Investore Property Limited logo

Retail Bond Offer

Debt Issuance13 February 2022IPLReal Estate

Classification: PROTECTED


2



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Up to $75,000,000
5 Year Senior Secured

Fixed Rate Bonds

(plus up to $50,000,000

oversubscriptions)

Dated 14 February 2022

Investore Property Limited

Indicative Terms Sheet

Arranger & Joint Lead ManagerJoint Lead Managers

Indicative
Terms Sheet

Dated 14 February

2022

Senior Secured

Fixed Rate Bonds due

25 February 2027

This indicative terms sheet (Terms Sheet) sets out the key terms of the offer by

Investore Property Limited (Investore) of up to $75,000,000 (with the ability

to accept oversubscriptions of up to an additional $50,000,000 at Investore’s

discretion), of 5 year senior secured fixed rate bonds maturing on 25 February

2027 (Bonds) under its bond master trust deed dated 2 March 2018 (as amended

from time to time) (Trust Deed) as modified and supplemented by the supplemental

deed dated 14 February 2022 entered into between Investore and Public Trust

(Supervisor) (together with the Trust Deed, Bond Trust Documents).

Unless the context otherwise requires, capitalised terms used in this Terms Sheet

have the same meaning given to them in the Bond Trust Documents.

Important notice

The offer of debt securities by Investore is made in reliance upon the exclusion in

clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).

The offer contained in this Terms Sheet is an offer of bonds that have identical

rights, privileges, limitations and conditions (except for the interest rate and

maturity date) as Investore’s:

• $100,000,000 senior secured fixed rate bonds maturing on 18 April 2024

(which have an interest rate of 4.40% p.a.), which are currently quoted on the

NZX Debt Market under the ticker code IPL010; and

• $125,000,000 senior secured fixed rate bonds maturing on 31 August 2027

(which have an interest rate of 2.40% p.a.), which are currently quoted on the

NZX Debt Market under the ticker code IPL020,

(together the Existing Bonds).

Accordingly, the Bonds offered will be the same class as the Existing Bonds for

the purposes of the FMCA and the Financial Markets Conduct Regulations 2014.

Investore is subject to a disclosure obligation that requires it to notify certain

material information to NZX Limited (NZX) for the purpose of that information being

made available to participants in the market and that information can be found by

visiting www.nzx.com/companies/IPL.

The Existing Bonds are the only debt securities of Investore that are currently

quoted in the same class as the Bonds.

Investors should look to the market price of the Existing Bonds referred to above

to find out how the market assesses the returns and risk premium for those bonds.

When comparing the yield of two debt securities, it is important to consider all

relevant factors (including the credit rating (if any), maturity and the other terms of

the relevant debt securities).

Issuer

Investore Property Limited

Description

5 year senior secured fixed rate bonds

Opening Date Monday, 14 February 2022

Closing Date 11.00am on Friday, 18 February 2022

Rate Set Date Friday, 18 February 2022

Issue Date Friday, 25 February 2022

Expected Quotation on NZX Debt Market Monday, 28 February 2022

Maturity Date Thursday, 25 February 2027

Purpose

The net proceeds of the offer will be used to repay existing bank debt. The offer will also

extend the tenor of Investore’s debt and increase the proportion of Investore’s debt that

is hedged or is subject to a fixed rate of interest

Offer Amount

Up to $75,000,000 (with the ability to accept oversubscriptions of up to an additional

$50,000,000 at Investore’s discretion)

Security and Guarantees

The Bonds are guaranteed by the Subsidiaries of Investore as at the date of this Terms

Sheet (the Guarantors)

The Bonds are secured by first ranking mortgages (the Mortgages) granted from time to

time by Investore and the Guarantors over their properties (the Mortgaged Properties)

and by security interests granted from time to time over Investore’s and the Guarantors’

other assets under a general security deed (subject to limited exceptions) (the General

Security Deed)

The Security Trustee holds the Mortgages, the General Security Deed and the

guarantees for all creditors entitled to their benefit, which currently includes (in addition

to the Supervisor and the Bondholders) Investore’s banking syndicate and its agent, on

an equal ranking basis

Financial Covenant

Investore agrees to ensure that the total principal amount of all outstanding borrowed

money secured by the Mortgages and the General Security Deed is not more than 65%

of the total value of all Mortgaged Properties (including, in respect of any development,

capital expenditure incurred during the development phase since the date of the most

recent valuation) (the Loan to Value Ratio)

A breach of the Loan to Value Ratio which is not remedied within (approximately)

13 months of that breach being disclosed to the Supervisor in a compliance certificate

will be an Event of Default. Refer to the Bond Trust Documents for more detail on

the covenant

Investore Property Limited Indicative Terms Sheet | February 20222 Investore Property Limited Indicative Terms Sheet | February 20223

Indicative
Terms Sheet (cont.)

