PCT $250m Equity Raise to fund Wellington acquisitions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
NZX announcement – 18 June 2021
PCT $250 m Equity Raise to fund Wellington acquisitions
Precinct Properties New Zealand Limited (Precinct) (NZX: PCT) is pleased to announce a $250
million equity raise to fund the acquisition of two Wellington office buildings through an
underwritten $220 million Placement (Placement) and a non-underwritten Retail Offer of up
to $30 million with the ability to accept oversubscriptions at Precinct’s discretion (Retail Offer)
(together, the Equity Raise).
The proceeds from the Equity Raise will be used to fund the acquisition of two Wellington office
assets, Bowen House and the Freyberg Building, and reduce Precinct’s gearing providing
additional funding capacity to assist with future development opportunities. Following the two
Wellington acquisitions and the recently announced draft full year revaluation gain of $284
million, FY21 year-end gearing is expected to be around 29%.
Scott Pritchard, Precinct’s CEO, said “Precinct raising $250 million of equity will fund the
acquisition and redevelopment of Bowen House in Wellington. We are also undertaking due
diligence on the Freyberg Building in Wellington and expect to complete the acquisition
imminently. The Wellington market continues to show strong demand for prime grade office,
underpinned by an increase in the public sector workforce. We are seeing solid rental growth
and very low levels of prime vacancy. We believe Precinct is well positioned to leverage its
Wellington office accommodation offering, as demonstrated by the successful pre-leasing of
40 & 44 Bowen Street from both the corporate and public sector.”
Today, Precinct has also announced that the Board expects dividend guidance for the 2022
financial year of 6.70 cps. This represents 3.1% year-on-year growth in dividends to
shareholders.
Details of the Wellington acquisitions:
Precinct has entered into an agreement to acquire Bowen House in Wellington. This high
profile office building is situated in the heart of the government precinct at the northern fringe
of the CBD and is in close proximity to several of Precinct’s existing assets. The 14,000 square
metre tower comprises 23 levels of office space, ground floor retail tenancies, an entry lobby
to the Beehive via a subterranean link, and carparking.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Precinct will pay $92 million and undertake a comprehensive redevelopment of the building
at an estimated cost of around $57 million. The redevelopment will include seismic
strengthening (to 100% NBS) and refurbishment works. On completion of works in mid 2023,
Bowen House will be fully occupied by The Parliamentary Services on a new 15-year net lease.
The acquisition is expected to yield 5.25% on completion of the works and is expected to settle
in July 2021.
Commercial terms have also been agreed for the acquisition of the Freyberg Building in
Wellington. This is a strategic redevelopment opportunity located in the Government precinct
and remains conditional at this stage on Precinct due diligence. On completion of the
acquisition, Precinct anticipates progressing with design for the redevelopment while
benefiting from holding income.
Details of the Equity Raise:
The $250 million Equity Raise comprises an underwritten Placement of approximately $220
million and a non-underwritten Retail Offer of up to $30 million (with the ability to accept
oversubscriptions at Precinct’s discretion).
The $220 million Placement is underwritten (excluding Haumi’s pre-commitment noted below)
and will be conducted today through a bookbuild in which institutional and other select
investors in New Zealand, Australia and other jurisdictions will be invited to participate. The
Placement has been underwritten at a floor price of $1.51 per new share, being a 5.0%
discount to the last close price of $1.59 on 17 June 2021. Settlement and allotment of new
shares issued under the Placement will take place on 24 June 2021. A trading halt has been
granted by NZX to facilitate the Placement.
Precinct also intends to undertake a non-underwritten Retail Offer of up to $30 million to allow
eligible shareholders with a registered address in New Zealand to apply for up to $50,000 of
new shares. New shares will be offered under the Retail Offer at the lower of the price paid
by investors in the Placement, and the volume weighted average price of Precinct’s shares
traded on NZX during the five trading days up to, and including, the Retail Offer closing date.
The closing date for Retail Offer applications by eligible shareholders is 2 July 2021.
If the Retail Offer is oversubscribed, applications will be scaled having regard to shareholdings
at 5.00pm (NZT) on the record date of 17 June 2021 and otherwise at Precinct’s discretion.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
The Retail Offer has been designed so that most eligible shareholders will have the ability to
preserve their current relative shareholding if they choose to participate. Settlement and
allotment of new shares issued under the Retail Offer will take place on 8 July 2021.
