final legal documentation in respect of the
restructured facility expected to be in place prior to completion of the Offer. Utilisingthis proposed debt funding to fund the Munroe Lane Development remains
subject to satisfaction of a number of conditions precedent. There is a risk that Asset Plus is unable to finaliselegal documentation, or satisfy the conditions precedent
to funding, meaning Asset Plus would need to obtain alternative sources of funding for the Munroe Lane Development -potentiallyon terms materially less favourable
to it.
▪Asset Plus is incurring fees now as a consequence of having the certainty of this bank funding being available now, despite construction works on the Munroe Lane
Development not commencing until November 2020 and drawdown of the development facility expected to occur during 2021 and 2022.
▪Asset Plus may not be able to service the interest payments arising from the increasing levels of debt that it will incur duringthe development of the Munroe Lane
Development, including as a result of unexpected costs or delays in the development of Munroe Lane or unexpected events such as a prolonged period of New Zealand,
or parts of it, being in Alert Level 3 or 4 in response to COVID-19 which could materially impact rental income and the valuations of its properties. Any adverse impact
on rental income or the valuations of the properties may cause Asset Plus to breach any of the covenants under the proposed banking facility, in particular the
covenants relating to interest coverage ratio (in respect of which there is anticipated to be a higher risk of breach during thelater stages of the development given
higher levels of drawn down debt) and LVR. In addition, it is an event of review where, in the case of Eastgate, tenants default or fail to pay rent and the property's net
rental income falls 10% below the net rental level at the commencement of the new facility in any 12-month period (after taking into account any re-leasing). Any event
of review is not an automatic event of default, but may lead to an event of default. A breach of any of the covenants under theproposed banking facility may result in it
being terminated and the debt becoming repayable, and Asset Plus may not be able to secure alternative debt funding on acceptable terms to complete the Munroe
Lane Development.
▪Asset Plus has a long-term target LVR of approximately 35%. The LVR covenants in the restructured banking facility are 50% LVR of the total portfolio value (including
the "as complete" value of Munroe Lane), and, in respect of the working capital and investment tranches, 45% LVR of the investment portfolio (which includes Eastgate,
Stoddard Road and Graham Street). Asset Plus'ability to manage its LVR so that it does not breach those covenants is critical to the availability of its financing
arrangements to be drawn down to complete the Munroe Lane Development, and ultimately shareholder returns. A number of eventsmay arise which negatively impact
Asset Plus'LVR, including:
oa material fall in the valuation of Asset Plus'portfolio (see Property Valuation Uncertainty risk below);
othe cost to complete Munroe Lane Development exceeding the current estimated costs (see Costs overrun and construction risk and Delay to completion risk below);
ofunding of dividends during the development period through debt (see Impact on dividends during the development period risk below); and
oinability to divest assets at market value. Asset Plus proposes to sell Stoddard Road (31 August 2020 valuation of $38.5 million) to keep the LVR for the portfolio at or
below 35% following completion of the Munroe Lane Development, and to fund other potential development projects in the portfolio, being Graham Street and
Kamo. There is a risk that Asset Plus may not find a potential buyer and / or may not achieve its targeted sale price for that sale of Stoddard Road within the required
timeframe, particularly if there is a global downturn and given the sensitivities regarding valuations of properties. The loss of, or material default by, a key tenant
could also impact the valuation of Stoddard Road. This would adversely impact Asset Plus'ability to reduce its LVR and progress the Graham Street and Kamo
development opportunities unless additional capital could be sought. Asset Plus also has the option to sell Eastgate (31 August 2020 valuation of $47.4 million) or
Graham Street (31 August 2020 valuation of $57.5 million) if an acceptable sale transaction could not be secured for StoddardRoad.
Key risksrelating to the Munroe Lane Development
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Key RiskDetails
Risks relating to the Munroe Lane Development
Costs overrun and
construction risk
▪Following a competitive procurement process, on 28 July 2020, Asset Plus entered into an Early Contractor Involvement Agreement in respect of the Munroe Lane
Development with Icon Co (Pty) NZ Limited (Icon). Icon has relevant construction experience in Auckland. Subject to Asset Plus receiving shareholder approval for the
Munroe Lane Development, Asset Plus expects it will enter into a construction contract with Icon in October 2020 (Construction Contract). The terms and conditions of
the Construction Contract are agreed. Some commercial details will be agreed during the ‘early contractor involvement’ (ECI), such as the identify of key personnel and
levels of insurance deductibles.
▪Construction costs are estimated at approximately $95 million by Asset Plus's quantity surveyor, and Icon. Approximately 39% of the total construction costs to
completion have been fixed to date as part of the Early Contractor Involvement Agreement (including work relating to the two largest risk items, being in-ground works
and building envelope/façade). Structural and services trades are currently out for tender, with Asset Plus seeking to have approximately 80% of total estimated costs
fixed prior to entering into the Construction Contract, and the balance of any costs fixed before the end of the year (with suchfinal costs subject to a competitive
subtrade tendering process). The terms of the Construction Contract contain standard variation grounds or exclusions to the fixed costs. Key costs that will not be fixed at
the time of award of the Construction Contract, or may fall within the scope of the variations applicable to the fixed costs,are internal fit out costs and variation costs
arising from unforeseen ground conditions. There is a risk that these costs increase beyond Asset Plus'estimates and these increases could be material.
▪Due diligence has been undertaken on the Munroe Lane Development including geotechnical testing to mitigate potential risks associated with in-ground construction
works and Asset Plus has commissioned cost estimates for the project from an experienced quantity surveying firm which estimatesinclude contingency provisions.
Geotechnical reports have been provided to Icon and known ground conditions have been factored into its pricing.
▪There is also a risk that the development may be more expensive to complete or will be delayed if New Zealand, or parts of New Zealand, continue to move in and out of
Alert Levels which delay construction, including because of the supply of materials being limited. Asset Plus considers thatthis would constitute an extension of time
claim under the Agreement to Develop and Lease.
▪In addition, there are general construction risks relating to the Munroe Lane Development which are outside of Asset Plus'control, such as the risk of delay, delayed
income returns, damages claims, design errors, contractor error and/or cost overruns. The ECI phase is expected to help mitigate the risk of design errors and Icon will
give a buildability warranty under the Construction Contract (i.e., it warrants that the design is buildable).
▪Asset Plus also bears the potential insolvency risks relating to the construction contractor during the period of the development. Asset Plus has sought to mitigate this
risk to the extent possible through a performance bond, a parent company guarantee and liquidated damages, and through carrying out financial due diligence in
respect of Icon and its parent.
Leasing of remaining
Munroe Lane space
▪The "as complete" valuation of Munroe Lane referred to in this presentation ($142 million) assumes Munroe Lane is fully leased (see Appendix 3). However, Asset Plus
may not be able to secure leasing commitments for the un-let space at Munroe Lane (being approximately 37% of the forecast income from the development not leased
to Auckland Council), or the terms on which those tenants are secured may not be consistent with those forecast. Reduced rent, or other incentives, may be required to
let any residual space, which would affect projected returns, yields and margins. These circumstances would reduce Asset Plus'returns on investment on the Munroe
Lane Development, which would in turn reduce any returns to investors.
▪The Munroe Lane Development has strong tenant pre-commitment from Auckland Council covering 63% (by forecast income) on an extended lease term, with the
marketing process for the remaining leasable area expected to commence in late-September. Auckland Council has not exercised itsoption to lease the balance of the
space. However, Asset Plus considers tenant interest currently remains for Albany as a key northern node within Auckland, notwithstanding the impacts of COVID-19 and
a potential change in tenants' sentiments towards being less inclined to commit to longer-term leases and greater space.
Key risks relating to the Munroe Lane Development
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Key RiskDetails
Risks relating to the Munroe Lane Development
Delay to completion
▪Under the Agreement to Develop and Lease, subject to certain exceptions, Asset Plus will be required to pay liquidated damages to Auckland Council if the Munroe Lane
Development is not completed by 16 December 2022 (subject to any permitted extensions). The Manager has experience in managing the development of a range of
properties similar to the Munroe Lane Development, and considers the target completion date for this project of 16 December 2022is reasonable. However, any delay
to the anticipated completion date may result in liquidated damages arising and, if this delay is prolonged, the amount of liquidated damages payable by Asset Plus
could be material. See page 15 for details of liquidated damages per day.
▪Delay could arise for a number of reasons, including contractors not being able to obtain labouror supplies due to any "force majeure" type events. The resurgence of
COVID-19 in New Zealand and resulting lockdown and other measures are making it more challenging to execute developments on timeand on budget.
▪A government mandated lockdown restricting construction activity related to COVID-19 (such as moving to Alert Level 3 or 4 restrictions) would constitute a "force
majeure event" under the Agreement to Develop and Lease meaning that Asset Plus would be entitled to an extension of time under the Agreement to Develop and
Lease in respect of certain milestone dates and the target completion date of 16 December 2022 (but not the final sunset dateof15 June 2024). Under the Construction
Contract Icon would be entitled to claim a variation (i.e., a potential additional charge) if COVID-19 directly interferes with progress, materials supply or availability of
labour. The COVID-19 variation ground is a negotiated position. It does not give rise to typical rights to the contractor. For example, Icon is required to work with
Asset Plus and the engineer to the Construction Contract to explore proposals to avoid, mitigate or reduce the impacts of COVID-19. In addition, Icon is limited in the
types of claims it can make in relation to variations.
▪If the Munroe Lane Development is not completed by 15 June 2024 (subject to any permitted extensions), Auckland Council has the right to cancel the Agreement to
Develop and Lease and seek damages from Asset Plus for non-completion.
▪Asset Plus has included the following provisions in the Construction Contract for the Munroe Lane Development:
othe contractor shall be liable to pay or contribute to any liquidated damages that Asset Plus is liable for as a result of builddelay (although Asset Plus may not be
able to pass on to the contractor all costs and liability (including liquidated damages) that it incurs to Auckland Council);and
othe contract will have a fixed term of two years and an anticipated completion date of 14 November 2022 (thereby building in a 32 day buffer to the construction
timetable).
Impact on dividends
during the development
period
▪Dividends are payable at the discretion of the Directors, who will take all relevant factors into account when making decisions on dividend payments. Dividends are not
guaranteed, and as previously announced, the fourth quarter dividend for FY20 was cancelled. The dividend was reinstated for thefirst quarter of FY21, reflecting an
annualiseddividend of 1.80 cents per share of cash.
▪Asset Plus'ability to maintain dividends at current levels, i.e., cash dividend of 1.80 cents per share per annum (excluding any imputation credits) may be negatively
impacted during the period when its cash and debt resources are being deployed to fund the Munroe Lane Development, includingifthe costs of the Munroe Lane
Development are higher than originally forecast.
▪In addition, if Asset Plus does maintain dividends at current levels during the period the Munroe Lane Development is being undertaken, those dividends will be partly
funded from debt facilities, meaning an increase in Asset Plus'LVR during that period in the absence of any increase in valuation of any of Asset Plus'portfolio
properties.
▪Asset Plus'ability to pay dividends at current levels during the period of the Munroe Lane Development, and, if it does pay such dividends, its LVR, will be further
negatively impacted if any necessary sale of Stoddard Road or Eastgate is delayed or executed at below expected value.
Key risks relating to the Munroe Lane Development
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Key RiskDetails
Other key risks relating to the business
Portfolio mix and ability
to secure long-term
leasing commitments
▪Asset Plus'current portfolio mix presents the following demand-side risks:
oAsset Plus'portfolio is heavily weighted towards retail tenants. The retail sector has experienced a significant change in recent years which has been exacerbated by
the impacts of COVID-19. In addition, the COVID-19 restrictions have increased consumers' preferences to purchase online, which has also contributed to a reduction
in foot traffic in retail stores and in some instances reduced consumer consumption and discretionary spending. In particular, Asset Plus expects that it may become
harder to attract retail tenants at Eastgate.
oThe non-retail component of Asset Plus'portfolio comprises office space. As a consequence of COVID-19 restrictions, many employees of office-based businesses
have been working from home which has reduced the short-term demand for office leases. While the long term implications of theserecent developments remain
uncertain and there is research suggesting occupiers do not anticipate reducing their spatial requirements, there is a risk of these shifts becoming permanent,
resulting in an overall and longer-term reduction in demand for office space.
▪The consequences of these factors is that there is an increased likelihood of decreasing demand for retail and office space in the short term as tenants are currently less
inclined to commit to longer-term leases and greater space. However, relevantly for Asset Plus, this is offset by certain other speculative developments in the Auckland
CBD currently being placed on hold until sufficient tenant pre-commitments are secured. The impacts of a potential decrease in demand may result in lower rental,
shorter lease terms, higher incentives being needed to secure or retain tenants or lower occupancy rates across Asset Plus'portfolio. A number of leases at Eastgate have
moved to monthly rolling leases as tenants do not renew leases for long periods while they assess the futures of their businesses.
