Office Fund Established and Conditional Acquisition
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Stride Property Group Office fund demerger and IPO
0
Stride Property Group
Office fund demerger and IPO
September 2021
Stride Property Group Office fund demerger and IPO
1
Important Notice
Information only: This Presentation has been prepared solely by Stride Property Limited (SPL) and Stride Investment Management Limited (SIML, and together with SPL,
Stride) and is being provided to you solely for information purposes to provide a general overview of Stride and its operations andthe potential demerger by SPL, and initial
public offer (IPO)by, Fabric Property Limited (Fabric). Distribution of this Presentation may be restricted or prohibited by law.
No reliance: You should not rely on this Presentation. The information in this Presentation does not constitute a personal recommendation or service or take into account the
particular needs of any recipient. The information and opinions contained in this Presentation are provided as at the date ofthis Presentation, should be considered in the
context of the circumstances prevailing at such time and are subject to change without notice. No person is under any obligation to update this Presentation nor to provide
you with further information about Stride or its subsidiaries. No information set out in this Presentation will form the basis of any contract.
No Offer: This Presentation is not a product disclosure statement, prospectus or other offering document and is for information and reference only. This Presentation does
not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any shares, securities or financial products in any jurisdiction. This Presentation has not been
and will not be filed with or approved by any regulatory authority in New Zealand or any other jurisdiction. No money is currently being sought in respect of the IPO by Fabric.
The shares to be offered under the IPO by Fabric cannot currently be applied for or acquired. If the IPO is made by Fabric, it will be made in accordance with the Financial
Markets Conduct Act 2013. Fabric intends to lodge a Product Disclosure Statement (PDS) with the Registrar of Financial Services Providers in New Zealand (Registrar) and
make available further information on the register of offers of financial products administered by the Registrar (Register Entry) (the PDS and the Register Entry, together the
Offer Materials) in respect of the IPO. The Offer Materials will be made available at www.business.govt.nz/discloseunder Fabric's offer number (OFR13166). The Offer
Materials will contain details of the IPO and should be read before any investment decision is made. Investors should not subscribe for any shares under the IPO except on
the basis of information in the Offer Materials. You should consult your financial and other advisors before making any investment in Fabric.
No liability: None of SPL, SIML, Fabric nor their shareholders and affiliates, including, in each case, their respective directors, officers, employees, advisers, agents and
representatives accept any responsibility or liability for, and make no representation, warranty or undertaking, express or implied, as to, the fairness, accuracy, reliability or
completeness of, and to the maximum extent permitted by law hereby disclaim and shall have no liability whatsoever (including, without limitation, arising from fault or
negligence or otherwise) for any loss or liability arising from, this Presentation or any information contained, referred to or reflected in it or supplied or communicated orally or
in writing to you or any other person. The information in this Presentation has not been independently verified or audited.
Past performance: Any past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not), a
promise, representation, warranty or guarantee as to the past, present or the future performance of Stride.
Future performance: This Presentation contains "forward-looking statements", which include all statements other than statements of historical facts.Such forward-looking
statements involve known and unknown risks, uncertainties and other important factors beyond the control of Stride that couldcause the actual results, performance or
achievements of Stride to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. No assurances
can be given that the forward-looking statements referred to in this Presentation will be realised. A number of factors could cause actual results or performance to vary
materially from any projections. Given these uncertainties, you are strongly cautioned not to rely on such forward-looking statements, particularly in light of the current
economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.
Acceptance: By attending or reading this Presentation, you agree to be bound by the foregoing limitations and restrictions
For the purposes of this Important Notice, Presentationshall mean and include this document, the oral presentation of this document by Stride, 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.