Haumi Company Limited (acting in its capacity as the general partner of Haumi (NZ) Limited
Partnership, Precinct’s largest shareholder) has made a bid into the Placement with a target
of maintaining a shareholding of approximately 15% (following assumed conversion of the
PCTHA convertible notes).
Further details regarding the Retail Offer can be found at www.shareoffer.co.nz/precinct
.
New shares to be issued under both the Placement and the Retail Offer will rank equally in all
respects with Precinct’s existing ordinary shares on issue.
Equity Raise key dates:
Retail Offer Record Date 5:00pm (NZT) on 17 June 2021
Announcement of Equity Raise and Placement
bookbuild while Precinct is in Trading halt
18 June 2021
Retail Offer Opening Date 22 June 2021
Settlement and allotment of new shares issued under
the Placement
24 June 2021
Retail Offer Closing Date 5:00pm (NZT) on 2 July 2021
Settlement and allotment of new shares issued under
the Retail Offer
8 July 2021
Dividend (fourth Quarter) Payment Date 24 September 2021
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Additional information:
Additional information regarding the Equity Raise is contained in the investor presentation
accompanying this announcement.
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.
Ends
For further information, please contact:
Scott Pritchard
Chief Executive Officer
Mobile: +64 21 431 581
Email: scott.pritchard@precinct.co.nz
George Crawford
Deputy Chief Executive Officer
Mobile: +64 21 384 014
Email: george.crawford@precinct.co.nz
Richard Hilder
Chief Financial Officer
Mobile: +64 29 969 4770
Email: richard.hilder@precinct.co.nz
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
About Precinct (PCT)
Precinct is New Zealand’s only listed city centre specialist investing predominantly in premium
and A-grade commercial office property. Listed on the NZX Main Board, PCT currently owns
Auckland’s HSBC Tower, AMP Centre, Jarden House, One Queen Street, 204 Quay Street,
Mason Bros. Building, 12 Madden Street, 10 Madden Street, PwC Tower and Commercial Bay
Retail; and Wellington’s AON Centre, NTT Tower, Central on Midland Park, No. 1 and No. 3
The Terrace, Mayfair House, Charles Fergusson Building and Defence House.
Precinct owns Generator NZ, New Zealand’s premier flexible office space provider.
Generator currently offers 13,600 square metres of space across four locations in Auckland.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement does not constitute an offer of securities in any place outside New
Zealand. In particular, this announcement does not constitute an offer to sell, or a solicitation
of an offer to buy, any shares in the United States or in any jurisdiction in which such an offer
would be illegal. The offer and sale of the shares referred to in this announcement have not
been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of
any state or other jurisdiction of the United States and accordingly, such shares may not be
offered, sold or otherwise transferred, directly or indirectly, in the United States or to any
person 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).
You must not send copies of this announcement or any other material relating to the Retail
Offer to any person in the United States or elsewhere outside New Zealand.
Future performance: This announcement 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 within the meaning of securities laws of applicable
jurisdictions and include, but are not limited to, forecast EBITDA, operating cashflow, future effective tax rates, the company’s
development program, distribution guidance, estimated asset life, the outcome and effects of the Offer and the use of proceeds
and property market forecasts/trends, and any statements referencing or relating to the Covid-19 pandemic. The forward-looking
statements contained in this announcement 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 Precinct, 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, including the risk factors set
out in this presentation. Investors should consider the forward-looking statements contained in this announcement in light of those
disclosures. The forward-looking statements are based on information available to Precinct as at the date of this announcement.
Except as required by law or regulation (including the NZX Listing Rules), Precinct undertakes no obligation to provide any
additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and
guidance on, future earnings or financial position or performance are also forward-looking statements.
---
PRECINCT PROPERTIES, 2021 EQUITY RAISE Slide1
Equity Raising
Placement and
retail offer
18 June 2021
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Placement and retail offer -June 2021 Slide2
Not for distribution or release in the United States
Disclaimer
This presentation has been prepared by Precinct Properties New Zealand Limited (Precinct).
This presentation has been prepared in relation to the offer of new shares in Precinct (NewShares) by way of a:
•Placement to selected institutional investors (Placement); and
•Retail offer to Precinct’s existing shareholders with an address in New Zealand (Retail Offer),
under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (together, the Offer).