Distribution Stopper

Investore is not permitted to make any distribution, such as declaring a dividend to

Investore shareholders, if an Event of Default is continuing or if it would result in an Event

of Default. Full details of the Events of Default are set out in the Bond Trust Documents

No Credit Rating The Bonds will not be rated

Issue Price$1.00 per Bond, being the Principal Amount of each Bond

Early Repayment

Holders have no rights to require Investore to redeem the Bonds early except through the

Supervisor in the case of an Event of Default. Investore does not have the right to redeem

the Bonds early

Further Indebtedness

Investore may, without the consent of the Holders of the Bonds, issue additional

securities or other debt obligations on such other terms and conditions as Investore may

think fit

Interest Rate

The sum of the Swap Rate plus the Issue Margin (which may be above or below the

Indicative Issue Margin), subject to a minimum Interest Rate of 3.95% per annum

The Interest Rate will be announced by Investore via NZX on or about the Rate Set Date

Indicative Issue Margin 1.15% - 1.30% per annum

Issue Margin

The Issue Margin (which may be above or below the Indicative Issue Margin range

mentioned above), will be determined by Investore (in consultation with the Joint Lead

Managers) following a bookbuild process and announced by Investore via NZX on or

about the Rate Set Date

Swap Rate

The mid-market rate for an interest rate swap of a term matching the period from

the Issue Date to the Maturity Date as calculated by the Arranger in consultation with

Investore, according to market convention, with reference to Bloomberg page ‘ICNZ4’ (or

any successor page) on the Rate Set Date and expressed on a quarterly basis (rounded

to 2 decimal places, if necessary, with 0.005 being rounded up)

Interest PaymentsQuarterly in arrear in equal payments

Interest Payment Dates

25 February, 25 May, 25 August and 25 November each year (or if that day is not a

Business Day, the next Business Day) until and including the Maturity Date. The first

Interest Payment Date will be 25 May 2022

Record Date

5.00pm on the date that is 10 days before the relevant scheduled Interest Payment Date

or, if that is not a Business Day, the immediately preceding Business Day

Business DaysDays on which the NZX is open for trading

Firm Brokerage0.75% on firm allocations to be paid by Investore

ISINNZIPLDT003C9

NZX Debt Market Quotation

Investore will take any necessary steps to ensure the Bonds are, immediately after issue,

quoted on the NZX Debt Market. Application has been made to NZX for permission to

quote the Bonds on the NZX Debt Market and all the requirements of NZX relating to

that quotation that can be complied with on or before the distribution of this Terms Sheet

have been duly complied with. However, NZX accepts no responsibility for any statement

in this Terms Sheet. NZX is a licensed market operator, and the NZX Debt Market is a

licensed market under the FMCA

NZX ticker code IPL030 has been reserved for the Bonds

Minimum Application Amount and

Denominations

$5,000 and multiples of $1,000 thereafter

Transfer Restrictions

Holders are entitled to sell or transfer their Bonds at any time subject to the terms of

the Bond Trust Documents and applicable securities laws and regulations. Investore or

the Securities Registrar may decline to accept or register a transfer of the Bonds for the

reasons set out in the Bond Trust Documents

No transfer may be made if the transfer would result in the transferee holding or

continuing to hold Bonds with a Principal Amount of less than $5,000 (other than zero) or

not in multiples of $1,000

Governing LawNew Zealand

Who May Apply & How to Apply

All of the Bonds, including oversubscriptions, will be reserved for clients of the Joint

Lead Managers, institutional investors and other persons invited to participate in the

bookbuild. There will be no public pool for the Bonds

Retail investors should contact any Joint Lead Manager, their financial adviser or any

Primary Market Participant for details on how they may acquire Bonds.