▪Asset Plus'ability to obtain sufficient leasing commitments (in particular, at Graham Street) is critical to its ability to source debt funding and/or to raise further equity in
the future to fund and complete future developments.
Tenant default, rent
relief and rent
abatement
▪Asset Plus is dependent on relationships with its tenants, and is exposed to the risk that its tenants are unable to fulfill their contractual obligations, including payment
of rent. If tenants default in the payment of rent or performance of other obligations under their leases it may not be possibleto recover unpaid rent or replace those
tenants on terms where Asset Plus can achieve the same rental or lease provisions, including tenure, with new tenants. Default by tenants and the cost of replacing such
tenants (including through incentives and/or capital expenditure) is likely to have a negative impact on projected returns, yields and margins.
▪COVID-19 has already caused, and is likely to continue to cause, financial stress to some tenants within the portfolio of properties owned, resulting in those tenants not
paying some or all of the rent they would otherwise be required to pay. Asset Plus is not aware of any of its tenants within itsportfolio having become insolvent as a
direct result of COVID-19. Asset Plus has granted rent relief and rental abatements in respect of the first period of Governmentimposed Alert Level 3 or 4 restrictions,
and it has budgeted for further allowances during the balance of FY21 consistent with rent relief and abatements incurred in thefirst half of FY21. Asset Plus expects that
this risk sharing between landlord and tenant will become more common while the COVID-19 pandemic continues.
▪There is a risk that the extent of tenant default, and granting of relief or rental abatements, is greater than expected by Asset Plus, leading to its provision for such costs
being insufficient. This risk is exacerbated given the current uncertainty regarding the current Government Alert Level restrictions, including their scope, duration and
the regions impacted.
▪If Alert Level 3 or 4 restrictions are in place for an extended period of time or if those restrictions are implemented numeroustimes during the balance of FY21, there is a
risk that tenant default and the level of rental support required to be given by Asset Plus, materially increases, and it could also mean that some tenants go out of
business and vacate the premises. That would reduce rental income and mean that Asset Plus would need to incur refurbishmentexpenses and potentially provide rent
incentives to secure new tenants. These factors will impact Asset Plus'financial position and operating earnings for FY21 and will reduce the funding available to it to
complete its developments. See also Increased levels of debt and higher LVR riskabove.
Other key risks
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Key Risk
Details
Other key risks relating to the business
Property valuation
uncertainty
▪The property valuations described in this presentation are based on valuations provided by Asset Plus'external independent valuers, which have been approved by the
Board but remain subject to further auditor review as part of the half year reporting process at 30 September 2020. These valuations are the property valuations for
existing properties in their current state as at 31 August 2020.
▪Property values may change if the underlying assumptions on which the property valuations are based differ in the future. DuetoCOVID-19, the valuations for Eastgate,
Stoddard Road and Kamoare provided on the basis of the external independent valuer's warning statement that they are subject to "material market uncertainty". The
valuations for Munroe Lane and Graham Street are provided on the basis of the external independent valuer's warning statementthat they are subject to "uncertainty".
These warnings mean there is less certainty around the valuations and a greater degree of caution around the valuer's opinionofmarket value should be applied than
would normally be the case absent the impacts of COVID-19.
▪The opinions of value have been determined at the valuation date of 31 August 2020 based on a certain set of assumptions. However, the valuations could change in a
short period of time due to subsequent events. The final auditor reviewed and Board approved property valuations as at 31 August2020 are expected to be used as part
of its interim results announcement in November 2020 for the 6 months ending 30 September 2020. However, the valuations usedinthe half year financial statements
may differ from the property valuations set out in this presentation if there are material subsequent events.
▪A valuation fall may impact the price at which Asset Plus would 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 Asset Plus'capacity to borrow or its ability to comply with its banking covenants. In addition, while the independent
valuations represent the best estimates of the independent valuer, they may not reflect the actual price a property could be sold at.
▪The Manager and the Board have reviewed the property valuations and, subject to the inherent material uncertainty in the values that currently exists, consider these to
be reasonable valuations. However, a higher degree of caution should be applied before relying on the valuations given the uncertain impacts of COVID-19.
▪The "as complete" valuation of the Munroe Lane Development is a valuation based on a set of assumptions as to future events or circumstances (see Appendix 3), some
of which may not eventuate. If future events or circumstances do not occur as assumed, the "as complete" valuation could be materially lower than presented in this
presentation.
Ability to fund other
developments
▪The ability of Asset Plus to raise funds (including through further equity raises) on favourableterms, or at all, to fund its developments is dependent on a number of
factors including the valuations of the portfolio, the extent of committed tenants at Graham Street and Kamoand general economic, political, capital and credit market
conditions.
▪This risk of being unable to progress the developments is exacerbated by COVID-19 and other adverse changes to macro-economic conditions that may impact Asset
Plus'ability to pre-lease the balance of the Munroe Lane Development, and/or Graham Street and Kamo, the future valuation of the Munroe Lane Development, its
financing costs. These impacts could also adversely Asset Plus'ability to keep tenants in premises, reduce lease income and add to operating costs, including where
lease incentives and refurbishment costs are incurred to keep or secure new tenants.
Other key risks
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33
Key RiskDetails
Other key risks relating to the Equity Raise
Equity Raise does not
complete
▪Asset Plus previously announced a NZ$100 million equity raising in March 2020 but, given global volatility of capital marketsand uncertainty at that time due to COVID -
19, that offer was withdrawn. Although this Offer is underwritten (subject to customary termination rights) and $25.4 million(representing 42% of the total Equity Raise)
has been committed by Asset Plus’ largest shareholders (including Augusta Capital), there is a risk that the Equity Raise does not complete.
▪Failure to complete the Equity Raise in full may result in Asset Plus failing to satisfy the funding condition in the Agreement to Develop and Lease, unless a further
extension to 23 December 2020 could be agreed with Auckland Council, or alternative financing arrangements could be obtained andshareholder approval obtained. If
this were to occur, and Asset Plus was unable to secure alternative funding on satisfactory terms, Asset Plus would forgo itsgrowth pathway via the Munroe Lane
Development.
▪If the Equity Raise is terminated or withdrawn following the Placement and Institutional Entitlement Offer, the full $60 millionneeded by Asset Plus to form part of the
funding package for the Munroe Lane Development will not have been secured. In such a case, Asset Plus will need to obtain alternative funding to fill the gap or it will
be unable to draw down the bank funding. In this instance Asset Plus may be able to obtain project finance in order to fulfil the funding condition, but would need to
seek shareholder approval again. Obtaining alternative funding is not assured.
▪If the Equity Raise completes but the shareholder resolution to approve the Munroe Lane Development is not passed, investors will have subscribed for New Shares in
the Offer without the purpose of the Offer being achieved. If shareholder approval cannot be obtained at a later time (subject to any permitted extensions from Auckland
Council to satisfy the shareholder approval condition under the Agreement to Develop and Lease), Asset Plus will be over-capitalised.
Equity market risks
▪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 New Zealand Government response, work stoppages, lockdown, quarantines,
travel restrictions and unemployment. Any of these events and resulting fluctuations (as well as other factors) may adverselyimpact the market price of Asset Plus
shares, impacting the price at which investors are able to sell Asset Plus shares, if at all.
▪None of Asset Plus, the Manager, Augusta Capital, their respective directors or any other person guarantees the market performance of the Asset Plus shares, and no
assurances can be given that the Asset Plus shares will trade at or above the offer price for the Offer.
Macro-economic risks
Economic downturn
and impact of COVID-19
▪As a result of COVID-19, New Zealand may experience an economic downturn of uncertain severity and duration, which may materially affect Asset Plus'tenants or
leasing demand. This may have an adverse impact on rental income and/or Asset Plus'ability to lease premises or keep premises tenanted, and on its operating and
financial performance.
▪Due to the uncertainty regarding the spread of COVID-19 in New Zealand, and the timing within which New Zealand (or parts of NewZealand) will exit the COVID-19
Alert Levels, at this time Asset Plus cannot forecast the extent to which COVID-19 will impact its business. However, there may be a material adverse impact to earnings
and/or property valuations for FY21 (and beyond) if New Zealand, or parts of New Zealand, remain at the COVID-19 Alert Levels for sustained periods or there are
repeated entries and exits to "lock-down" Alert Levels. This risk is materially heightened in the case of New Zealand, or parts of New Zealand, being at Alert Levels 3 or 4
for an extended period of time.
▪Two of Asset Plus'three income generating properties are situated in Auckland (Graham Street and Stoddard Road) and are at a greater risk of being adversely impacted
by COVID-19, given the greater probability of future lockdowns being imposed on Auckland than other parts of New Zealand.
Other key risks
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APPENDICES
0
6
Artist impression of the Munroe Lane Development
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Graham Street, AucklandEastgate, ChristchurchStoddard Rd, AucklandMunroe Lane, AucklandKamo, Whangarei
Valuation ($m)
1
$57.5 (Mar-20: $50.1)$47.4 (Mar-20: $47.0)$38.5 (Mar-20: $37.5)$7.5 (Mar-20: $7.5)$2.5 (On acquisition: $2.1)
WALE (years)1.0 (Mar-20: 1.2)4.2 (Mar-20: 4.5)
2
3.8 (Mar-20: 4.0)--
Occupancy (%)100% (Mar-20: 100%)95% (Mar-20: 95%)
2
100% (Mar-20: 100%)--
Net Rental Income ($m)$3.98 (Mar-20: $3.95)$3.60 (Mar-20: $3.66)$2.65 (Mar-20: $2.63)--
Passing yield (%)6.9% (Mar-20: 7.9%)7.6% (Mar-20: 7.8%)6.9% (Mar-20: 7.0%)--
Comments•Acquired June 2019
•Auckland Council lease has
approximately 1 year to run
•Attractive holding income
•6 month extension agreed
for basement and ground
floors from July 2021 for
$1m rental
•Bargain Chemist recently
secured as a new tenant on
a 6-year lease
•Agreement to Lease entered
with Restaurant Brands,
subject to Resource Consent
and completion of
development
•Seismic work for The
Warehouse completed
•The property continues to
perform well and provide a
steady income stream
•100% of expiring leases were
renewed by existing tenants
so far during the year
•Acquired off-market
December 2019
•Large ~4,200m
2
corner site
with three road frontages
•Acquired on 30 July 2020
•Large 38,000m
2
industrial
site located adjacent to SH1
Largest tenant exposures•Auckland Council•Countdown, The Warehouse•The Warehouse•Auckland Council
Appendix 1: Portfolio overview
35
1.Based on final valuations received and approved by the Board which are subject to further auditor review as part of the half year reporting process at 30 September 2020. Further details will be included in APL’s half year results announcement for the six
months ended 30 September 2020. See Section 5 (Key Risks –Property valuation uncertainty)
2.Eastgate WALE and occupancy excludes the agreement to leases entered into with Restaurant Brands, one of which is subject to resource consent and completion of a development
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Appendix 2: Pro forma Balance Sheet impact of Munroe Lane Development
The table to the right shows the pro forma impacts of the Equity Raise
and Munroe Lane Development:
▪(A) APL Today represents the 31 August 2020 balance sheet as prepared
by management which has been reviewed by the auditors
▪(B) Equity Raise shows the impact on cash and equity of the Equity Raise
(net of transaction fees)
▪(D) Shows the estimated impact of the Munroe Lane Development,
reflecting development costs (to go) of $119.8m, work-in-progress costs
incurred to date of $2m, and a development margin of $12.7m. The
increase in the value of investment property is the difference between the
as if complete valuation of $142.0m and the current carrying land value
for Munroe Lane of $7.5m
▪(E) Other movements, represents the additional capex spend of $7.9m on
the portfolio as well as dividends in excess of operating earnings during
the development phase estimated at $4.2m –assumes 20% take up in
APL’s dividend reinvestment plan
2
▪(G) Shows the estimated potential impact of a future sale of Stoddard
Road at its current carrying value of $38.5m as at 31 August 2020
Pro forma Balance sheet impact of Munroe Lane Development
1
36
Impact of the Munroe
Lane Development and
Equity Raise
(A)
APL
Today
(B)
Equity
Raise
(C=A+B)
APL Post-
Equity
Raise
(D)
Impact of
the Munroe
Lane
Develop-
ment
(E)
Other
movements
(F=C+D
+E)
Pro forma
4
(G)
Potential
divestment
of
Stoddard
Road
(H=F+G)
Pro forma
4
Balance Sheet ($m)
Value of Investment
Property ($m)
3
153.4 -153.4 134.5 7.9 295.8 (38.5)257.3
Work in progress
3.1 -3.1 (2.0)(1.1)---
Other assets
2.7 -2.7 -0.1 2.8 -2.8
Total Assets (excl. cash)
159.2 -159.2 132.5 6.9 298.6 (38.5)260.1
Funded by:
Net cash / (debt)
(54.6)58.4 3.8 (119.8)(11.1)(127.1)38.5 (88.6)
Other liabilities
(1.9)-(1.9)--(1.9)-(1.9)
Equity
(102.7)(58.4)(161.1)(12.7)4.2 (169.6)-(169.6)
Key Portfolio Metrics
NLA (m
2
)
48,481 48,481 15,900 64,381 (8,412)55,969
Net rental income ($m)
10.2 10.2 7.6 17.8 (2.6)15.2
LVR
35.6%0% 43.0%34.4%
1.Pro-forma financial information presented in this table has not been subject to external accountant review or audit. See Appendix 3 for the assumptions relating to forecast metrics
2.APL intends to introduce a dividend reinvestment plan, commencing at its next dividend payment date in December 2020.