Information: This presentation contains summary information about Precinct and its activities which is current as
at the date of this presentation. 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 Precinct or that would be required in a product disclosure statement for the purposes of
the Financial Markets Conduct Act 2013. The historical information in this presentation is, or is based upon,
information that has been released to NZX Limited (NZX). This presentation should be read in conjunction with
Precinct's other periodic and continuous disclosure announcements, which are available at www.nzx.com.
NZX: The New Shares will be quoted on the NZX Main Board upon completion of allotment procedures. The NZX
Main Board is a licensed market operated by NZX, a licensed market operator, under the Financial Markets
Conduct Act 2013. However, NZX accepts no responsibility for any statement in this presentation.
Not financial product advice: This presentation is for information purposes only and is not financial or investment
advice or a recommendation to acquire Precinct securities, and has been prepared without taking into
account the objectives, financial situation or needs of individuals. Before making an investment decision,
prospective investors should consider the appropriateness of the information having regard to their own
objectives, financial situation and needs and consult a broker, or solicitor, accountant or other professional
adviser if necessary.
Past performance: Past performance information included in this presentation is given for illustrative purposes
only and should not be relied upon as it is not an indication of future performance.
Placement and retail offer -June 2021 Slide3
Not for distribution or release in the United States
Disclaimer
Future performance: This presentation includes forward-looking statements. Forward-looking statements can generally be
identified by the use of forward-looking words such as “expect”, “forecast”, “estimate”, “like”, “anticipate”, “project”, “opinion”,
"outlook","guidance", “should”, “could”, “may”, “target”, "believe", "intend", "plan" and other similar expressions within the
meaning of securities laws of applicable jurisdictions. Forward-looking statements include statements about Precinct’s plans,
business objectives and growth strategies, statements about Precinct’s development program, statements about the acquisitions
of Bowen House and Freyberg Building and Precinct’s expected development of those properties, statements the property
market in Wellington and statements about the outcome and effects of the Placement and the Retail Offer and the use of
proceeds. Indications of, and guidance on, future earnings and financial position, dividends and performance, are also forward-
looking statements. The forward-looking statements contained in this presentation 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 Precinct, 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, including the risk factors set out in this presentation. Investors should consider the forward-looking statements
contained in this presentation in light of those disclosures. The forward-looking statements are based on information available to
Precinct as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), Precinct
undertakes no obligation to provide any additional or updated information whether as a result of new information, future events
or results or otherwise. Indications of, and guidance on, future earnings or financial position or performance are also forward-
looking statements.
Investment risk: An investment in securities in Precinct is subject to investment and other known and unknown risks, some of which
are beyond the control of Precinct. Precinct does not guarantee any particular rate of return or the performance of Precinct.
Not an offer: This presentation is not a product disclosure statement or other offering document under New Zealand law (and will
not be lodged with the Registrar of Financial Service Providers) or any other law. 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 purchaseNew
Shares in the Retail Offer must be made on the basis of the information to be contained in a separate offer document to be
prepared and issued to eligible retail shareholders. The retail offer booklet for the Retail Offer will be available to eligible retail
shareholders in New Zealand following its lodgement with NZX. Any eligible retail shareholder who wishes to participate in the
Retail Offer should consider the Retail Offer booklet in deciding to apply under that Offer. Anyone who wishes to apply for New
Shares under the Retail Offer will need to apply in accordance with the instructions contained in the retail offer booklet 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 may not be released or distributed in the United States. This presentation does not constitute anoffer to
sell, or a solicitation of an offer to buy, any securities in the United States. The New Shares have not been and will not be
registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the
United States. Accordingly, the New Shares to be offered and sold in the Placement may not be offered or sold, directly or
indirectly, in the United States, unless they have been registered under the U.S. Securities Act, or are offered and sold in a
transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicablestate
securities laws. The New Shares to be offered and sold in the Retail Offer may only be offered and sold outside the United States
to eligible retail shareholders that are not acting for the account or benefit of persons in the United States in reliance on
Regulation S under the U.S. Securities Act.
Placement and retail offer -June 2021 Slide4
Not for distribution or release in the United States
Disclaimer
Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated.