You can find a Primary Market Participant by visiting

www.nzx.com/services/market-participants/find-a-participant

Whether in respect of oversubscriptions or generally, any allotment of Bonds will be at

Investore’s discretion, in consultation with the Joint Lead Managers. Investore reserves

the right to refuse all or any part of an application without giving any reason

Each investor’s financial adviser will be able to advise them as to what arrangements

will need to be put in place for the investors to trade the Bonds including obtaining a

common shareholder number (CSN), an authorisation code (FIN) and opening an account

with a Primary Market Participant, as well as the costs and timeframes for putting such

arrangements in place

Arranger

Westpac Banking Corporation (ABN 33 007 457 141) (acting through its

New Zealand branch) (Westpac)

Joint Lead Managers

ANZ Bank New Zealand Limited, Forsyth Barr Limited, Jarden Securities Limited

and Westpac

SupervisorPublic Trust

Investore Property Limited Indicative Terms Sheet | February 20224 Investore Property Limited Indicative Terms Sheet | February 20225

Indicative
Terms Sheet (cont.)

Address

Details

The dates set out in this Terms Sheet are indicative only and are subject to change. Investore may, in its absolute discretion and without

notice, vary the timetable (including by opening or closing the offer described in this Terms Sheet early, accepting late applications and

extending the Closing Date). If the Closing Date is extended, subsequent dates may be extended accordingly. Investore reserves the right

to cancel the offer described in this Terms Sheet and the issue of the Bonds, in which case all application monies received will be refunded

(without interest) as soon as practicable.

Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the content of

any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.

Copies of the Bond Trust Documents are available on the website (managed by Investore) for the offer of the Bonds found at

www.investoreproperty.co.nz/bondoffer. Investors should seek qualified, independent financial and taxation advice before deciding

to invest. In particular, investors should consult their tax adviser in relation to their specific circumstances. Investors will be personally

responsible for all tax return filing obligations in respect of their investment in the Bonds, compliance with the financial arrangements rules

(if applicable) and payment of provisional or terminal tax (if required) on interest derived.

For further information regarding Investore, visit www.nzx.com/companies/IPL.

Investore has been designated as a “Non-Standard” (NS) issuer by NZX because Stride Investment Management Limited has the right to

appoint two directors to the Investore Board. A copy of the waivers granted by NZX in respect of Investore can be found at

www.nzx.com/companies/IPL.

Further waivers granted by NZX which relate to Investore’s manager can be found at www.nzx.com/companies/SPG.

Security TrusteeNew Zealand Permanent Trustees Limited

Securities RegistrarComputershare Investor Services Limited

Selling Restrictions

Investore does not intend that the Bonds be offered for sale, and no action has been

taken or will be taken to permit a public offering of Bonds, in any jurisdiction other than

New Zealand. Bonds may only be offered for sale or sold in conformity with all applicable

laws and regulations in any jurisdiction in which they are offered, sold or delivered. This

Terms Sheet may not be published, delivered or distributed in or from any country other

than New Zealand

By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among

others, Investore, the Supervisor and the Joint Lead Managers for any loss suffered as a

result of any breach by you of the selling restrictions referred to in this Terms Sheet

Issuer

Investore Property Limited

Level 12, 34 Shortland Street

Auckland 1010

investoreproperty.co.nz

Directors

Mike Allen – Independent Director (Chair)

Gráinne Troute – Independent Director

Adrian Walker – Independent Director

Tim Storey – SIML Appointed Director

John Harvey – SIML Appointed Director

Supervisor

Public Trust

Level 16, SAP Tower

151 Queen Street

Auckland 1010

Security Trustee

New Zealand Permanent Trustees Limited

Level 16, SAP Tower

151 Queen Street

Auckland 1010

Securities Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

09 488 8777

Legal Adviser

Bell Gully

Level 21, Vero Centre

Auckland 1010

Level 21, ANZ Centre

Wellington 6011

Arranger

Westpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

Level 8, 16 Takutai Square

Auckland 1010

0800 772 142

Joint Lead Managers

ANZ Bank New Zealand Limited

23-29 Albert Street

Auckland 1010

0800 269 476

Forsyth Barr Limited

Level 23, Shortland & Fort

88 Shortland Street

Auckland 1010

0800 367 227

Jarden Securities Limited

Level 32, PwC Tower

15 Customs Street West, Commercial Bay

Auckland 1010

0800 005 678

Westpac Banking Corporation (ABN 33 007 457 141)

(acting through its New Zealand branch)