3.Final valuations have been received and approved by the Board but are subject to further auditor review as part of the half yearreporting process at 30 September 2020. Further details will be included in APL’s half year results announcement for the six
months ended 30 September 2020. See Section 5 (Key Risks –Property valuation uncertainty)
4.The Graham Street property is assumed to reflect the current valuation as at 31 August 2020, plus forecast capex
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Appendix 3: Key assumptions
▪Total development costs of $129.3m (per QS build cost estimates and contingencies,
other externally provided estimates, quotes and fees as estimated by the Manager)
▪The Munroe Lane Development will have a value on completion of $142m, based on a
31 August 2020 JLL as-if complete valuation. The key value assumptions adopted by
JLL (some of which are also relevant for pro-forma financials in this presentation)
include:
‒Un-let space and naming rights are leased prior to completion of the
development on terms consistent with those forecast, including a weighted
average lease to expiry of 6 years
‒The final building has an NLA of ~15,900 m
2
‒The building is constructed to a high standard of workmanship, and a Code
Compliance Certificate is issued
‒A deed of lease is entered into with Auckland Council on terms consistent with
the Agreement to Lease
‒Net Rental Income of $7.6m (on a fully leased basis)
‒A capitalisation rate of 5.33% (on a fully leased basis)
▪No delays, force majeure events, or significant tenant variations that result in a delay
of completion beyond the target completion date of Dec-22
▪1H21 financial performance and portfolio metrics are consistent with forecast
▪Property valuations reflect final valuations received and approved by the Board but
are subject to further auditor review as part of the half year reporting process at 30
September 2020. Further details will be included in APL’s half year results
announcement for the six months ended 30 September 2020
▪Banking facilities are restructured in line with the credit approved term sheet received
under which the total facility limit is increased from from $75m to $130m
▪There is no adverse changes to economic conditions. The anticipated impacts of
COVID-19 have been fully reflected in the financial performance forecasts
▪All shares continue to attract a cash dividend of 1.8 cents per share p.a. throughout
the Munroe Lane Development period, and up to 31 March 2023. Forecast cash flows
have assumed a take-up of 20% in APL’s dividend reinvestment plan that it intends to
operate throughout the same period as above, commencing at its next dividend
payment date in December 2020
▪The Graham Street valuation is assumed to remain flat throughout the development
period –APL expect Graham Street to be re-leased within the next 24 months should
a full-scale re-development not be undertaken. For the purposes of the portfolio
WALE calculation, Graham Street is assumed to have a WALE of 0 years
▪Working capital (current assets less current liabilities) are held constant up to March
2023
37
Munroe Lane Development Other assumptions relating to pro forma financial forecasts
See also Section 5 for the Key Risks relating to Asset Plus and the Munroe Lane Development
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Appendix 4: Indicative Munroe Lane Development Timetable
38
Dec-19Mar-20Jun-20Sep-20Dec-20Mar-21Jun-21Sep-21Dec-21Mar-22Jun-22Sep-22Dec-22Mar-23
Munroe Lane Development
Land acquired
ADL with Auckland Council
signed
ADL unconditional
Resource Consent
Design and building consent
ECI tender
Construction works
Completion
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Appendix 5: Key terms of the Agreement to Develop and Lease
Key Terms of the Agreement to Develop and Lease
Key Development Obligations
▪Build to agreed building performance specifications. In most cases these specifications align with typical A-Grade office building
specifications
▪Achieve 5-star design and built Greenstar rating
▪Use reasonable endeavoursto achieve 5-star NABERSNZ rating
▪Deliver in accordance with the agreed milestone schedule to deliver practical completion by 16 December 2022
▪Construct within pre-agreed tolerances of the target NLA
▪Integrate TeArangadesign principles into the development
Target Lease Commencement Date
(Target Completion Date)
▪16 December 2022
Sunset Date
▪18 Months from the Target Completion Date, as extended by tenant variations or delays
Liquidated damages
▪$12,883 + GST for every day of delay beyond the Target Completion Date (save for tenant delay and certain force majeure events)
Key lease terms
Term & Rights of Renewal
▪Initial term of 15 years from Lease Commencement Date
▪2 rights of renewal for a further 6 years each
Rent
▪$4,702,525 p.a. excluding GST and outgoings, subject to final measure and options selected
Rent review
▪2.75% p.a. from the third anniversary of the Lease Commencement Date (but no fixed increases during any renewal term)
▪Market review on the 10
th
anniversary of the Lease Commencement Date, on each renewal date and on the 3
rd
anniversary of each renewal
date (subject to a cap and collar)
Seismic Warranty
▪The Munroe Lane Development is required to be constructed to 100% of New Building Standard, and maintained at a minimum of 67% of
New Building Standard following any earthquake (measuring MM6.5 or greater) in Auckland or any future code changes
39
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Appendix 6: Estimated related party and transaction costs
Fee Estimated AmountComment
Related Party Fees
Non-recurring fees
1
Development Management Fee $3,325,000 (subject to final development costs)Calculated as 3.5% of certain development costs
Leasing Fee$827,000Being 15.0% of the Gross Rental payable by the anchor tenant (Auckland
Council), subject to final measure and options exercised
Recurring fees
Fund Management Fee$710,000Being 0.5% of the increase in total assets based on the ‘as if complete’
valuation of $142m
Property Management Fees$112,500Being 1.5% of gross rental receipts
Transaction costs for the Equity Raise
Equity Raise costs$1,600,000Investment banking fees, legal, tax, accounting, registrar, logistics,
design, NZX fees, and other costs associated with the Equity Raise
40
1.Related party fees are payable in accordance with the Management Agreement between NPT Limited (subsequently renamed ‘Asset PlusLimited’), Augusta Funds Management Limited, and Augusta Capital Limited dated 26 March 2018.
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Appendix 7: Forecast financial information as at 30 September 2020 (unaudited)
1
41
Forecast statement of comprehensive incomeForecast AFFO reconciliation
For 6 months ended
30-Sep-20
For 6 months ended
30-Sep-19
$m$m
Net profit after taxation
11.712.01
Add Back
Fair Value Gain in Value of Investment Properties
(9.16)-
Gain on Sale of Investment Property
-(0.02)
Depreciation on owner occupied PPE-0.06
Non FFO Deferred Tax Expenses
-(0.03)
Net Operating Income After Tax2.552.01
Amortisation of Lease Incentives
0.060.18
Funds From Operations2.612.20
Incentives and Leasing Costs Paid
(0.03)(0.18)
AFFO2.582.01
Basic/Diluted Earnings Per Share1.591.24
For 6 months ended
30-Sep-20
For 6 months ended
30-Sep-19
$m$m
Gross Rental Revenue
6.336.84
Direct Property Operating Expenses
(1.82)(1.81)
Net Rental Revenue
2
4.515.03
Administration Expenses
(0.74)(0.78)
Net Finance Costs
(0.67)(0.70)
Total Operating Expenses(1.41)(1.47)
Total Operating Income3.103.56
Gain on Sale of Investment Property
-0.02
Fair Value Gain in Value of Investment Properties
9.16-
Transaction Costs
3
(0.05)(0.83)
Net Profit Before Taxation12.212.76
Income Tax
4
(0.50)(0.75)
Net Profit After Taxation (NPAT)11.712.01
Basic/Diluted Earnings Per Share7.231.24
1.Results for the half year ending 30 September 2020 are forecast only and subject to financial performance through the remainder of 1H21, period-end adjustments, audit review, and the approval of the APL Board.
2.Net rental revenue for the six month period ending 30 September 2020 includes $0.68m of rental abatements and relief.
3.During the six month period ending 30 September 2019, investigative work was undertaken to acquire two separate businesses. Thiscost included substantive due diligence, financial investigative and legal costs. During the period, $0.83 million of
transaction costs were incurred.
4.Building depreciation has been claimed in the six month period ending 30 September 2020 resulting in lower taxation expense for the period.
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Appendix 8: Asset Plus Overview
▪Asset Plus is an NZX listed property vehicle
▪The current portfolio is externally managed by Augusta
Funds Management, a wholly owned subsidiary of ASX
listed, Centuria Capital Group
▪Asset Plus are long term owners of real estate and value
our relationship with major tenants including Auckland
Council, Progressive Enterprises and The Warehouse
Group
▪Asset Plus adopts an active management philosophy
encompassing asset and financial management, strategic
investments, acquisitions and divestments and the
judicious development of new and existing assets
Bruce Cotterill
Chairman, Non-Executive
Independent Director
Paul Duffy
Non-Executive Director
Asset Plus Board of Directors
42
Carol Campbell
Non-Executive
Independent Director
Allen Bollard
Non-Executive
Independent Director
John McBain
Non-Executive Director
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Appendix 9: Augusta Capital Overview –Manager of Asset Plus
▪Augusta Capital is one of New Zealand’s largest and leading property
funds management specialists, managing $1.8bn of assets throughout
New Zealand and Australia
▪Augusta Capital’s philosophy is underpinned by an active management
approach
▪Augusta Capital co-invests in a number of funds under management,
including an 18.85% stake in APL (pre-Equity Raise). Note: Augusta Capital
has committed to take up its pro rata share of the Placement and 100% of
its entitlement under the Entitlement Offer and will seek to increase its
shareholding in APL to 19.99% through participation in the Equity Raise
▪Augusta Capital employs 40 staff across offices in Auckland, New Plymouth
and Christchurch
▪Augusta Capital is 100% owned by ASX-listed Centuria Capital Group
following completion of its takeover on 7 September 2020
Mark Francis
Managing Director
Joel Lindsey
Chief Operating Officer
Simon Woollams
Chief Financial Officer
Stephen Brown-Thomas
Senior Development Manager
and Asset Plus Manager
Luke Fitzgibbon
General Counsel &
Company Secretary
Management Team
43
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Appendix 10: Conflicts Policy
44
The Manager offers asset management services to Asset Plus as well as to other property owners, managed funds and
investment schemes and entities giving rise to the potential for a conflict of interest. Conflicts of interest are governed by a
Conflicts of Interest Policy agreed at the time of externalisationof the management contract to the Manager. The key terms
of this policy include:
▪The Manager will evaluate each investment opportunity against multiple factors including investment mandates and policies;
contractual obligations; business plans; and other constraints such as legal, tax, and capital
▪If, after carrying out the evaluation, the Manager determines that there is no conflict, it will report to the Board as such
▪In the event of a conflict, the Manager will progress in favourof Asset Plus, until such time as the Asset Plus Board determines
that it does not wish to proceed with the opportunity
▪A separate procedure exists in relation to leasing opportunities, where in the event of a conflict the Manager can establish
separate teams to operate on behalf of each party and will implement appropriate information barriers between those teams
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Appendix 11: Asset Plus Limited –International Offer Restrictions
45
United States
This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States.
The New Shares may not be offered or sold to any person in the United States or any person that is, or is acting for the accountor benefit of, any person in the United States.
Permitted jurisdictions
This presentation does not constitute an offer of New Shares of Asset Plus in any jurisdiction in which it would be unlawful.Inparticular, this presentation 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 presentation and the offer of New Shares are only made available in Australia to persons to whom an offer of securities canbe made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the
Corporations Act 2001 (Cth) (the Corporations Act). This presentation is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in
a "disclosure document" under Australian law. This presentation has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the Australian Securities Exchange and Asset Plus is not subject to the continuous disclosure requirements that
apply in Australia.