Disclaimer: None of the underwriter, nor any of its or Precinct's respective advisers or any of their respective affiliates,
related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the
issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of
them makes or purports to make any statement in this presentation and there is no statement in this presentation which is
based on any statement by any of them. For the avoidance of doubt, the underwriter and their respective advisers,
affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to
make any statement in this presentation and there is no statement in this presentation which is based on any statement by
any of them. To the maximum extent permitted by law, Precinct, the underwriter and their respective advisers, affiliates,
related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, for any
expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this
presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To the
maximum extent permitted by law, Precinct, the underwriter and their respective advisers, affiliates, related bodies
corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to
the currency, accuracy, reliability or completeness of information in this presentation and, with regards to each underwriter,
their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no
responsibility for any part of this presentation or the Offer. The underwriter and its respective advisers, affiliates, related
bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your
related parties should participate in the Offer nor do they make any representations or warranties to you concerning the
Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriter,
or any of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the
Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this
presentation are made only as the date of this presentation. The information in this presentation remains subject to change
without notice. Precinct reserves the right to withdraw the Offer or vary the timetable for the Offer without notice.
Placement and retail offer -June 2021 Slide5
Not for distribution or release in the United States
Disclaimer
International selling restrictions
This presentation does not constitute an offer of New Shares of Precinct in any jurisdiction in which it would be unlawful. In
particular, 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 document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities
can be made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or
708(11) (professional investors) of the Australian Corporations Act 2001 (the “Corporations Act”). This document is not a
prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and
is not required to, and does not, contain all the information which would be required in a "disclosure document" under
Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments
Commission or the Australian Securities Exchange and the issuer is not subject to the continuous disclosure requirements that
apply in Australia.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product
advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be aware that the offer of New
Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require
disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been 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 document or to permit the distribution of this
document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be
offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that
ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the
possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong
or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstancesthat
amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain
independent professional advice.
Placement and retail offer -June 2021 Slide6
Not for distribution or release in the United States
Disclaimer
Japan
The New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and
Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration
requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in
accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New
Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other
than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Shares may not resell them to any
person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional
upon the execution of an agreement to that effect.
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a
prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or
materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued,
circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions
in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise
pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s 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 aforementioned categories, please return this document
immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are
on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised
to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian
Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public
in Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Shares may not be offered or sold, directly or indirectly, in Norway except to "qualified investors" (as defined in the
Prospectus Regulation 2017/1129 Article 2(e), cf. the Norwegian Securities Trading Act of 29 June 2007 no. 75 Section 7-1
and including non-professional clients having met the criteria for being deemed to be professional and for which an
investment firm has waived the protection as non-professional in accordance with the procedures in this regulation).
Placement and retail offer -June 2021 Slide7
Not for distribution or release in the United States
Disclaimer
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial
Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and
Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in
the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document,
any accompanying letter or any other document, except in circumstances which do not require the publication of a
prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in
whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in
connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will
only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of
the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional
experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services
and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may
otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are
available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on this document or any of its contents.
United Arab Emirates
Neither this document nor the New Shares have been approved or passed on in any way by the Emirates Securities and
Commodities Authority ("ESCA") or any other governmental authority in the United Arab Emirates. The Company has not
received authorisation from the ESCA or any other governmental authority to market or sell the New Shares within the
United Arab Emirates. This document does not constitute, and may not be used for the purpose of, an offer of securities in
the United Arab Emirates (excluding the Dubai International Financial Centre and the Abu-Dhabi Global Market). No
services relating to the New Shares, including the receipt of applications, may be rendered within the United Arab Emirates
(excluding the Dubai International Financial Centre and the Abu-Dhabi Global Market).
In the Abu Dhabi Global Market and the Dubai International Financial Centre, the New Shares may be offered, and this
document may be distributed, only as an "Exempt Offer", as defined and in compliance with the Markets Rules issued by
the Abu Dhabi Financial Services Regulatory Authority and the Dubai Financial Services Authority, respectively. Neither this
document nor the New Shares have been approved or passed on in any way by either of these regulatory authorities.