Westpac on Takutai Square

Level 8, 16 Takutai Square

Auckland 1010

0800 772 142

Investore Property Limited Indicative Terms Sheet | February 20226 Investore Property Limited Indicative Terms Sheet | February 20227

Investore Property Limited
Level 12, 34 Shortland Street

Auckland 1010

PO Box 6320

Victoria Street West,

Auckland 1142, New Zealand

T +64 9 912 2690

F +64 9 303 1239

W investoreproperty.co.nz

---

Arranger
Joint Lead Managers

Retail Bond

Presentation

Investore Property Limited

14 February 2022

2Investore Property Limited | Retail Bond Presentation
Disclaimer and Important Notice

This presentation has been prepared by Investore Property Limited (Investore) in relation to the offer of senior secured fixed rate

bonds by Investore (New Bonds) under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) (the Offer). The

New Bonds have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Investore’s

bonds maturing on 18 April 2024, which have a fixed rate of 4.40 percent per annum and are currently quoted on the NZX Debt

Market under the ticker code IPL010 and Investore’sbonds maturing on 31 August 2027, which have a fixed rate of 2.40 percent per

annum and are currently quoted on the NZX Debt Market under the ticker code IPL020 (together, the Existing Bonds). Accordingly,

the Bonds offered will be the same class as the Existing Bonds for the purposes of the FMCA and the Financial Markets Conduct

Regulations 2014 (and the Existing Bonds are the only debt securities of Investore that are currently quoted in the same class as the

Bonds). Investors should look to the market price of the Existing Bonds to find out how the market assesses the returns and risk

premium for those bonds. When comparing the yield of two debt securities, it is important to consider all relevant factors (including

the credit rating (if any), maturity and the other terms of the relevant debt securities).

Information

The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information

which a prospective investor may require in evaluating a possible investment in Investore or that would be required in a product

disclosure statement for the purposes of the FMCA. Investore is subject to disclosure obligations under the NZX Listing Rulesthat

requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made availableto

participants in the market. This presentation should be read in conjunction with Investore'sother periodic and continuous disclosure

announcements released to NZX (which are available at https://www.nzx.com/companies/IPL). No information set out in this

presentation will form the basis of any contract.

Financial data

All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. This presentation includes certain financial

measures that are "non-GAAP (generally accepted accounting practice) financial information". Such financial information and

financial measures (including Distributable Profit and profit before other income/(expense) and income tax) do not have standardised

meanings prescribed under New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) or International

Financial Reporting Standards (IFRS) and therefore, may not be comparable to similarly titled measures presented by other entities,

and should not be construed as an alternative to other financial measures determined in accordance with NZ IFRS or IFRS.

NZX

The New Bonds will be quoted on the NZX Debt Market following completion of allotment procedures. However, NZX accepts no

responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX Main Board is a licensed market

under the FMCA. Investore has been designated as a "Non-Standard" (NS) issuer by NZX.

Not financial product advice

This presentation does not constitute legal, financial, tax, accounting, financial product advice or investment advice or a

recommendation to acquire Investore securities, and has been prepared without taking into account the objectives, financial situation

or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the

information having regard to their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant

or other professional adviser if necessary.

Investment risk

An investment in securities in Investore is subject to investment and other known and unknown risks, some of which are beyondthe

control of Investore. Investore does not guarantee any particular rate of return or the performance of Investore.

Not an offer

This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or anyother

law (and will not be lodged with or approved by the Registrar of Financial Service Providers). This presentation is for information

purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This presentation

does not constitute investment or financial advice (nor tax, accounting or legal advice) or any recommendation to acquire NewBonds

and does not and will not form any part of any contract for the acquisition of New Bonds. This presentation does not constitute an

offer to sell, or the solicitation of an offer to buy, any securities in the United States. The distribution of this presentation outside New

Zealand may be restricted by law. Any recipient of this presentation who is outside New Zealand must seek advice on and observe

any such restrictions.