Prospective investors should not construe anything in this presentation as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be aware that the offer of the NewShares 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 presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorisedby the Securities and Futures Commission in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authoriseor register this presentation or to permit the distribution of this presentation or any documents issued in connection with it.Accordingly, the 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 anyrules 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 thepossession 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 amounttoan offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the contents of this presentation, you should obtain independent professional advice.
New Caledonia
This presentation has not been, and will not be, registered with or approved by any securities regulator in New Caledonia. Accordingly, this presentation may not be made available, nor may the New Shares be offered for sale, in New Caledonia except in circumstances that do not require a
prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the"Prospectus Regulation").
In accordance with Article 1(4) of the Prospectus Regulation, an offer of New Shares in New Caledonia is limited:
▪to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation);
▪to fewer than 150 natural or legal persons (other than qualified investors) with registered addresses in New Caledonia; or
▪in any other circumstance falling within Article 1(4) of the Prospectus Regulation.
Singapore
This presentation and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this presentation and any other document or materials in connection with the
offer or sale, or invitation for subscription or purchase, of 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 presentation has been given to you on the basis that you are (i) an existing holder of Shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out
above, please return this presentation immediately. You may not forward or circulate this presentation to any other person inSingapore.
Any offer is not made to you with a view to the 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.
---
OFFER DOCUMENT
1 FOR 1.01 ENTITLEMENT OFFER
OF ORDINARY SHARES
10 SEPTEMBER 2020
This is an important document. You should read the whole document before deciding
what action to take with your Entitlements. If you have any doubts as to what you should
do, please consult your broker, financial, investment or other professional adviser.
This Offer Document may not be distributed outside New Zealand, except to certain
institutional and professional investors in such other countries and to the extent
contemplated in this Offer Document.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.
Contents
Offer Document
This Offer Document has been prepared by Asset Plus
Limited (Asset Plus) in connection with a 1 for 1.01
accelerated pro rata non-renounceable entitlement
offer of New Shares. The Entitlement Offer is made
to Eligible Shareholders in New Zealand pursuant
to the exclusion in clause 19 of schedule 1 of the
New Zealand Financial Markets Conduct Act 2013 (the
FMCA) and in reliance on class waivers and rulings
issued by NZX Regulation dated 19 March 2020 and
26 March 2020, and waivers issued by NZX Regulation
in favour of Asset Plus dated 10 September 2020 (the
NZX Waivers).
This Offer Document is not a product disclosure
statement or prospectus for the purposes of the FMCA
or any other law, has not been lodged with the FMA
and does not contain all of the information that an
investor would find in a product disclosure statement
or prospectus or which may be required to make an
informed decision about the Entitlement Offer or
Asset Plus.
Further Important Information
A presentation providing further important information
in relation to Asset Plus, the Munroe Lane Development
and the Offer has been published by Asset Plus on 10
September 2020 (the Investor Presentation). A copy of
the Investor Presentation and other important materials
released on 10 September 2020 are available at
www.nzx.com under the ticker code “APL”.
The Investor Presentation includes details of the
rationale for the Offer. It also provides a trading
update and explains in more detail the expected
impact of the Offer, including a non-exhaustive
summary of certain key risks associated with Asset
Plus and the Offer.
You should read the Investor Presentation in full,
as it contains important information to assist you
in making an investment decision in respect of the
Entitlement Offer. In particular, you should read and
consider Section 5 of the Investor Presentation (Key
Risks) before making an investment decision.
Additional information available
under Asset Plus’ continuous
disclosure obligations
Asset Plus is subject to continuous disclosure
obligations under the NZX Listing Rules which require
it to notify certain material information to NZX. Market
releases by Asset Plus are available at www.nzx.com
under the ticker code “APL”. In particular, Asset Plus
recommends that you read its market announcements
(together with the materials attached to those
announcements) regarding:
• the Offer released on 10 September 2020
(including the Investor Presentation accompanying
the announcement);
• the updated portfolio valuations as at 31 August
2020, released on 1 September 2020;
• the 2020 Annual Meeting presentation released on
28 July 2020;
• Asset Plus’ most recent Annual Report (for the
year ended 31 March 2020) and the associated
announcements released on 19 June 2020; and
• the Agreement to Develop and Lease in relation
to the Munroe Land Development, released on
20 December 2019.
Asset Plus may, during the period of the Entitlement Offer,
make additional releases to NZX. Shareholders should
monitor Asset Plus’ market announcements during the
period of the Entitlement Offer. To the maximum extent
permitted by law, no release by Asset Plus to NZX will
permit an applicant to withdraw any previously submitted
application without Asset Plus’ prior written consent.
Market risk
The market price for the Shares may change materially
between the date the Entitlement Offer opens, the date
you apply for New Shares under the Entitlement Offer,
and the date on which the Shares are allotted to you. This
is particularly the case given the wide fluctuations and
volatility in the share prices for many listed companies in
recent times due to the continuing impacts of COVID-19.
There is no certainty that this recent volatility will not
continue or worsen, which could have a materially adverse
impact on the Share price for Asset Plus. Accordingly:
• the price paid for New Shares under the Entitlement
Offer may be higher or lower than the price at which
Shares are trading on the NZX Main Board at the time
Shares are issued under the Entitlement Offer;
• the market price of Shares following allotment may be
higher or lower than the Application Price; and
• it is possible that up to or after the allotment date of
New Shares, you may be able to buy Shares at a lower
price than the Application Price.
Any changes in the market price of Shares will not affect
the Application Price.
Important Notice
Offer Document
1
Withdrawal and date changes
Subject to compliance with all applicable laws, Asset
Plus reserves the right at its absolute discretion to:
• withdraw all or any part of the Offer (either generally
or in particular cases) (for example, the Institutional
Entitlement Offer could proceed but the Retail
Entitlement Offer could be withdrawn) and the issue
of New Shares under the Offer; and/or
• alter any dates set out in this Offer Document,
at any time before the allotment of Shares under
the Offer.
Forward looking statements
This Offer Document contains certain forward-
looking statements such as indications of, and
guidance on, future earnings and financial position
and performance. Forward-looking statements can
generally be identified by the use of forward-looking
words such as ‘expect’, ‘anticipate’, ‘likely’, ‘intend’,
‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’,
‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’
and other similar expressions. This also includes
statements regarding the timetable, conduct and
outcome of the Entitlement Offer and the use of the
proceeds thereof and statements about the plans,
objectives, strategies, indications or estimates of, and
guidance or outlook on, future earnings, financial
performance, outlook or distributions of Asset Plus,
statements about the industry and the markets in
which Asset Plus operates, and statements in respect
of COVID-19 and its implications on Asset Plus. Such
forward-looking statements are not guarantees or
predictions of future performance and involve known
and unknown risks and uncertainties and other
factors, many of which are beyond the control of
Asset Plus, and may involve significant elements of
subjective judgement and assumptions as to future
events which may or may not be correct. There can be
no assurance that actual outcomes will not materially
differ from these forward-looking statements. A
number of important factors could cause actual
results or performance to differ materially from the
forward-looking statements. The forward-looking
statements are based on information available to
Asset Plus as at the date of this Offer Document.
Except as required by law or regulation (including the
NZX Listing Rules), Asset Plus undertakes no obligation
to provide any additional or updated information
whether as a result of new information, future events
or results or otherwise. 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 in relation to Asset
Plus and otherwise by the COVID-19 pandemic.
Offering restrictions
This Offer Document is intended for use only in
connection with:
• the Entitlement Offer to Eligible Retail
Shareholders; and
• the Entitlement Offer to Eligible Institutional
Shareholders with an address in New Zealand,
Australia, Hong Kong, and Singapore,
(in each case to Shareholders that are not in the
United States or are not acting for the account or
benefit of a person in the United States) as at 5.00pm
on the Record Date.
This Offer Document does not constitute an offer or
invitation in any place in which, or to any person to
whom, it would not be lawful to make such an offer
or invitation.
This Offer Document may not be sent or given to
any person outside New Zealand in circumstances in
which the Entitlement Offer or distribution of this Offer
Document would be unlawful. The distribution of this
Offer Document (including an electronic copy) outside
New Zealand may be restricted by law. In particular,
this Offer Document may not be distributed to any
person, and the New Shares may not be offered or
sold, in any country outside New Zealand except to the
extent permitted in this Offer Document or as Asset
Plus may otherwise determine in compliance with
applicable laws.
Neither this Offer Document, the Entitlement and
Acceptance Form, nor any enclosed or accompanying
NZX announcements may be released or distributed
in the United States. This Offer Document, the
Entitlement and Acceptance Form and any
accompanying NZX announcements do not constitute
an offer to sell, or the solicitation of an offer to buy,
any securities in the United States or to any person
who is acting for the account or benefit of any person
in the United States (to the extent such person is
acting for the account or benefit of a person in the
United States), or in any other jurisdiction in which
such an offer would be illegal. The Entitlements
and the New Shares have not been, and will not
be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction of the
United States. The Entitlements may not be issued to,
or taken up or exercised by, and the New Shares may
not be offered or sold to, persons in the United States
or persons who are acting for the account or benefit
of a person in the United States (to the extent such
person is acting for the account or benefit of a person
in the United States). Neither the Entitlements nor the
New Shares may be offered, sold or resold, directly
or indirectly, in the United States or to persons acting
Offer Document
2
for the account or benefit of a person in the United
States (to the extent such persons hold securities and
are acting for the account or benefit of a person in
the United States) except in transactions exempt from,
or not subject to, the registration requirements of the
U.S. Securities Act and the applicable securities laws of
any state or other jurisdiction of the United States.
Further details on the offering restrictions that apply are
set out in Part 4: Details of the Entitlement Offer.
If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure
to comply with such restrictions may contravene
applicable securities law. Each of Asset Plus and
AFM disclaims all liability in respect of any such
contravention by any other person.
Decision to participate in the
Entitlement Offer
The information in this Offer Document does not
constitute a recommendation to acquire or invest in New
Shares and is not financial product advice to you or any
other person. This Offer Document has been prepared
without taking into account your investment objectives,
financial or taxation situation or particular needs
or circumstances.
Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Asset Plus (including
the inherent uncertainties as to the impact of
COVID-19 and the summary of key risks in Section 5
of the Investor Presentation (Key Risks)), and consider
whether such an investment is suitable for you having
regard to publicly available information (including the
Investor Presentation), your personal circumstances
and following consultation with a financial or other
professional adviser. Please read this Offer Document
carefully and in full before making that decision.
You acknowledge and agree that determination of
eligibility of investors for the purposes of the Offer
is determined by reference to a number of matters,
including legal regimes and the discretion of Asset
Plus and the Lead Manager. Asset Plus, AFM and the
Lead Manager disclaim any duty or liability (including
for negligence) in respect of the exercise of that
discretion, to the maximum extent permitted by law.
No guarantee
No person named in this Offer Document (nor any
other person) guarantees the New Shares to be issued
pursuant to the Entitlement Offer or warrants the
future performance of Asset Plus or any return on any
investment made pursuant to this Offer Document.
Privacy
Any personal information provided by Eligible
Shareholders on the Entitlement and Acceptance Form
or via the online application process will be held by
Asset Plus and/or the Registrar at the addresses set out
in the Directory.
Asset Plus and/or the Registrar may store your personal
information in electronic format, including in online
storage on a server or servers which may be located in
New Zealand or overseas. The information will be used
for the purposes of administering your investment in
Asset Plus.
This information will only be disclosed to third parties
with your consent or if otherwise required or permitted by
law. Under the New Zealand Privacy Act 1993, you have
the right to access and correct any personal information
held about you.
Enquiries
Any questions about the Entitlement Offer can be
directed to an Authorised Financial Adviser, NZX Firm or
your financial or other professional adviser. If you are an
Eligible Retail Shareholder and have any questions about
the number of New Shares shown on the Entitlement
and Acceptance Form or in the “Acceptance” section
of the Entitlement Offer website, or how to complete
the Entitlement and Acceptance Form or the electronic
acceptance form on the Entitlement Offer website, please
contact the Registrar whose contact details are set out in
Part 6: Directory.
Times, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates
in New Zealand, all references to currency are to New
Zealand dollars, and all references to applicable statutes
and regulations are references to New Zealand statutes
and regulations.
Definitions
Capitalised terms used in this Offer Document have the
meanings given in Part 5: Glossary.
Offer Document
3
Chairman’s Letter
Dear Shareholder,
Offer to fund the Munroe Lane
Development
Asset Plus has announced that it intends to raise
approximately NZ$60.2 million of new equity through
a NZ$48.1 million pro rata 1 for 1.01 entitlement
offer (the Entitlement Offer) to Eligible Shareholders,
together with a NZ$12.1 million placement to
institutional investors (the Placement) (the Entitlement
Offer and the Placement, together the Offer).