Placement and retail offer -June 2021 Slide8
Not for distribution or release in the United States
The Offer
$250 million Placement
& Retail Offer
$141 million of
Wellington acquisitions
Development
opportunity
Capital management
initiative
Placement and retail offer -June 2021 Slide9
Not for distribution or release in the United States
Transaction rationale
1.Strategic Wellington acquisitions:
•Bowen House and Freyberg Building strategically located in the heart of government
precinct
•Opportunity to invest into a strong Wellington office market with solid corporate and
government demand for well located 100% NBS buildings
•Acquisition of Bowen House aggregates ownership with adjoining 1 The Terrace and wider
government precinct
2.Development opportunities:
•Bowen House refurbishment and consented seismic strengthening to 100% NBS, benefits
from having a new 15 year net lease in place on completion of works
•Freyberg Building presents a long term redevelopment opportunity utilising existing
structure, similar to Precinct’s Charles Fergusson Building (Bowen Stage 1 development)
•Benefits from short term holding income
•Leveraging Precinct’s existing development expertise and government relationships
3.Capital management:
•$250 million equity used to fund the acquisitions and redevelopment of Bowen House
•Following the equity raise, and including the FY21 preliminary revaluation gain of $284
million announced on 10 June, year end gearing is expected to be approximately 29%
•Committed gearing of ~34% (post transaction) not expected to be reached for 2.5 years
•Intention remains to convert the PCTHA convertible notes
•Development pipeline funding options will be continually assessed as required and will likely
include asset recycling
Placement and retail offer -June 2021 Slide10
Not for distribution or release in the United States
Portfolio WALT and Occupancy
Business and strategy overview
•Concentrated ownership of premium grade real estate
•High quality occupiers supported by world class client service
•Development capability and track record of providing access to premium grade real
estate with enhanced returns
•Provision of amenity and services such as flex space and hospitality functions
50%
60%
70%
80%
90%
100%
0.00
2.00
4.00
6.00
8.00
10.00
1314151617181920
Occupancy
WALT
Financial Year End
Occupancy
WALT
5 yrs
10 yrs
15 yrs
20 yrs
25 yrs
20132014201520162017201820192020
Asset age
Financial Year End
Weighted average portfolio age
Green office assets by Portfolio Value*
Precinctisaspecialistcitycentrerealestateinvestmentcompanywhichfocusesonhigh
quality,strategicallylocatedcitycentrerealestate
64%
36%
Green AssetsNon-Green
*As at 31 March 2021, green assets defined as per sustainable
debt framework including committed projects and targeted
ratings (based on total project cost). Framework found here:
https://www.precinct.co.nz/investors/bondholder-and-
noteholder-information
Placement and retail offer -June 2021 Slide11
Not for distribution or release in the United States
Business update
•The return to city centres is advancing
well with high levels of office utilisation,
increased foot traffic and retail sales
increasing week on week since March
•Premium portfolio remains resilient through
the COVID pandemic
•Precinct continues to experience strong
occupier demand with significant leasing
success since March 2020
•Recently committed to One Queen Street
redevelopment in late May 2021
•Business remains focused on identifying
value add opportunities with a
preference for concentrated, strategic,
city centre real estate
69%
Investment portfolio weighting
to Auckland
$3.3bn
Size of portfolio
$1.50
1
Proforma net asset value (NAV)
+37,000sqm
Leasing since the start of COVID
(31 March 2020)
73%
Pre-leased on committed
developments
Above metrics are as at 30 June 2021 draft valuations, including
committed developments and excluding Bowen House and
Freyberg building
Note 1 Based on the unaudited NAV at 31 March 2021 of $1.40, plus
the preliminary second half revaluation gain of $135.5 million
announced on 10 June 2021
Placement and retail offer -June 2021 Slide12
Not for distribution or release in the United States
Developments in progress
Note
1
•Developments currently underway:
•40 & 44 Bowen Street, Wellington
•One Queen Street, Auckland
•30 Waring Taylor, Wellington
•Total NLA of 50,700m
2
under development
•73% pre-committed to date with a 14.7 year WALT
Current commitments
23%
Forecast blended ROC
6.3%
Forecast blended YOC
Construction of 40 & 44 Bowen StreetOne Queen Street render
Note 1 Slide includes committed developments only and excludes Bowen House & Freyberg Building