Stride Property Group Office fund demerger and IPO
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Key offer metrics
•Demerger: Fabric holds an initial portfolio of ten office properties valued at
$713.9m. Fabric will be demerged from SPL and listed as a standalone vehicle on
the NZX following the IPO
•Cornerstone stake: SPL will retain a cornerstone holding of between 24.6% -
32.2% in Fabric following a successful demerger and listing
•In-specie distribution:Existing Stride shareholders will receive shares in Fabric
on a 1:4 basis for no consideration as part of the demerger
•Purpose:Fabric intends to raise $250m -$290m under the IPO to fund the
acquisition of 110 Carlton Gore Road, Newmarket for $217.5m and repay part of
the loan by SPL used to fund the acquisition of the initial portfolio
•Dividend:Stride confirms a combined cash dividend for FY22 of 9.34cps -
9.36cps. When combined with the forecast Fabric cash dividend for FY22
equating to 0.55 -0.57 cents per Stride share held immediately prior to the
demerger (given the distribution to Stride shareholders of 1 Fabric share per 4
Stride shares held), this will provide existing Stride shareholders with a combined
cash dividend of 9.91cps, in line with Stride’s existing guidance
•Gearing: Upon completion of the demerger, SPL’s direct gearing is expected to
reduce to between 10.0% -21.4%, or 21.3% -24.6% on a look-through basis,
depending on Fabric’s raise size
•Management agreement:Stride Investment Management Limited (SIML) will be
the manager of Fabric
Stride Property Group (Stride) has established Fabric Property Limited
(Fabric) to invest in quality, sustainable office properties that exhibit
‘enduring demand’. Fabric is intended to be demerged from Stride
Property Limited (SPL) and undertake a $250m -$290m initial public
offering (IPO), following which it will be listed on the NZX
20 Customhouse Quay, Wellington
Overview of the demerger
Stride Property Group Office fund demerger and IPO
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Delivery of strategy
1.Includes committed acquisitions and developments and the conditional acquisition of 110 Carlton Gore Road, Auckland.
2.Pro forma as at31 July 2021, assuming (1) the conditional acquisition of 110 Carlton Gore Road, Auckland, had completed as at that date and (2) the 22 The Terrace, Wellington, refurbishment project was complete as at that date.
3.Green Assets are Eligible Assets as defined in Fabric’s Green Finance Framework, which are properties rated at least 4 Star NABERSNZ or 5 Star Green Star.
4.Pro forma as at31 March 2021, adjusted for the acquisition of 46 Sale Street and the Fabric demerger.
1
Continuation ofStride’s long-term strategy to develop an enduring Real Estate
Investment Management (REIM) platform with total AUM of $3.6bn
1
2
New NZX listed Stride Product with an office sector focus
3
Establishment of a high qualityportfolio valued at $931m
2
, with a7.2 yearWALT
2
, and
68% green assets
3
by value, located in Auckland and Wellington
4
SIML external AUM of $3.2bn
1
is ~90% of Stride’s total AUM, reducing capital required
from Stride to deliver future AUM growth
5
SPL’s directly held portfolio LVR reduces from 39.7% to between 10.0% and 21.4%
4
,
creatingheadroom for future growth
Stride Property Group Office fund demerger and IPO
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$780m
$895m
$890m
$353m
$353m
$660m
$1,038m
$1,066m
$1,140m
$116m
$523m
$466m
$466m
$502m
$610m
$646m
$693m
$714m
$931m
$896m
$2,079m
$3,003m
$3,244m
$3,619m
FY14FY17FY21Pro forma post IPOPro forma
committed
StrideInvestoreDiversifiedIndustreFabric
Growth in SIML’s Assets Under Management
Investore
established
Industre
established
1
Fabric
established
2
Pre-Investore
Including committed
acquisitions and developments
3
Execution of strategy has lead to further
growth in SIML’s business. A further
$0.4bn of committed acquisitions and
developments across SIML’s managed
Products will help deliver future growth
1.As at31 March 2021 excluding lease liabilities.
2.As at31 July 2021 excluding lease liabilities.
3.Includes the conditional acquisition of 110 Carlton Gore Road, Auckland in connection with the Offer.
Stride Property Group Office fund demerger and IPO
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Overview of Fabric
Stride Property Group Office fund demerger and IPO
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Portfolio summary
•Current Portfolio: The current Fabric portfolio consists of
10 properties in Wellington and Auckland, valued at $714m
•New Acquisition:Fabric has entered a conditional agreement
1
to
acquire the property under development at 110 Carlton Gore Road,
Auckland for $217.5m at an initial yield of 5.0%. The property, which
is due for completion in February 2023, will be a prime, 6 starGreen
Star (v3.2) and 5 starNABERSNZ rated building and will have
minimum 10.5 yearWALT at completion
•Total Fabric Portfolio:On a pro forma
2
basis, the Fabric Portfolio
will be valued at $931m, with 98.5% occupancy and 7.2 yearWALT
•Meridian building:The building at 55 Lady Elizabeth Lane,
currently majority leased to Meridian, will be retained in the SPL
portfolio to carry out works
Please refer to the Fabric Product Disclosure Statement (“PDS”) for
additional information regarding the Offer
Fabric’s establishment portfolio is a sustainable, high-quality
office portfolio located in Auckland and Wellington. It has strong
tenant covenants, with a robust occupancy and long WALT
Fabric establishment portfolio
1.Agreement is conditional on the successful completion of the Offer; the vendor entering into an unconditional agreement to leasewith a third partytenant for a further 2,500sqm of net lettable area, which together with Aurecon, will
result in the asset being 43% let; and an executed deed of impartiality between the vendor, Fabric and the vendor’s architect being completed.