Asset Plus has clear objectives of increasing the
scale of its portfolio and setting a strong platform for
sustainable growth. To deliver on these objectives,
Asset Plus is undertaking the Offer in order to fund the
development of an office building at 6-8 Munroe Lane,
Albany (the Munroe Lane Development).
Asset Plus previously announced a NZ$100 million
equity raising in March of this year, but given global
volatility of capital markets and uncertainty at that
time, that offer was withdrawn and the shareholder
meeting to approve the Munroe Lane Development
scheduled for 31 March 2020 was withdrawn.
Since March, Auckland Council has reconfirmed its
desire for Asset Plus to progress the Munroe Lane
Development, and has agreed to extend the funding
and shareholder approval condition associated with
the development to 30 October 2020.
The net proceeds the Offer will be used to repay
outstanding debt upon close of the Offer. Asset Plus
plans to fund the estimated NZ$119.8 million cost
to complete the Munroe Lane Development through
a new bank funding package to be put in place. A
committed terms sheet has been entered into with
BNZ to restructure Asset Plus’ current debt facility,
which would increase Asset Plus’ borrowing capacity
from NZ$75 million to NZ$130 million and allow debt
to be drawn down to fund the completion of the
Munroe Lane Development.
If the Munroe Lane Development is completed
in accordance with Asset Plus’ current indicative
development timetable and cost plan, we expect the
value of Asset Plus’ investment properties will increase
by approximately NZ$134.5 million. Asset Plus
intends to hold the Munroe Lane property as a long-
term investment.
Asset Plus continues to explore the redevelopment of
35 Graham Street. However, as it is currently uncertain
which development option will be pursued, we
consider it prudent that the Offer is sized with a focus
on the Munroe Lane Development and, accordingly,
are raising only NZ$60.2 million at this time.
1 for 1.01 Entitlement Offer
Under the Entitlement Offer, eligible shareholders
may apply for 1 new share for every 1.01 existing
shares held as at 5.00pm on 14 September 2020,
at an application price of NZ$0.30 per new share.
The application price reflects a 16.0% discount to
NZ$0.357, being the volume weighted average price
of Asset Plus’ shares traded on the NZX for the last 5
trading days prior to 10 September 2020, and a 8.8%
discount to the theoretical ex-rights price of NZ$0.33.
1
The Entitlement Offer, excluding the commitments by
Augusta Capital Limited (Augusta) and other major
shareholders described below, is fully underwritten by
Jarden Partners Limited.
In addition to being able to take up their Entitlement,
Eligible Retail Shareholders who take up their
Entitlement in full may apply for additional New
Shares not taken up by other retail shareholders
through an oversubscription facility.
If you do not acquire any Shares under the Offer,
your shareholding in Asset Plus will be diluted by
55.4% as a result of the issue of new shares under the
Offer. Even if you take up your entitlement under the
Entitlement Offer in full (but do not acquire any shares
under the Placement or under the oversubscription
facility), your shareholding in Asset Plus will be diluted
by 11.2% as a consequence of the issue of New
Shares under the Placement.
1
The theoretical ex-rights price is the theoretical price at which Asset Plus shares would trade immediately after the ex-rights date for the Entitlement Offer. The theoretical
ex-rights price is calculated with reference to Asset Plus closing share price of NZ$0.365 on 9 September 2020 and includes all new shares issued under the Offer. The actual
price at which Asset Plus shares will trade immediately after the ex-rights date will depend on a number of factors and may not be equal to the theoretical ex-rights price.
Offer Document
4
Asset Plus’ major shareholder, Augusta, has
committed to subscribe for its pro-rata portion of the
Offer (being 18.85% or NZ$11.36 million). Augusta has
also indicated that it will seek to acquire additional
new shares under the Offer, up to a maximum
holding of 19.99% upon completion of the Offer. In
addition to Augusta’s commitment, Asset Plus has
received commitments from two of its other largest
shareholders to subscribe for their respective pro-rata
portions of the Offer, representing approximately
NZ$25.38 million (or 42.13%) of the total Offer
(including the pre-commitment from Augusta Capital).
The Entitlement Offer is made under this Offer
Document, so please read it carefully before deciding
what to do. If you have any questions about how to
deal with your Entitlements, you are encouraged to
talk to a professional adviser.
We also encourage you to read through all of Asset
Plus’ recent announcements, particularly the Investor
Presentation and other materials released on
10 September 2020 at www.nzx.com under the ticker
“APL”. In particular, you should refer to Section
5 of the Investor Presentation (Key Risks) before
making an investment decision. You can also access
information, including the Investor Presentation and
announcements regarding the Entitlement Offer
and the Munroe Lane Development, at
https://www.assetplusnz.co.nz/nzx-announcements.
On behalf of the Board, thank you for your continued
support, and we welcome your consideration of, and
participation in, the Entitlement Offer.
Yours sincerely,
Bruce Cotterill
Chairman
Offer Document
5
Part 1: Key terms of
the Entitlement Offer
Issuer
Asset Plus Limited
Entitlement Offer
Institutional Entitlement Offer and Retail Entitlement Offer
A pro rata entitlement offer of 1 New Share for every 1.01 Existing Shares
held by Eligible Shareholders at 5.00pm on the Record Date (with fractional
entitlements being rounded down to the nearest New Share). A shorter
than usual offer period will apply to Eligible Institutional Shareholders
under the Institutional Entitlement Offer, which will occur on the day of the
announcement of the Entitlement Offer. If an Eligible Shareholder does not
take up its Entitlements in full, its percentage shareholding will be reduced as
a result of the Entitlement Offer.
Entitlements cannot be traded on the NZX Main Board or privately
transferred.
Eligible Retail Shareholders who take up their Entitlement in full may also
apply for additional New Shares that are attributable to Entitlements
not taken up by other Eligible Retail Shareholders (together with those
attributable to Entitlements of Ineligible Retail Shareholders).
Application Price NZ$0.30 per New Share.
Shares currently on issue
161,920,433 Existing Shares.
Maximum number of New
Shares being offered
160,317,260 New Shares (subject to rounding).
Entitlement Offer size The approximate amount to be raised under the Entitlement Offer is NZ$48.1
million (as part of a total Offer size of approximately NZ$60.2 million).
New Shares
The same class as (and ranking equally with) Existing Shares.
Eligible Retail Shareholder
A Shareholder as at 5.00pm on the Record Date:
(a) with a registered address in New Zealand or New Caledonia; or
(b) who Asset Plus otherwise reasonably determines may be treated as an
Eligible Retail Shareholder,
and who is not an Institutional Shareholder and who is not in the United
States and is not acting for the account or benefit of a person in the United
States (or, in the event that such Shareholder is acting for the account
or benefit of a person in the United States, it is not participating in the
Entitlement Offer in respect of that person).
Eligible Institutional Shareholder
A Shareholder as at 5.00pm on the Record Date:
(a) with an address in New Zealand, Australia, Hong Kong or Singapore;
(b) who is an Institutional Investor (or a nominee of an Institutional
Investor); and
(c) who is invited to participate in the Institutional Entitlement Offer,
provided that such Shareholder is not in the United States, and it does not
include any Shareholder who Asset Plus and the Lead Manager agree will
be an Ineligible Institutional Shareholder for the purposes of the
Entitlement Offer.
Offer Document
6
How to apply
Eligible Retail Shareholders:
An application by an Eligible Retail Shareholder must be made (together with
payment) either using the online application form at www.assetplusoffer.
co.nz or by returning the Entitlement and Acceptance Form and following the
payment instructions set out on that form.
Eligible Institutional Shareholders:
The Lead Manager will contact Eligible Institutional Shareholders and advise
them of the terms and conditions of participation in the Entitlement Offer and
to confirm their application process.
Underwriting
The Offer is fully underwritten (excluding the Pre-Commitment Amount) by the
Underwriter in accordance with the terms of the Underwriting Agreement.
Offer Document
7
Part 2:
Important Dates
Institutional Entitlement Offer
This timetable is relevant to participants in the Institutional Entitlement Offer. Eligible Retail Shareholders should
refer to the important dates for the Retail Entitlement Offer underneath the timetable for the Institutional
Entitlement Offer below.
Key event
Date
1
Trading halt commences on NZX Main Board (pre-market open)
10 September 2020
Institutional Entitlement Offer and Bookbuild opens at 10:00am
10 September 2020
Institutional Entitlement Offer and Bookbuild closes at 5:00pm10 September 2020
Announce results of Institutional Entitlement Offer and Placement
Trading halt lifted on NZX Main Board
11 September 2020
Record Date 5.00pm
14 September 2020
Settlement of Institutional Entitlement Offer and Placement
and commencement of trading of New Shares (other than
the Deferred Shares)
16 September 2020
Retail Entitlement Offer
This timetable is relevant to participants in the Retail Entitlement Offer. Eligible Institutional Shareholders should refer to
the important dates for the Institutional Entitlement Offer set out above.
Key event
Date
1
Record Date 5.00pm
14 September 2020
Retail Entitlement Offer opens at 8.00am
15 September 2020
Offer Document and Entitlement and Acceptance Forms sent to
Eligible Shareholders
15 September 2020
Retail Entitlement Offer closes at 5.00pm (last day for online
applications, or for receipt of the completed Entitlement and
Acceptance Form, with payment)
29 September 2020
Announce results of Retail Entitlement Offer
1 October 2020
Settlement of Retail Entitlement Offer and the Deferred
Shares and commencement of trading of New Shares
2 October 2020
Applicants are encouraged to apply via the online application process or submit their personalised Entitlement and
Acceptance Forms as soon as possible. No cooling-off rights apply to applications submitted under the Entitlement Offer.
1
The dates above (and any references to them in this Offer Document) are subject to change and are indicative only. All times and dates refer to New Zealand time
(unless otherwise specified). Asset Plus reserves the right to amend the timetables (including by extending the closing dates for the Entitlement Offer or accepting late
applications, either generally or in particular cases) subject to applicable laws and the NZX Listing Rules. Any extension of the closing dates for the Entitlement Offer will
have a consequential effect on the issue date of New Shares.
Offer Document
8
Special Meeting
2
Key event
Date
1
Announcement of the Special Meeting
10 September 2020
Notice of Meeting, Investor Presentation and proxy form sent to
Shareholders
By 14 September 2020
Record date and time for being entitled to attend and vote at the
Special Meeting
5.00pm on 25 September 2020
Deadline to return proxy form
2.00pm on 27 September 2020
Special Meeting held
2.00pm on 29 September 2020
2
Asset Plus reserves the right to alter the key dates, subject to applicable laws and the NZX Listing Rules. Asset Plus reserves the right to withdraw the Offer at any time prior
to the issue of the New Shares at its absolute discretion.
Offer Document
9
Part 3: Actions to be taken
by Eligible Shareholders
A. If you are an Eligible Retail
Shareholder, you may take the
following actions:
• take up all of your Entitlement;
• take up all of your Entitlement and apply for
additional New Shares;
• take up part of your Entitlement; or
• do nothing.
If you only take up part of your Entitlement or do nothing,
you will receive no value for your Entitlements not
taken up.
The Entitlement Offer is a pro rata offer to Eligible
Shareholders. Eligible Shareholders who take up
their Entitlement in full will not have their percentage
shareholding in Asset Plus reduced as a result of the
Entitlement Offer, whereas Eligible Shareholders who
do not take up their Entitlement in full will have their
percentage shareholding in Asset Plus diluted as a
result of the Entitlement Offer. However, even Eligible
Shareholders who take up their entitlement under
the Entitlement Offer in full (but do not acquire any
New Shares under the Placement or any additional
New Shares under the oversubscription facility) will
be diluted as a consequence of the Placement which
forms part of the Offer.
To take up all or part of your Entitlement
If you are an Eligible Retail Shareholder and wish to take
up all or part of your Entitlement, you can:
• apply online in accordance with the instructions for
online applications below; or
• apply by returning the Entitlement and Acceptance
Form and following the payment instructions set out
on that form.
In addition to being able to take up their Entitlement,
Eligible Retail Shareholders who take up their Entitlement
in full may also apply for additional New Shares
attributable to Entitlements that are not taken up by
other Eligible Retail Shareholders (together with
New Shares attributable to Entitlements of Ineligible
Retail Shareholders).
Online applications
If you are an Eligible Retail Shareholder, you may
apply for all or part of your Entitlement online. To do
so, you must complete an online application at
www.assetplusoffer.co.nz by no later than 5.00pm on
29 September 2020. You will be required to enter
your CSN/Holder number which you hold your Shares
under. Online applications can only be paid for by
direct debit in New Zealand.