Disclaimer

None of Investore, Stride Investment Management Limited (SIML), the Arranger, the Joint Lead Managers or their related companies

and affiliates including, in each case, their respective shareholders, directors, officers, employees, affiliates, agents or advisers, as

the case may be (Specified Persons), have independently verified or will verify any of the content of this presentation and noneof

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 (whether in tort (including

negligence) or otherwise) for any direct or indirect loss, damage or other consequence (whether foreseeable or not) suffered by any

person from: the use of or reliance on the information contained in, or omitted from this presentation; from refraining from acting

because of anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for

negligence, default, misrepresentation or by omission and whether arising under statute, in contract or equity or from any other

cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or

implied, as to the currency, fairness, accuracy, completeness or reliability of the information contained in this presentation. None of

the Arranger or Joint Lead Managers, nor any of their related companies and affiliates including, in each case, their respective

shareholders, directors, officers, employees, affiliates, agents or advisors, authorisedor caused the issue of, or made any statement

in, any part of this presentation. You agree that you will not bring any proceedings against or hold or purport to hold any Specified

Person liable in any respect for this presentation or the information in this presentation and waive any rights you may otherwise have

in this respect.

This presentation contains data sourced from and the views of independent third parties. In such data being replicated in this

presentation, no Specified Person makes any representation, whether express or implied, as to the accuracy of such data. The

replication of any views in this presentation should not be treated as an indication that Stride or any other Specified Person agrees

with or concurs with such views.

Past performance

Past performance information provided in this presentation is given for illustrative purposes only and should not be relied uponas

(and is not) a promise, representation, warranty or guarantee as to past, present or future returns.

Forward-looking statements

This presentation contains certain forward-looking statements with respect to the financial condition, results of operations and

business of Investore. Forward-looking statements can generally be identified by the use of words such as 'project', 'foresee', 'plan',

'expect', 'aim', 'intend', 'anticipate', 'believe', 'estimate', 'may', 'should', 'will' or similar expressions. Forward looking statements in this

presentation include statements regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof,

statements about the plans, objectives and strategies of the management of Investore, statements about the industry and the markets

in which Investore operates and statements about the future performance of Investore'sbusiness. Any indications of, or guidance or

outlook on, future earnings or financial position or performance and future distributions are also forward-looking statements. All such

forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other

factors, many of which are outside the control of Investore, which may cause the actual results or performance of Investore to be

materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward-

looking statements speak only as of the date of this presentation. Except as required by law or regulation (including the NZXListing

Rules), Investore undertakes no obligation to update these forward-looking statements for events or circumstances that occur

subsequent to the date of this presentation or to update or keep current any of the information contained herein. Any estimates or

projections as to events that may occur in the future (including projections of revenue, expense, net income and performance)are

based upon the best judgement of Investore from the information available as of the date of this presentation. A number of factors

could cause actual results or performance to vary materially from the projections. Investors should consider the forward-looking

statements in this presentation in light of those risks and disclosures. You are strongly cautioned not to place undue reliance on any

forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption

caused in relation to Investore and otherwise by the COVID-19 pandemic.

For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any oral presentation of the slides by

Investore, any question-and-answer session that follows that oral presentation, hard copies of this document and any materials

distributed at, or in connection with, that presentation.

The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change

without notice. Investore reserves the right to withdraw, or vary the timetable for, the Offer without notice.

Acceptance

By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be

deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this

Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information contained in

this presentation; (iii) you will base any investment decision solely on information released by Investore via NZX; and (iv) youagree

that this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to

any other person or published, in whole or in part, for any purpose.

Overview of the Offer
04

Business Summary

05

Portfolio Highlights

09

Sustainability

13

Financial Overview

14

COVID-19

16

Bond Offer

20

Investment Highlights

25

Countdown

Petone

3Investore Property Limited | Retail Bond Presentation

Contents

•Investore is offering up to $75m (with up to an additional $50m in oversubscriptions able to be accepted at Investore’s
discretion) of 5 yearsenior secured fixed rate Bonds

•The net proceeds of the Offer will be used to repay existing bank debt, extending the tenor of Investore’s debt and

increasing the proportion of Investore’s debt that is hedged or subject to a fixed rate of interest

•The Bonds are secured by first ranking mortgages granted by Investore and the Guarantors

1

over their properties and

by security interests over Investore’s and the Guarantors’ other assets under a General Security Deed (subject to

limited exceptions)

•The Offer is expected to open on 14 February 2022 and close on 18 February 2022

•The Interest Rate on the Bonds is expected to be set on 18 February 2022

•The Bonds are expected to be issued on 25 February 2022 and quoted on the NZX Debt Market on

28 February 2022

4Investore Property Limited | Retail Bond Presentation

Overview of the Offer

1.The Bonds are guaranteed by the subsidiaries of Investore as at the date of this presentation.