2.As at31 July 2021 and assuming the acquisition of 110 Carlton Gore Road had completed as at that date. This property is currently subject to one unconditional lease with a further lease to be entered into as a condition of the
acquisition. This further leasing will result in the property being 43% leased. The vendor has committed to take a lease of any vacant space on completion of the development to provide a minimum net rental, WALT and occupancy.
110 Carlton Gore Road, Newmarket, Auckland (under development) -concept image
Stride Property Group Office fund demerger and IPO
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Overview of Stride Portfolio
Stride Property Group Office fund demerger and IPO
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Sector
focus:
Town Centre
3
Large Format Retail
Retail Shopping
Centres
IndustrialOffice
Entity
structure:
NZX listedNZX listedPrivate Trust Joint VentureNZX listed
4
SPL
investment:
100%18.8%2%52.2%24.6%-32.2%
Portfolio composition by value as at 31 July 2021
1
Fabric is Stride’s fourth Product and the second to be NZX listed. Fabric will be managed by SIMLand
SPL will retain a 24.6%-32.2% cornerstone stake subject to raise size
Products
$353m
$714m
$466m
$1,066m
$0m
$646m
$74m
$37m
$47m
$218m
$353m
$1,140m
$502m
$693m
$931m
Committed developments and acquistions²
1.Valuation of Fabric properties is as at 31 July 2021; valuation of Stride, Investore, Diversified and Industre portfolios is as at 31 March 2021 and inclusive of completed post balance date acquisitions and divestments.
2.Includes conditional acquisitions.
3.Includes 55 Lady Elizabeth Lane, Wellington. Excludes SPL’s interest in the Industre unincorporated portfolio which is reported as part of the assets of SPL in the consolidated financial statements (see note 3.2 to the consolidated financial
statements for further information).
4.Upon successful completion of the offer.
Stride Property Group Office fund demerger and IPO
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$7.4m
$14.4m
$25.1m
$1.1m
$10.7m
$5.2m
$1.5m
$8.5m
$25.1m
FY14FY17FY21Fabric incremental
base management
fees
Fabric base fees (FY22 forecast, annualised)
Activity and performance fees
Base fees
Impact of transaction on Stride
As at 31 March 2021
As at 31 March 2021
pro forma for Fabric transaction
1,2
Establishment of Fabric delivers:
•Awell diversified SPL investment portfolio on a weighted look through basis
•Greaterscale to SIML’s REIM platform, leading to incremental annual growth in base
management fees of +$5.2m
SPL’s weighted look-through portfolio composition
SIML management fees growth over time
3
Town
Centre /
Retail SC
22%
Office
40%
Industrial
24%
Large
Format
Retail
14%
1.Excludes the office property under development at 110 Carlton Gore Road, for which Fabric has entered into a conditional agreement to acquire on completion of the development, which is expected to be February 2023.
2.Assumes SPL will hold a 31.6% cornerstone interest in Fabric, being the midpoint assuming a $250m raise size. SPL’s ultimate shareholding will range between 24.6% and 32.2% depending on the final issue price and size of the IPO capital
raise. Fabric’s portfolio size reflects the independent valuations received for Fabric properties subsequent to 31 March.
3.Excludes management fees paid by SPL.