Placement and retail offer -June 2021 Slide13
Not for distribution or release in the United States
Development track record
Delivering growth
Commercial BayBowen Campus
10 Madden Street
•$1.5 billion of developments
•Yield on cost of 6.7%
•Generating 28% return on cost
•Completed assets have
generated further revaluation
growth since practical
completion
•44% pre leased and 99%
leased on completion
ProjectCityCompletion
% pre
leased
Leased
at PC
Total
project cost
Value on
completion
Return on
cost (PC)
12 Madden StreetAKL2016/1770% 100% $91 m $107 m 18%
Bowen Campus
Stage 1
WLG2018/1987% 100% $208 m $251 m 21%
Commercial BayAKL202033% 99% $763 m $1,005 m 31%
10 Madden StreetAKL20210% 100%$75 m $90 m 20%
Total44% 99% $1,138 m $1,453 m 28%
Transaction
overview
Placement and retail offer -June 2021 Slide15
Not for distribution or release in the United States
0%
10%
20%
30%
40%
50%
60%
Vacant22232425262728293031>31
% of NLA
Financial Year
0%
1%
2%
3%
4%
5%
20202021202220232024
CBREJLLColliersLong-term Average
Wellington market
•Prime vacancy rates continue to remain
below long term average (2.1%)
•Occupier market remains strong;
•Growth in public sector workforce,
•Minimum NABERSNZ standards for crown agencies,
•Seismic awareness and demand for resilience
•Undersupply attributable to stock withdrawal due to
seismic obsolescence
•Demand illustrated by the recent Waka
Kotahi (NZTA) leasing success at Bowen
Campus (8,660m
2
)
•As a result the market is experiencing;
•Rental growth,
•Material firming of prime yields, and
•A more established two tier market (prime vs rest)
Forecast prime vacancy
Source: CBRE, Colliers International, JLL
Precinct Wellington lease expiry profile¹
Source: Precinct Properties
+27%
Increase in Wellington public service FTEs
(2017 to 2020)
Sourced from NZ public service commission database
+84,000m
2
Implied increase in demand from change
in Govt. FTEs (15.2m
2
per FTE)
Sourced from NZ public service commission database
1%
Prime vacancy (Source: Colliers REP Database)
Note 1 Excludes Bowen House, Freyberg building, and committed
developments
Placement and retail offer -June 2021 Slide16
Not for distribution or release in the United States
Bowen House
1 Bowen Street
•Unconditional agreement in
place to acquire Bowen House,
with settlement expected to
occur in July 2021
•Bowen House is a landmark, 23-
level office building located on
the corner of Bowen Street &
Lambton Quay, opposite the
Government precinct.
•Transaction is subject to a
development agreement with The
Crown for a new 15-year net lease
•Scope of works includes seismic
upgrade works to 100% NBS and
on-floor refurbishments with
completion expected mid 2023
Key metrics
Purchase price$92 m
Incremental spend$57 m
Value on completion*$164 m
Return on cost (ROC)*10%
Net income*$7.8 m p.a.
Yield on cost (YOC)*5.25%
Net lettable area14,000 m
2
Office occupancy100%
Key occupier(s)The Parliamentary Services
* Metrics outlined above are expected on an as-if complete basis
Placement and retail offer -June 2021 Slide17
Not for distribution or release in the United States
Freyberg Building
20 Aitken Street
•Conditional agreement in place
to acquire Freyberg Building
subject to completing due
diligence
•Freyberg Building is a 14-level
office building located on the
eastern fringe of the Government
precinct, adjacent to the
proposed new National Archives
building
•Currently used as decant space
for Government with holding
income pending redevelopment
•Opportunity to redevelop the
asset with a design similar to
Charles Fergusson Building,
recently completed by Precinct in
2018/19 and fully occupied by MPI
Key metrics
Purchase price$49m (under contract)
Holding yield~4-5%
Target development
yield on cost
~5.5%+
Target return on cost15%+
Net lettable area14,800 m
2
Placement and retail offer -June 2021 Slide18
Not for distribution or release in the United States
Transactions impact -Development
•Committed development
pipeline increased to $800
million in total value
•Providing forecasted blended
returns of:
•20.5% ROC
•6.1% YOC
•Significantly de-risked with pre-
leasing of 79% achieved
•Development activity continues
to support AFFO growth
•Development spend remaining
of $380 million
•Committed gearing of ~34%
(post transaction) not expected
to be reached for 2.5 years
Committed
Projects
Total project
cost
YOC~ROC
Completion
(CY)
40 & 44 Bowen $195 m6.5%30%Q2 2023
Bowen House $149 m5.25%10%Q3 2023
1 Queen Street $304 m6.2%19%Q4 2023
30 Waring Taylor $27 m7.5%23%Q4 2021
Total$675 m6.1%20.5%
20.5%
Forecast blended
ROC