Entitlement and Acceptance Form
If you are an Eligible Retail Shareholder, you may also
apply for all or part of your Entitlement by returning
the Entitlement and Acceptance Form and following
the payment instructions set out on that form.
You should:
• complete your personalised Entitlement and
Acceptance Form in accordance with the
instructions set out on that form;
• complete the direct debit authorisation in
accordance with the instructions on your
Entitlement and Acceptance Form or attach your
cheque or bank draft in New Zealand dollars to
your completed Entitlement and Acceptance Form
for the amount required to be paid in accordance
with the payment instructions set out below; and
• return your completed Entitlement and
Acceptance Form and your cheque or bank draft
to the Registrar (or any NZX Firm in sufficient
time for the documents to be forwarded to and
received by the Registrar), no later than 5.00pm
on 29 September 2020. Contact details for the
Registrar are set out in Part 6: Directory.
Payment instructions
• Payment must be made in full by paying NZ$0.30
per New Share on application.
• If you are an Eligible Retail Shareholder and are
applying for a dollar amount of additional New
Shares (having taken up your Entitlement in full),
payment must be made in respect of both your
Entitlement and the additional dollar amount of
New Shares applied for.
• Payments are to be made by direct debit, cheque or
bank draft to the Registrar or by such other method
of payment agreed as acceptable to Asset Plus.
Please choose only one payment option.
Offer Document
10
B. If you are an Eligible
Institutional Shareholder
The Lead Manager will contact Eligible Institutional
Shareholders to inform them of the terms and conditions
of participation in the Institutional Entitlement Offer
and seek confirmation of their Entitlements under the
Entitlement Offer.
Asset Plus and the Lead Manager will, in their sole
discretion, determine the Shareholders who will be
treated as Eligible Institutional Shareholders for the
purpose of determining the Shareholders to whom an
offer of New Shares will be made under the Institutional
Entitlement Offer.
C. Further information
Enquiries about the Entitlement Offer can be directed
to the Investor Information Line on +64 9 375 5998
(toll free within New Zealand) from 8:30am to 5:30pm
Monday to Friday (excluding public holidays), or an
Authorised Financial Adviser, an NZX Firm or your
other professional adviser.
If you have any questions about the number of New
Shares shown in the “Acceptance” section of the
Entitlement Offer website or on your Entitlement
and Acceptance Form, or how to complete an online
application or your Entitlement and Acceptance Form,
please contact the Registrar. Contact details for the
Registrar are set out in Part 6: Directory.
Offer Document
11
Part 4: Details of the
Entitlement Offer
The Entitlement Offer
The Entitlement Offer is an offer of New Shares to
Eligible Shareholders under an accelerated pro
rata non-renounceable entitlement offer. Under the
Entitlement Offer, Eligible Shareholders are entitled
to subscribe for 1 New Share for every 1.01 Existing
Shares held at 5.00pm on the Record Date. The New
Shares will be the same class as, and will rank equally
with, Existing Shares which are quoted on the NZX
Main Board. It is a term of the Entitlement Offer that
Asset Plus will take any necessary steps to ensure that
the New Shares are, immediately after issue, quoted
on the NZX Main Board.
The Entitlement Offer is a non-renounceable offer made
pursuant to the NZX Waivers. If you are an Eligible
Shareholder you may take up all, part or none of your
Entitlements. If you are an Eligible Retail Shareholder and
you take up your Entitlement in full, you may apply for
additional New Shares.
If you are an Eligible Shareholder and you do not take
up any of your Entitlements, or receive any Shares
under the Placement, your shareholding in Asset Plus
will be diluted by 55.4%. Even if you are an Eligible
Shareholder and you take up your Entitlements in
full (but do not receive any New Shares under the
Placement or additional New Shares under the
oversubscription facility), your shareholding in Asset
Plus will be diluted by 11.2% as a consequence of the
Placement.
The maximum number of New Shares being offered
under the Entitlement Offer is 160,317,260 New Shares
(subject to rounding).
Asset Plus expects to raise a total of approximately
NZ$48.1 million (before costs) through the Entitlement
Offer (as part of a total Offer size of approximately
NZ$60.2 million), which is fully underwritten by the
Underwriter (other than the Pre-Committed Amount).
The number of New Shares to which an Eligible
Shareholder is entitled under an Entitlement will, in the
case of fractions, be rounded down to the nearest
whole number.
Application Price
The Application Price is NZ$0.30 per New Share and
must be paid in full on application.
Payment of the Application Price for the Retail
Entitlement Offer must be made in accordance
with the online application process (available at
www.assetplusoffer.co.nz) or in accordance with
the instructions set out in the Entitlement and
Acceptance Form.
Applications may be made by Eligible Retail
Shareholders online at www.assetplusoffer.co.nz
without the need to complete an Entitlement
and Acceptance Form. Alternatively, Eligible
Retail Shareholders may also deliver a completed
Entitlement and Acceptance Form (either by mail,
delivery, facsimile or email) to the Registrar.
Application monies received will be held in a trust
account with the Registrar until the corresponding
New Shares are allotted or the application monies are
refunded. Interest earned on the application monies will
be for the benefit, and remain the property, of Asset Plus
and will be retained by Asset Plus whether or not the
issue of New Shares takes place.
Any refund of application monies will be made without
interest and within 10 Business Days of allotment or
the date that the decision not to accept an application is
made (as the case may be). Refunds will not be paid for
any difference arising solely due to rounding or where the
aggregate amount of the refund payable to the relevant
Shareholder is less than NZ$5.00.
Decision to participate
The information in this Offer Document does not
constitute a recommendation to invest in New Shares
and is not financial product advice. This Offer Document
has been prepared without taking into account the
investment objectives, financial or taxation situation or
particular needs or circumstances of any applicant.
Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Asset Plus (including
the inherent uncertainties as to the impact of
COVID-19 and the summary of key risks in Section 5
of the Investor Presentation (Key Risks)), and consider
whether such an investment is suitable for you having
regard to publicly available information (including
the Investor Presentation and the publicly available
information referred to in the Important Notice in
Offer Document
12
this Offer Document), your personal circumstances
and following consultation with a financial or
other professional adviser. You can also access
information, including the Investor Presentation and
announcements regarding the Entitlement Offer at
www.assetplusoffer.co.nz.
Withdrawal and late applications
Subject to compliance with all applicable laws, Asset
Plus reserves the right to withdraw the Entitlement Offer
(or any of the Institutional Entitlement Offer, Bookbuild,
Retail Entitlement Offer or Placement, and irrespective
of whether or not all of them are withdrawn), either
generally or in particular cases, at any time at its
absolute discretion.
Asset Plus may accept late applications and application
monies, either generally or in particular cases, but has no
obligation to do so. Asset Plus may accept or reject (at
its discretion) any online application or any Entitlement
and Acceptance Form which it considers to have been
completed incorrectly or correct any errors or omissions
on any online application or any Entitlement and
Acceptance Form.
If any application is not accepted, all applicable
application monies will be refunded without interest
to the relevant Shareholder within 10 Business Days
of the decision not to accept the application. Refunds
will not be paid where the aggregate amount of the
refund payable to relevant Shareholder is less than
NZ$5.00.
Once submitted, and subject to all applicable law, an
application may not be withdrawn without Asset Plus’
prior written consent.
Overview of the Entitlement Offer
As described in further detail below, the Entitlement
Offer comprises:
• the Institutional Entitlement Offer (including,
insofar as it relates to Entitlements of Institutional
Shareholders, the Bookbuild); and
• the Retail Entitlement Offer.
Purpose of the Offer
Asset Plus intends that the proceeds raised from the
Offer will be applied to repay outstanding debt, and
banking facilities are to be increased from NZ$75
million to an aggregate limit of NZ$130 million
providing sufficient headroom to fund the estimated
NZ$119.8 million cost to complete the Munroe
Lane Development.
Retail Entitlement Offer
Overview of the Retail Entitlement Offer
Asset Plus is offering Eligible Retail Shareholders the
opportunity to subscribe for 1 New Share for every
1.01 Existing Shares held as at 5.00pm on the Record
Date, at an Application Price of NZ$0.30 per New
Share. This ratio and the Application Price are the
same as for the Institutional Entitlement Offer.
The Retail Entitlement Offer opens on
15 September 2020 and closes at 5.00pm on
29 September 2020 (subject to Asset Plus’ right
to modify these dates).
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible
Retail Shareholders. The Retail Entitlement Offer does
not constitute an offer to any person who is not an
Eligible Retail Shareholder (including any Ineligible Retail
Shareholder or Institutional Shareholder). In particular,
Shareholders who are in the United States or who are
acting for the account or benefit of a person in the United
States (to the extent such Shareholders are acting for the
account or benefit of a person in the United States) are
not eligible to participate in the Retail Entitlement Offer.
Any person allocated New Shares under the Institutional
Entitlement Offer, the Placement or the Bookbuild does
not have any entitlement to participate in the Retail
Entitlement Offer in respect of those New Shares.
Asset Plus reserves the right to reject any application
for New Shares under the Retail Entitlement Offer that
it considers comes from a person who is not an Eligible
Retail Shareholder.
Acceptance of Entitlement under the Retail
Entitlement Offer
Applications for New Shares by Eligible Retail
Shareholders can be made via an online application
at www.assetplusoffer.co.nz or on the personalised
Entitlement and Acceptance Form. The Entitlement and
Acceptance Form sets out an Eligible Retail Shareholder’s
Entitlement to participate in the Retail Entitlement Offer.
Entitlements are not rounded up to a minimum holding.
The number of New Shares to which an Eligible Retail
Shareholder is entitled under an Entitlement will, in the
case of fractions of New Shares, be rounded down to the
nearest whole number.
Offer Document
13
Eligible Retail Shareholders are not obliged to subscribe
for any or all of the New Shares to which they are entitled
under the Entitlement Offer. They may choose to take up
all, part or none of their Entitlements.
Any person outside New Zealand who takes up
an Entitlement in the Retail Entitlement Offer (and
therefore applies for New Shares) through a New
Zealand resident nominee, and their nominee, will be
deemed to have represented and warranted to Asset
Plus that the Entitlement Offer can be lawfully made
to their nominee pursuant to this Offer Document.
None of Asset Plus, AFM, the Lead Manager, the
Underwriter, the Registrar or any of their respective
directors, officers, employees, agents or advisers
accept any liability or responsibility to determine
whether a person is eligible to participate in this
Entitlement Offer. Any person in the United States or
that is acting for the account or benefit of a person in
the United States is not permitted to participate in the
Retail Entitlement Offer.
Application to take up additional New Shares
Eligible Retail Shareholders who have taken up their
Entitlement in full may apply for additional New Shares
that are attributable to Entitlements that are not taken up
by other Eligible Retail Shareholders (together with New
Shares attributable to Entitlements of Ineligible Retail
Shareholders).
Eligible Retail Shareholders who have taken up their
Entitlement in full may apply for these additional New
Shares. Eligible Retail Shareholders may apply for
these additional New Shares as directed via the online
application or by completing the appropriate section on
the Entitlement and Acceptance Form, and specifying
the NZ$ amount of additional New Shares at the
Application Price.
Payment must be made for both the full Entitlement and
any additional New Shares applied for.
Allocations and any necessary scaling of additional New
Shares applied for by Eligible Retail Shareholders who
take up their Entitlements in full will be determined by
Asset Plus and the Lead Manager.
If applications for additional New Shares are scaled
or not accepted, excess application monies will be
refunded without interest within 10 Business Days of
allotment or the date that the decision not to accept
an application is made (as the case may be). Refunds
will not be paid where the aggregate amount of the
refund payable to a Shareholder is less than NZ$5.00.
Eligible Retail Shareholders who do not take up their
Entitlement in full will not be eligible to apply for
additional New Shares and any application for any
additional New Shares will be disregarded.
Institutional Entitlement Offer
Overview of the Institutional Entitlement Offer
Asset Plus is offering Eligible Institutional Shareholders
the opportunity to subscribe for 1 New Share for every
1.01 Existing Shares held as at 5.00pm on the Record
Date, at an Application Price of NZ$0.30 per New
Share. This ratio and the Application Price are the
same as for the Retail Entitlement Offer.
The Institutional Entitlement Offer opens at 10.00am
on 10 September 2020 and closes at 5.00pm on
10 September 2020 (subject to Asset Plus’ right to
modify these dates).