Bay Central Shopping Centre
Tauranga

5Investore Property Limited | Retail Bond Presentation

Business Summary

A Strong, Resilient Portfolio
6

Data above is as at 30 September 2021

1.LVR is calculated based on independent valuations, which include the value of seismic works and rental guarantee to be fundedbyStride Property Limited (SPL) in relation to the three properties acquired from SPL and settled on 30 April 2020.

2.Portfolio value based on independent valuations as at 30 September 2021, excluding (1) the seismic works to be completed by SPL and rental guarantee provided by SPL (total $5.6m) in relation to the three properties acquired from SPL and

settled on 30 April 2020; and (2) lease liabilities.

3.Weighted Average Lease Term.

4.Contract Rental is the amount of rent payable by each tenant, plus other amounts payable to Investore by that tenant under the terms of the relevant lease, annualised for the 12-month period on the basis of the occupancy level of the relevant

property as at the relevant date, and assuming no default by the tenant.

Investore Property Limited | Retail Bond Presentation

Strong portfolio delivering dependable income streams

Proactive capital

management

$1,148.6m

portfolio value

2

across 44 properties

9.5 years

WALT

3

88%

Contract Rental

4

from

anchor tenants

0.3%

average lifecycle costs

by asset value per annum

99%

portfolio occupancy

by net lettable area

73%

of Contract Rental

4

expires in FY30 or beyond

29.8%

Loan to Value Ratio

1

$225m

retail bonds currently

on issue

3.7x

interest coverage ratio

6

Large Format Retail
Investore characterises LFR property as:

•Generally large, freehold retail centres tenanted by national brands

•Sites are usually located in urban or fast-growing regional locations

•Generally free-standing, rectangular single floor structures on a concrete

slab

•Typically building improvements and maintenance of the asset require

straightforward enhancement and/or upkeep, with low lifecycle maintenance

•Sites are conveniently locatedand highly accessible,with plenty of

carparking on site

•Generally occupied by a single anchor tenant and a limited number of

tenants with the majority of rental income received from lease arrangements

with nationally recognised brands and companies

•Leases are structured in order to ensure Investore has the security of long

lease terms and a stable income stream, net of operating costs

Long lease term

9.5 years WALT

1

Nationally

recognised tenants

High occupancy

99.0%

1

Investore’s strategy is to invest in quality, large format retail (LFR)

properties throughout New Zealand, and actively manage investors’

capital, to maximise distributions and total returns over the medium

to long term

1.As at 30 September 2021.

7Investore Property Limited | Retail Bond Presentation

Bunnings, Terapa

Hamilton

Our strategy is based on
four principles –active

portfolio management,

targeted growth,

continued optimisation of

the portfolio, and proactive

capital management

1.

Active Portfolio

Management

Focus on owning well-located properties

with long lease terms and high

occupancy, with nationally recognised

quality tenant brands, and maintaining

strong and enduring tenant relationships

that support the portfolio

3.

Continued Portfolio

Optimisation

Development of existing properties to

meet the needs of tenants and the

surrounding catchment, which may

include acquiring sites adjacent to

existing properties, to provide

development options for the future

Our Strategic Principles

8Investore Property Limited | Retail Bond Presentation

4.

Proactive Capital

Management

Proactive capital management to

maintain a healthy and flexible balance

sheet for growth, while preserving

sustainable returns to investors

2.

Targeted Growth

Considered acquisitions and

developments which deliver growth,

while continuing to enhance geographical

and/or tenant portfolio diversification

4 CarrRoad,
Mt Roskill

Portfolio Highlights

9Investore Property Limited | Retail Bond Presentation

Portfolio Summary
Portfolio Metrics

As at

30 Sep 21

Number of properties44

Number of tenants140

Net lettable area (NLA) (sqm)249,784

Net ContractRental

1

($m)58.8

Weighted Average Lease Term (WALT) (years)9.5

Occupancy by net lettable area (%)99.0

Portfolio value

2

($m)1,148.6

Average site coverage (%)40.8

1.See footnote 4 on page 6.

2.Portfolio value based on independent valuations as at 30 September 2021, excluding (1) the seismic works to be completed by SPL and rental guarantee provided by SPL (total $5.6m) in relation to the three properties acquired from SPL and

settled on 30 April 2020; and (2) lease liabilities.