79%
Pre-let
$800m
Total value
6.1%
Forecast blended
YOC
Placement and retail offer -June 2021 Slide19
Not for distribution or release in the United States
Transactions impact -Portfolio
Pre
transaction
1
Post
transactions
2
Change
Weighted average lease term
8.5 years9.1 years+0.6 years
Occupancy
98%98%0%
% of office revenue from Government
28%33%+5%
Portfolio weighting to Auckland
69%65%(4%)
Total Assets
$3.7bn$3.9bn+$0.2m
Note 1 Assumes completion of committed developments
Note 2 Excludes redevelopment opportunity at Freyberg building
33%
11%
32%
7%
17%
Office Revenue by Industry (post transaction)
Government (Local and
Central)
Legal
Financial Services,
Banking, and Insurance
Information Technology
Other
Outlook
Placement and retail offer -June 2021 Slide21
Not for distribution or release in the United States
Portfolio earnings certainty
Precinct’s well located buildings,
high occupancy, quality client
base, and long WALT gives
confidence in our earnings outlook
•Portfolio benefits from under-renting
•Long WALT and limited lease expiry
•33%
1
of gross office rental income
from government organisations with
a WALT of 13.4 years
1
•62% of the portfolio by gross rental
benefits from fixed growth (average
of 3.0% p.a)
2
•9% of the portfolio has rent reviews
linked to inflation providing earnings
growth
2
•Committed developments 79%
1
pre-
leased
Office lease expiry profile
2
9.1 years
Weighted average
lease term
1
6%
Under rented
2
Note 1 Includes Bowen House & completion of committed developments, excludes redevelopment opportunity at Freyberg building
Note 2 Excludes Bowen House & Freyberg Building and committed developments
0%
10%
20%
30%
40%
50%
60%
Vacant2223242526272829>29
% of Income
Financial Year
AucklandWellington
Placement and retail offer -June 2021 Slide22
Not for distribution or release in the United States
Business outlook
6.70 cps
3.1% growth
Forecast FY22
dividend
guidance
AFFO and Dividend
•Portfolio benefitting from high quality
occupiers
•Strong pipeline of internal and external
opportunities
•By 2024 $2.5 billion of Precinct’s portfolio
is expected to be premium grade, new
real estate¹
•Forecast FY22 dividend guidance of 6.7
cents per share
AFFO and dividend expected to grow due
to:
•Portfolio benefiting from structured
reviews
•98% occupied and 9.1 year WALT
•Development activities will drive growth
in quality and AFFO with average yield
of ~6.1% (including Bowen House)
•High quality modern portfolio reducing
recurring capex requirement
Note 1 Includes Bowen House, Freyberg Building, and committed
developments on an as-if complete basis.
4.00 cps
4.50 cps
5.00 cps
5.50 cps
6.00 cps
6.50 cps
7.00 cps
2016201720182019202020212022F
Adjusted funds from operationsDividend (cps)
Proposed
equity raise
Placement and retail offer -June 2021 Slide24
Not for distribution or release in the United States
Equity raise overview
Purpose
•Targeting $250 million of equity via a Placement and Retail Offer
•Proceeds will be used to acquire the two Wellington opportunities, fund the
Bowen House re-development and reduce gearing providing additional
funding capacity to assist with future development opportunities
•New shares to be offered under the Placement with an underwritten floor price
of $1.51 per share
•The offer structure is designed to achieve the objective of providing nearly all
existing shareholders (unless restricted due to legal constraints) with the
opportunity to subscribe for at least their pro rata portion of the Equity Raise
(through either the Placement or Retail Offer)
•HaumiCompany Limited (acting in its capacity as the general partner of
Haumi(NZ) Limited Partnership, Precinct’s largest shareholder) has made a bid
into the Placement with a target of maintaining a shareholding of
approximately 15% (following assumed conversion of the PCTHA convertible
notes)
•Dividend guidance for FY22 at 6.70 cents per share
Placement and retail offer -June 2021 Slide25
Not for distribution or release in the United States
Equity raise offer summary
Offer components
•Placement to eligible investors
•Retail Offer open to all shareholders with a registered address in New Zealand under
which each shareholder can apply for up to $50,000 of New Shares
Gross proceeds
Targeting $250 million comprising:
•$220 million underwritten Placement
•$30 million non-underwritten Retail Offer (with the ability to accept oversubscriptions
at Precinct’s discretion)
Issue price
•New Shares to be offered under the Placement at a price to be determined via a
bookbuild process today subject to an underwritten floor price of $1.51 per share