Eligible Institutional Shareholders who have not taken
up their Entitlements in full, will not receive any value in
respect of their Entitlements not taken up.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to
Eligible Institutional Shareholders. Asset Plus and the
Lead Manager will determine the Shareholders who
will be treated as Eligible Institutional Shareholders
for the purpose of determining the Shareholders to
whom an offer of New Shares will be made under
the Institutional Entitlement Offer. In exercising their
discretion, Asset Plus and the Lead Manager may have
regard to a number of matters, including legal and
regulatory requirements and logistical and registry
constraints. Asset Plus and the Lead Manager will
also agree on which Shareholders will be treated as
Ineligible Institutional Shareholders. To the maximum
extent permitted by law, Asset Plus, AFM and the Lead
Manager disclaim any duty or liability (including for
negligence) in respect of the exercise of their discretion
to determine the eligibility of Shareholders.
Asset Plus reserves the right to reject any application for
New Shares under the Institutional Entitlement Offer that
it considers comes from a person who is not an Eligible
Institutional Shareholder.
Acceptance of Entitlement under the Institutional
Entitlement Offer
The Lead Manager will contact Eligible Institutional
Shareholders to inform them of the terms and conditions
of participation in the Institutional Entitlement Offer
and seek confirmation of their Entitlements under the
Entitlement Offer. Applications for New Shares by
Eligible Institutional Shareholders can only be made in
accordance with that process.
Entitlements are not rounded up to a minimum holding.
The number of New Shares to which an Eligible
Institutional Shareholder is entitled under an Entitlement
will, in the case of fractions of New Shares, be rounded
down to the nearest whole number.
Offer Document
14
Bookbuild
New Shares attributable to Entitlements that are
not taken up by Eligible Institutional Shareholders
under the Institutional Entitlement Offer (together
with New Shares attributable to Entitlements of
Ineligible Institutional Shareholders and New Shares
offered under the Placement) will be offered under the
Bookbuild to Institutional Investors (which may
include Eligible Institutional Shareholders whether
or not they take up their full Entitlements under the
Entitlement Offer).
The Bookbuild will be conducted by the Lead Manager
and is expected to take place on 10 September 2020.
The price for Shares under the Bookbuild will be the
same as the Application Price. Allocations of New
Shares under the Bookbuild and Placement will be
determined by Asset Plus and the Lead Manager.
Any proceeds realised for New Shares sold in the
Bookbuild will be paid to Asset Plus.
Settlement of the Institutional
Entitlement Offer and Bookbuild
Settlement of the Institutional Entitlement Offer and
Bookbuild will occur on the Institutional Settlement
Date in accordance with arrangements advised by the
Lead Manager to Eligible Institutional Shareholders.
Each investor remains responsible for ensuring its
own compliance with the Takeovers Code and other
applicable law.
New Shares
New Shares will rank equally with, and have the same
voting rights, dividend rights and other entitlements
as Existing Shares in Asset Plus quoted on the NZX
Main Board. Applicants for New Shares will be bound
by Asset Plus’ constitution and the terms of the
Entitlement Offer set out in this Offer Document.
Asset Plus currently expects to maintain payment of
a cash dividend of 1.8 cents per share per annum
over the development period for the Munroe Lane
Development and up to 31 March 2023. Asset Plus
intends to introduce a dividend reinvestment plan
commencing at its next dividend payment date in
December 2020.
Quotation
Entitlements will not be quoted and cannot be traded
on the NZX Main Board or privately transferred. It is a
term of the Entitlement Offer that Asset Plus will take
any necessary steps to ensure that the New Shares
are, immediately after issue, quoted on the NZX
Main Board.
NZX
The New Shares have been accepted for quotation by
NZX and will be quoted on the NZX Main Board upon
completion of allotment procedures. The NZX Main
Board is a licensed market under the FMCA. However,
NZX accepts no responsibility for any statement in this
Offer Document. It is expected that trading on the NZX
Main Board of the New Shares issued under:
• the Institutional Entitlement Offer and Bookbuild
will commence on 16 September 2020; and
• the Retail Entitlement Offer will commence on 2
October 2020.
NZX has granted Asset Plus the following waivers in
connection with the Offer:
• a waiver from NZX Listing Rule 5.2.1 to allow
New Shares issued pursuant to the Placement,
having an aggregate value of more than 10%
of the Average Market Capitalisation (as defined
in the NZX Listing Rules), to be allotted to Asset
Plus’ Related Parties (as defined in the NZX Listing
Rules) without shareholder approval; and
• a waiver from NZX Listing Rule 4.19.1 to allow
a deferral on the allotment of a portion of the
Shares to be subscribed for by each of Augusta
and Salt Funds, to the extent that Augusta or Salt
Funds would otherwise hold more than 19.99%
of the Shares on issue upon allotment of the
New Shares on the Institutional Settlement
Date and prior to the allotment under the Retail
Entitlement Offer.
Augusta and Salt Funds will settle all New Shares
allocated to them (excluding the Deferred Shares)
on the Institutional Settlement Date and will settle
the Deferred Shares on the Retail Settlement Date.
The number of Deferred Shares in respect of each of
Augusta and Salt Funds will be the minimum number
of New Shares to ensure that neither Augusta nor Salt
Funds hold more than 19.99% of the Shares on issue
upon allotment of the New Shares on the Institutional
Settlement Date and prior to the allotment under the
Retail Entitlement Offer.
Nominees
If you hold Existing Shares as nominee or custodian
for more than one person, then you may (depending
on the nature of each such person) be an Eligible
Institutional Shareholder, Ineligible Institutional
Shareholder, Eligible Retail Shareholder or Ineligible
Retail Shareholder with regard to the Entitlement of
each such person. Nominees and custodians should
note that the Retail Entitlement Offer is not available
to Eligible Institutional Shareholders who were invited
to participate in the Institutional Entitlement Offer
(whether they accepted their Entitlement or not) and
Ineligible Institutional Shareholders.
Offer Document
15
Nominees and custodians may not distribute any
part of this Offer Document, and may not permit any
beneficial shareholder to participate in the Entitlement
Offer who is located in the United States or any other
country outside New Zealand and New Caledonia,
except to institutional and professional investors listed
in, and to the extent permitted under, the section
captioned “International Offer Restrictions” below or
elsewhere as Asset Plus may determine it is lawful and
practical to make the Entitlement Offer.
In particular, persons acting as nominees or
custodians for other persons may not take up
New Shares on behalf of, or send any documents
relating to the Entitlement Offer to, any person in the
United States. If a nominee or custodian takes up
Entitlements for the account or benefit of a person in
the United States, such person may receive no value
for any such Entitlements.
Asset Plus is not required to determine whether or
not any registered holder is acting as a nominee or
custodian, or the identity or residence of any beneficial
owners of Shares. Where any holder is acting as a
nominee for a foreign person, that holder, in dealing
with its beneficiary, will need to assess whether
indirect participation by the beneficiary in the Retail
Entitlement Offer is compatible with applicable foreign
laws. Eligible Retail Shareholders who are nominees,
trustees or custodians are therefore advised to seek
independent advice as to how to proceed.
Overseas Shareholders
The Entitlement Offer is open only to Eligible
Shareholders. The Entitlement Offer is not open to
Shareholders in other jurisdictions as Asset Plus
considers that it is unduly onerous and unreasonable
for Asset Plus to make the Entitlement Offer into
those jurisdictions having regard to the number of
securities held by Ineligible Retail Shareholders and
Ineligible Institutional Shareholders, the number
and value of New Shares that they would be offered
and the costs of complying with the legal and
regulatory requirements which would apply to an
offer of securities to Ineligible Retail Shareholders and
Ineligible Institutional Shareholders in those places.
Asset Plus, AFM, the Lead Manager and each of their
respective affiliates and related bodies corporate and
each of their directors, partners, employees, advisers
and agents disclaim any liability as to eligibility, to the
maximum extent permitted by law.
Shareholders in those jurisdictions will not be
issued Entitlements.
This Offer Document is intended for use only in
connection with the Entitlement Offer to Eligible Retail
Shareholders in New Zealand and New Caledonia and
Eligible Institutional Shareholders in New Zealand,
Australia, Hong Kong and Singapore. It does not
constitute an offer or invitation in any place in which,
or to any person to whom, it would not be lawful to
make such an offer or invitation.
This Offer Document is not to be sent or given to
any person outside New Zealand in circumstances in
which the Entitlement Offer or distribution of this Offer
Document would be unlawful. In particular, this Offer
Document may not be sent or given to any person
in the United States. The distribution of this Offer
Document (including an electronic copy) outside New
Zealand may be restricted by law. If you come into
possession of this Offer Document, you should observe
any such restrictions. Any failure to comply with such
restrictions may contravene applicable securities law,
including as set out below.
No person may purchase, offer, sell, distribute or
deliver New Shares, or be in possession of, or distribute
to any other person, any offering material or any
documents in connection with the New Shares, in
any jurisdiction other than in compliance with all
applicable laws and regulations.
International Offer Restrictions
This Offer Document does not constitute an offer of
New Shares in any jurisdiction in which it would be
unlawful. In particular, this Offer Document may not
be distributed to any person, and New Shares may not
be offered or sold, in any country outside New Zealand
except to the extent permitted below.
Australia
This Offer Document and the offer of New Shares
are only made available in Australia to persons to
whom an offer of securities can be made without
disclosure in accordance with applicable exemptions
in sections 708(8) (sophisticated investors) or 708(11)
(professional investors) of the Corporations Act 2001
(Cth) (the Corporations Act). This Offer Document is
not a prospectus, product disclosure statement or any
other formal “disclosure document” for the purposes
of Australian law and is not required to, and does not,
contain all the information which would be required
in a “disclosure document” under Australian law.
This Offer Document has not been and will not be
lodged or registered with the Australian Securities &
Investments Commission or the Australian Securities
Exchange and Asset Plus is not subject to the
continuous disclosure requirements that apply
in Australia.
Offer Document
16
Prospective investors should not construe anything in
this Offer Document as legal, business or tax advice
nor as financial product advice for the purposes
of Chapter 7 of the Corporations Act. Investors in
Australia should be aware that the offer of the New
Shares for resale in Australia within 12 months of their
issue may, under section 707(3) of the Corporations
Act, require disclosure to investors under Part 6D.2
if none of the exemptions in section 708 of the
Corporations Act apply to the re-sale.
Hong Kong
WARNING: This Offer Document has not been, and
will not be, registered as a prospectus under the
Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong, nor has it been
authorised by the Securities and Futures Commission
in Hong Kong pursuant to the Securities and Futures
Ordinance (Cap. 571) of the Laws of Hong Kong
(the SFO). No action has been taken in Hong Kong
to authorise or register this Offer Document or to
permit the distribution of this Offer Document or any
documents issued in connection with it. Accordingly,
the 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 Offer Document have not been
reviewed by any Hong Kong regulatory authority. You
are advised to exercise caution in relation to the offer.
If you are in doubt about any of the contents of this
Offer Document, you should obtain independent
professional advice.
New Caledonia
This Offer Document has not been, and will not be,
registered with or approved by any securities regulator
in New Caledonia. Accordingly, this Offer Document
may not be made available, nor may the New
Shares be offered for sale, in New Caledonia except
in circumstances that do not require a prospectus
under Article 1(4) of Regulation (EU) 2017/1129 of the
European Parliament and the Council of the European
Union (the Prospectus Regulation).
In accordance with Article 1(4) of the Prospectus
Regulation, an offer of New Shares in New Caledonia
is limited:
• to persons who are “qualified investors”
(as defined in Article 2(e) of the Prospectus
Regulation);
• to fewer than 150 natural or legal persons (other
than qualified investors) with registered addresses
in New Caledonia; or
• in any other circumstance falling within Article 1(4)
of the Prospectus Regulation.
Singapore
This Offer Document and any other materials relating
to the New Shares have not been, and will not be,
lodged or registered as a prospectus in Singapore with
the Monetary Authority of Singapore. Accordingly, this
Offer Document and any other document or materials
in connection with the offer or sale, or invitation for
subscription or purchase, of 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 Offer Document has been given to you on the
basis that you are (i) an existing holder of Shares, (ii)
an “institutional investor” (as defined in the SFA) or
(iii) an “accredited investor” (as defined in the SFA). In
the event that you are not an investor falling within
any of the categories set out above, please return this
Offer Document immediately. You may not forward or
circulate this Offer Document to any other person
in Singapore.
Offer Document
17
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.
Augusta and other major
shareholder commitments
Augusta and two other major shareholders
committed to subscribe for approximately NZ$25.38
million of New Shares (representing 42.13% of the
total Offer size). Augusta has also indicated that it
will seek to acquire additional new shares under the
Offer, up to a maximum holding of 19.99% upon
completion of the Offer.
