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M&A12 September 2021SPGReal Estate









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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.