•The underwritten floor price represents a discount of
•5.0% to the last close ($1.59)
•5.7% to the 5 day volume weighted average price (VWAP) ($1.6009)
•New Shares will be offered under the Retail Offer at the lower of the Placement
clearing price or the 5 day VWAP up to, and including the closing date of the Retail
Offer
RankingEqually with existing shares
UnderwritingThe Placement is underwritten (excluding Haumi’spre-commitment)
Placement and retail offer -June 2021 Slide26
Not for distribution or release in the United States
Equity raise timetable
PlacementDate
Trading halt commences and Placement bookbuild opens18 June
Trading halt lifted21 June
Settlement and allotment of Placement shares and commencement of trading of
New Shares on NZX
24 June
Retail Offer
Record date (5.00pm NZ time)17 June
Expected release of the Offer Document on NZX and mail out of Letters of Entitlement22 June
Retail Offer opens22 June
Retail Offer closes (5.00pm NZ time)2 July
Settlement and allotment of Retail Offer shares and commencement of trading of
New Shares on NZX
8 July
Further details regarding the Retail Offer will be available from 22 June at
www.shareoffer.co.nz/precinct
---
Corporate Action Notice
(Other than for a Distribution)
100481537/8623360.2
Section 1: issuer information
Name of issuer Precinct Properties New Zealand Limited
Class of Financial Product Ordinary shares
NZX ticker code PCT
ISIN (If unknown, check on NZX
website)
NZAPTE0001S3
Name of Registry Computershare
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date Close of trading on: 5pm 17 June 2021
Ex-Date (one business day before the
Record Date)
Not applicable
Currency NZD
Section 6: Share purchase plans
Number of financial products to be
issued
OR
Maximum dollar amount of Financial
Products to be issued
Up to NZ$50,000 per shareholder / beneficial owner
(comprising a share purchase plan component of
NZ$15,000 with provision to apply for up to a further
NZ$35,000) with an address in New Zealand, for an
aggregate offer size of $30m with provision for
Precinct at its discretion to accept oversubscriptions.
Any scaling will be applied by reference to holdings of
existing shares at the Record date.
Minimum application amount (if any) $500
Subscription Price $1.51
Scaling reference date By reference to holdings at Record Date.
Closing Date 2 July 2021
Allotment Date 8 July 2021
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Richard Hilder
Contact person for this announcement Richard Hilder
Contact phone number +64 29 969 4770
Contact email address Richard.Hilder@precinct.co.nz
Date of release through MAP 18 June 2021
---
Precinct Properties New Zealand Limited Head Office Wellington Office
E hello@precinct.co.nz Level 12, 188 Quay Street, Auckland 1010 T 0800 400 599 Level 19, 157 Lambton Quay, Wellington T 0800 400 599
W www.precinct.co.nz PO Box 5140, Auckland 1141, New Zealand F +64 9 927 1655 PO Box 2, Wellington 6140, New Zealand F +64 4 494 2267
18 June 2021
NZX Limited
Level 1, NZX Centre
11 Cable Street
WELLINGTON
NOTICE UNDER CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS
2014
1. Precinct Properties New Zealand Limited ("Precinct") intends to undertake an offer of new
ordinary shares in Precinct by way of:
1.1. a fully underwritten placement to selected investors to raise approximately $220 million; and
1.2. a retail share offer to Precinct’s existing shareholders with an address in New Zealand to
raise up to $30 million (with the ability for Precinct to accept oversubscriptions at its
discretion).
(together, the “Offer”).
2. Pursuant to the Offer, an offer for issue is being made to investors in reliance upon the exclusion
in clause 19 of schedule 1 to the Financial Markets Conduct Act 2013.
3. This notice is provided under subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct
Regulations 2014 ("Regulations").
4. As at the date of this notice:
4.1. Precinct is in compliance with the continuous disclosure obligations that apply to it in
relation to ordinary shares in Precinct;
4.2. Precinct is in compliance with its financial reporting obligations (as defined in subclause
20(5) of schedule 8 to the Regulations); and
4.3. there is no information that is "excluded information" as defined in subclause 20(5) of
schedule 8 to the Regulations.
5. The Offer is not expected to have any effect on the "control” (within the meaning of clause 48 of
schedule 1 to the Financial Markets Conduct Act 2013) of Precinct.
On behalf of
Precinct Properties New Zealand Limited
Scott Pritchard
Chief Executive Officer
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.