Town
Centre /
Retail SC
28%
Office
24%
Industrial
30%
Large
Format
Retail
18%
Stride Property Group Office fund demerger and IPO
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Impact and outlook
Stride Property Group Office fund demerger and IPO
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Deleveraged balance sheets
20 Customhouse Quay, Wellington
At demerger Fabric will repay SPL for monies advanced to it. On a pro forma basis as at 31 March
2021, this will result in SPL’s directly-held LVR reducing to between 10.0% and 21.4% with a total bank
facility size of $200m. On a look-through
1
basis, SPL’s LVR reduces to between 21.3% and 24.6%
SPL pro forma directly held LVRSPL pro forma look-through
1
LVR
29.3 %
39.7 %
21.4 %
10.0 %
10.4 %
(18.3)%
(11.3)%
Mar-21Acquisition of
Sale Street
Pro forma
Mar-21
Fabric
demerger and
IPO
Pro forma
post Fabric
$250m IPO
Maximum
$290m raise
Pro forma
post Fabric
$290m IPO
1.Look-through LVR is a combination of SPL’s directly-held property and interests owned in each of the Stride Products.
29.6 %
36.4 %
24.6 %
21.3 %
6.8 %
(11.8)%
(3.3)%
Mar-21Post balance
date
acquisitions
Pro forma
Mar-21
Fabric
demerger and
IPO
Pro forma
post Fabric
$250m IPO
Maximum
$290m raise
Pro forma
post Fabric
$290m IPO
Stride Property Group Office fund demerger and IPO
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Combined dividend maintained
20 Customhouse Quay, Wellington
Stride FY21 FY22 including Fabric demerger
Entity# sharesCash Div(cps)Div($)# sharesCash Div(cps)Div($)
Stride (SPL + SIML)
1,0009.91$ 99.101,0009.34 –9.36$ 93.43 -$93.63
Fabric
–––2502.19 –2.27$5.47 -$5.67
Total
$ 99.10 $ 99.10
AB
Stride shareholders will receive shares in Fabric on a 1:4 basis for no consideration, with total combined
FY22 dividends to Stride shareholders (including Stride and Fabric dividends) of 9.91cps, in line with
previous guidance and providing flexibility to reinvest capital for further growth
Stride Property Group Office fund demerger and IPO
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46 Sale Street, Auckland
Outlook and strategic focus
Establishment of Fabric is an important step towards growing
Stride’s REIM platform. Transition to a capital light model
provides further reinvestment opportunities to create value for
shareholders
Outlook
•Dividend guidance: Following the IPO of Fabric, revised dividend
guidance for FY22 will be 9.34 -9.36 cps which equates to 9.91cps
for an existing Stride shareholder when coupled with the demerged
Fabric holding
•The FY22 dividend guidance assumes no further economic
deterioration associated with COVID-19. The Board will continue to
monitor the impacts of the government enforced lockdowns
associated with COVID-19
Strategic focus
•Platform growth:Stride will remain active in supporting its existing
Products to continue to grow and enhance these portfolios and
investor returns
•New Product establishment: Capital released from establishment
of Fabric to be recycled into new Product opportunities, including:
oTown centres:Primary focus as Stride holds $310m of these
properties directly. Will target growth through development
opportunities at existing properties or strategic acquisitions
oAlternatives:Explore opportunities outside of core commercial
property sectors
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Corporate Action Notice
(Other than for a Distribution)
Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Stride Property Group
Class of Financial Product Ordinary shares in Stride Property Limited and Stride
Investment Management Limited
NZX ticker code SPG
ISIN (If unknown, check on NZX
website)
NZSPGE0001S2
Name of Registry Computershare Investor 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
Call Bonus issue X
Record date 4 October 2021
Ex-Date (one business day before the
Record Date)
1 October 2021
Currency NZD
Section 3: Bonus issue
Number of Financial Products to be
issued
Approximately 118,308,755 existing ordinary shares
in Fabric Property Limited to be distributed to SPG
holders in accordance with the entitlement ratio of 1
Ordinary Share in Fabric Property Limited for every 4
stapled securities held in Stride Property Group (with
each stapled security comprising 1 ordinary share in
Stride Property Limited and one ordinary share in
Stride Investment Management Limited), such
number of shares to be calculated on the record
date.
ISIN of security to be issued (if different
from Ordinary Shares)
NZFABE0001S2
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 4
Treatment of fractions Rounded down to nearest full shares
Subscription price Nil
Allotment Date 5 October 2021 subject to Fabric Property Limited
IPO completion
2 of 2
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Louise Hill
Contact person for this announcement Louise Hill
Contact phone number 027 558 0033
Contact email address louise.hill@strideproperty.co.nz
Date of release through MAP 13 September 2021
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.