Underwriting Agreement
Asset Plus has requested that the Underwriter
underwrite the Offer and the Underwriter has
agreed to do so. This means that the Underwriter
will subscribe at the Application Price for any New
Shares that are not subscribed for by Shareholders or
Institutional Investors under the Offer in accordance
with the terms of the Underwriting Agreement.
A summary of the principal terms of the Underwriting
Agreement are set out as follows:
• The Underwriter has the power to appoint
sub-underwriters.
• The Underwriter will be paid an agreed underwriting
fee for their services in connection with the Offer.
• The Underwriting Agreement contains termination
events, representations, warranties and indemnities
that are customary for an offer of this nature.
• Asset Plus has agreed to indemnify the Underwriter
and the Lead Manager (and each of their related
companies and each of their respective directors,
officers, partners, employees and advisers) in
connection with against certain losses resulting from
their role in the Offer.
• Asset Plus is restricted from offering further Shares
or securities (subject to usual exclusions, including
the proposed dividend reinvestment plan) for
six months after the Retail Settlement Date, or
otherwise entering into any agreement whereby
any person may be entitled to the allotment and
issue of any Shares or other equity securities by
Asset Plus, or making any announcement of an
intention to do any of the foregoing, other than
pursuant to the Offer.
Brokerage
No investor will pay brokerage on taking up their
Entitlement or as a subscriber for New Shares under the
Entitlement Offer.
Following allotment, the sale of the New Shares may be
subject to normal brokerage fees.
Governing law
This Offer Document, the Entitlement Offer and any
contract resulting from it are governed by the laws
of New Zealand, and each applicant submits to the
exclusive jurisdiction of the courts of New Zealand.
Offer Document
18
Agreement to Develop and
Lease
The agreement to develop and lease between Asset Plus Investments Limited (a
wholly-owned subsidiary of Asset Plus), Asset Plus and Auckland Council dated
20 December 2019 (as amended).
Application Price NZ$0.30 per New Share.
AFMAugusta Funds Management Limited, in its capacity as manager of Asset
Plus’ assets.
AugustaAugusta Capital Limited.
Authorised Financial Adviser
A financial adviser who is registered on the New Zealand Financial Service
Providers Register.
Board
The board of directors of Asset Plus Limited.
Bookbuild
The bookbuild process conducted by the Lead Manager under which New
Shares attributable to Entitlements that are not taken up by Eligible Institutional
Shareholders, together with New Shares attributable to Entitlements of Ineligible
Institutional Shareholders, and the New Shares to be offered in the Placement,
are offered for sale at the Application Price to Institutional Investors (which may
include Eligible Institutional Shareholders, whether or not they take up their full
Entitlement under the Entitlement Offer).
Business Day
A time between 8.30am and 5.30pm on a day on which NZX is open for trading.
Corporations Act
The Australian Corporations Act 2001 (Cth).
Deferred Shares
The New Shares allocated to each of Augusta and Salt Funds which will be
settled on the Retail Settlement Date, being the minimum number of New
Shares to ensure that neither Augusta nor Salt Funds hold more than 19.99%
of the Shares on issue upon allotment of the New Shares on the Institutional
Settlement Date and prior to the allotment under the Retail Entitlement Offer.
Eligible Institutional Shareholder
A Shareholder as at 5.00pm on the Record Date:
(a) with an address in New Zealand, Australia, Hong Kong or Singapore;
(b) who is an Institutional Investor (or the nominee of an Institutional Investor); and
(c) who is invited to participate in the Institutional Entitlement Offer,
provided that such Shareholder is not in the United States, and it does not
include any Shareholder who Asset Plus and the Lead Manager agree will be
an Ineligible Institutional Shareholder for the purposes of the Entitlement Offer.
Eligible Retail Shareholder
A Shareholder as at 5.00pm on the Record Date:
(a) with a registered address in New Zealand or New Caledonia; or
(b) who Asset Plus otherwise reasonably determines may be treated as an
Eligible Retail Shareholder,
(c) and who is not an Institutional Shareholder and who is not in the United
States and is not acting for the account or benefit of a person in the
United States (or, in the event that such Shareholder is acting for the
account or benefit of a person in the United States, it is not participating
in the Entitlement Offer in respect of that person)
Eligible Shareholder
An Eligible Retail Shareholder or Eligible Institutional Shareholder.
Part 5: Glossary
Offer Document
19
EntitlementThe right to subscribe for 1 New Share for every 1.01 Existing Shares at the
Application Price under the Entitlement Offer.
Entitlement and Acceptance
Form
The personalised entitlement and acceptance form provided to Eligible
Retail Shareholders.
Entitlement Offer
The offer of New Shares pursuant to the Institutional Entitlement Offer and the
Retail Entitlement Offer.
Existing Share
A Share on issue at 5.00pm on the Record Date.
FMA
The New Zealand Financial Markets Authority.
FMCA
The New Zealand Financial Markets Conduct Act 2013.
Ineligible Institutional
Shareholder
A Shareholder (or a beneficial holder of shares), in each case as agreed by Asset
Plus and the Lead Manager, that is an Institutional Investor (or who, if in New
Zealand would, in the reasonable opinion of the Lead Manager, be likely to be an
Institutional Investor) who:
(a) is outside the jurisdictions noted in the definition of ‘Institutional Investor’; or
(b) is in the United States; or
(c) the Lead Manager and Asset Plus agree will be an Ineligible Institutional
Shareholder for the purposes of the Entitlement Offer.
Ineligible Retail Shareholder
A Shareholder who is not an Eligible Retail Shareholder or an
Institutional Shareholder.
Ineligible Shareholder
A Shareholder other than an Eligible Shareholder.
Institutional Entitlement Offer
The offer of New Shares to Eligible Institutional Shareholders.
Institutional Investor A person:
(a) in New Zealand, who Asset Plus and the Lead Manager considers is an
institutional, habitual, or sophisticated investor (including a “wholesale
investor” under the FMCA);
(b) in Australia, who Asset Plus and the Lead Manager considers is:
(i) one of the following:
(A) a “sophisticated investor” within the meaning of section 708(8) of
the Corporations Act; or
(B) a “professional investor” within the meaning of section 708(11) of
the Corporations Act; and
(ii) a “wholesale client” within the meaning of section 761G of the
Corporations Act;
(c) in Hong Kong, who Asset Plus and the Lead Manager considers is a
“professional investor” as defined under the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;
(d) in Singapore, who Asset Plus and the Lead Manager considers is an
“institutional investor” or an “accredited investor” (as such terms are
defined in the Securities and Futures Act, Chapter 289 of Singapore),
any other person to whom Asset Plus and the Lead Manager consider the
Entitlement Offer may be made without the need for a lodged prospectus or
other formality (other than a formality with which Asset Plus is willing to comply),
and, in each case, who is not acting for the account or benefit of a person in the
United States.
Institutional Settlement Date The date of settlement of New Shares under the Institutional Entitlement
Offer and the Bookbuild being 16 September 2020 on the NZX Main Board
(excluding the Deferred Shares).
Institutional Shareholder
An Eligible Institutional Shareholder or an Ineligible Institutional Shareholder.
Investor Presentation The presentation dated 10 September 2020 in relation to Asset Plus and
the Offer.
Lead Manager
Jarden Securities Limited.
Offer Document
20
Munroe Lane Development The development, construction and leasing of the Munroe Lane Property in
accordance with the Agreement to Develop and Lease as described in the
Investor Presentation and all other associated and related transactions,
actions and matters that are reasonably necessary to complete the
development, construction and leasing of the Munroe Lane Property in
accordance with the Agreement to Develop and Lease.
Munroe Lane Property
The property located at 6-8 Munroe Lane, Albany, Auckland (being Lots 3 and 4
Deposited Plan 435114 contained in records of title 531791 and 531792).
New Share
A fully paid ordinary share in Asset Plus offered under the Offer of the same
class as (and ranking equally in all respects with) Existing Shares at the time of
allotment of the New Shares.
NZ$ or NZ$
The lawful currency of New Zealand.
NZX
NZX Limited.
NZX Firm
An entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing Rules
The listing rules of the NZX Main Board, as amended from time to time and for so
long as Asset Plus is admitted to the official list of such exchange.
NZX Main Board
The main board equity securities market operated by NZX.
NZX WaiversThe class waivers and rulings issued by NZX Regulation dated 19 March 2020
and 26 March 2020, and the waivers issued by NZX Regulation in favour of
Asset Plus dated 10 September 2020.
Offer
The offer of New Shares pursuant to the Placement, the Bookbuild and the
Entitlement Offer.
Offer Document
This document.
PlacementThe underwritten placement of New Shares to Institutional Investors (including
Eligible Institutional Shareholders) announced by Asset Plus on 10 September
2020 to raise up to approximately NZ$12.1 million.
Pre-Committed AmountThe aggregate amount which Augusta and two other major shareholders,
have committed to take-up in the Offer, being approximately
NZ$25.38 million.
Record Date 14 September 2020.
Registrar
Link Market Services Limited.
Retail Settlement Date
The date of settlement of New Shares under the Retail Entitlement Offer and
the Deferred Shares, being 2 October 2020 on the NZX Main Board
Retail Entitlement Offer
The offer of New Shares to Eligible Retail Shareholders.
Salt FundsSalt Funds Management Limited
Share
One fully paid ordinary share in Asset Plus Limited.
Shareholder
A registered holder of Shares on issue.
Special Meeting
The special meeting of Shareholders to be held at 2:00pm on 29 September 2020:
(a) online at www.virtualmeeting.co.nz/APL20; and
(b) if Government restrictions allow, at the offices of Link Market Services
Limited, Level 11 Deloitte Centre, 80 Queen Street, Auckland.
Underwriter
Jarden Partners Limited.
Underwriting Agreement
The agreement entered into between Asset Plus, Jarden Securities Limited and
the Underwriter, a summary of the principal terms of which are set out in Part 4:
Details of the Entitlement Offer under the heading 'Underwriting Agreement'.
United States or U.S.
The United States of America.
U.S. Securities Act
The U.S. Securities Act of 1933, as amended.
Offer Document
21
Directory
Issuer
Asset Plus Limited
c/- Augusta Funds Management Limited
Level 2, Bayleys House
30 Gaunt Street, Wynyard Quarter
Auckland 1010
Phone +64 9 300 6161
www.assetplusnz.co.nz
Directors of Asset Plus Limited
Bruce Cotterill
Chairman and Non-Executive Independent Director
Carol Campbell
Non-Executive Independent Director
Allen Bollard
Non-Executive Independent Director
Paul Duffy
Non-Executive Director
John McBain
Non-Executive Director
Lead Manager and Underwriter
Jarden Securities Limited (as Lead Manager)
Jarden Partners Limited (as Underwriter)
Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
Legal Adviser
Bell Gully
Level 21, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
If you have any queries about your Entitlement, how to
complete the Entitlement and Acceptance Form or how
to apply online via the Entitlement Offer website, please
contact the Registrar at:
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street, PO Box 91976
Auckland 1142
New Zealand
Phone +64 9 375 5998
Fax +64 9 375 5990
www.linkmarketservices.co.nz
applications@linkmarketservices.co.nz
Offer Document
22
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Corporate Action Notice
(Other than for a Distribution)
26458343_Project Ernie - Corporate Action Notice - 9.9.20
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Asset Plus Limited
Class of Financial Product Ordinary shares in Asset Plus Limited
NZX ticker code APL
ISIN (If unknown, check on NZX website) NZNAPE0007S3
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
X
Call Bonus issue
Record date 14/9/2020
Ex-Date (one business day before the
Record Date)
11/9/2020
Currency NZD
Section 2: Rights issue
Number of Rights to be issued Approximately 160,317,260 entitlements (subject to
rounding)
Number of Financial Products to be issued
under the Rights issue
Approximately 160,317,260 Ordinary Shares (subject to
rounding)
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 1.01
Treatment of fractions Where fractions arise in the calculation of entitlements,
they will be rounded down to the nearest share.
Subscription price $0.30 per share.
Letters of entitlement mailed The Offer Document (and accompanying Acceptance
Form) will be sent to eligible retail shareholders on or about
Tuesday 15/09/2020.
Offer close Institutional component of the entitlement offer: 5pm (NZT)
on 10/09/20.
Retail component of the entitlement offer: 5pm (NZT) on
29/09/2020.
Quotation Date (if applicable) N/A
Allotment Date Institutional component of the entitlement offer: 16/9/2020
Retail component of the entitlement offer: 02/10/2020
Authority for this announcement
Name of person authorised to make this
announcement
Simon Woollams
Contact person for this announcement Simon Woollams
Contact phone number
+64 9 358 7937
2 of 2
Contact email address simon@augusta.co.nz
Date of release through MAP 10/09/2020
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.