3.Represents the scheduled expiry for each lease, excluding any rights of renewal that may be granted under each lease, for theentire portfolio as at 30 September 2021 as a percentage of Contract Rental.

9.5 years WALT

10Investore Property Limited | Retail Bond Presentation

0.9%

0.4%

2.0%

4.1%

4.5%

3.0%

4.0%

6.8%

1.2%

14.6%

5.3%

0.2%

18.6%

6.0%

28.4%

VacantFY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33FY34FY35

Lease Expiry Profile

3

by Contract Rental

1

As at 30 Sep 2021

Long portfolio WALT of 9.5 years and

73% of Contract Rental

1

expiring in

FY30 or beyond

Anchor Tenants Underpin Income
Note: Numbers may not sum due to rounding.

1.See footnote 4 on page 6. Percentages represent percentage of Contract Rental of whole portfolio.

Investore’s resilient portfolio comprises a high proportion of anchor tenants (88% by Contract

Rental

1

) and is geographically diverse, reflective of the population spread across NZ

11Investore Property Limited | Retail Bond Presentation

37%

16%

21%

10%

11%

5%

84%

16%

AucklandWellington

Other North IslandWaikato

Canterbury & Central OtagoOther South Island

North Island

South Island

Geographic diversification by Contract Rental

1

(as at 30 Sep 2021)

Anchor tenant classification by Contract Rental

1

(as at 30 Sep 2021)

64%

12%

4%

3%

3%

1%

Countdown

Bunnings

Foodstuffs

Mitre 10

Briscoes Group

NZ Post

•During the six months to 30 September 2021, Investore completed
$73.3m of acquisitions, and has a further conditional agreement to

acquire a development property at WaimakJunction

1

, Kaiapoi, for

$10.5m, on which it has agreed to build a new Countdown supermarket

•Investore has also committed a further $24.5m for expansion and

portfolio improvement initiatives agreed with tenants

•Investore is currently exploring a number of potential growth

opportunities with a combined value of approximately $50m

•These opportunities, if they proceed, are expected to be funded through

Investore’sexisting debt facilities, which would result in a pro forma

LVR of approximately 36%

•There is no certainty that any opportunities will proceed, and

if such opportunities do progress, then they would be subject to

satisfactory completion of due diligence and other conditions that

may be negotiated

Targeted Growth

12Investore Property Limited | Retail Bond Presentation

1.Investore has a conditional agreement to acquire 3.5ha of development land at WaimakJunction, Kaiapoi, North Canterbury, for $10.5m.

The total commitment, including the cost of the land and the Stage 1 development, is expected to be $31m. The agreement to acquire land

at WaimakJunction remains conditional on receipt of resource consents. The grant of certain resource consents for the development is

currently the subject of an application for judicial review, which will take time, and if successful, Investore may not proceed with the

acquisition. Investore is not a party to these proceedings.

Investore continues to deliver on its strategy of targeted

growth, focussed on opportunities that enhance its

existing portfolio

4 CarrRoad,

Mt Roskill

Investore continues to focus on
ensuring a sustainable future for

its business, its community and

the environment, guided by its

Sustainability Strategic Plan

Sustainability

13Investore Property Limited | Retail Bond Presentation

Sustainability Strategic Plan Objectives

Recent Achievements

•Sustainability principles considered as part of developments and refurbishments –

Investore is targeting a four Green Star design rating for the planned Countdown

supermarket at WaimakJunction

•Greenhouse gas emissions are being measured through the BraveGensoftware

system implemented by SIML, Investore’sManager

•Climate risk assessment underway, as part of preparations for reporting against the

principles of the Taskforce for Climate-Related Financial Disclosures

•Investore is in discussions with its major tenants to trial solar panels on the roof of

single tenant stores and other sustainability initiatives

•Tesla superchargers installed at Johnsonville, with other locations under

investigation

Contribute to a resilient

community -ensure

leading health and safety

performance and support

a connected and inclusive

society

Develop shared

prosperity -foster

long-term prosperity

by investing in

outstanding places

that reward everyone

connected with them

Protect the planet -

create efficient,

climate-resilient

places that deliver

long term value and

support a low carbon

future

Financial Overview
14Investore Property Limited | Retail Bond Presentation

Countdown, Stoke

Financial Highlights
For the 6-month period ended

30 September 2021

•Net rental income of $28.0m

(HY21: $27.4m)

•Corporate expenses of $5.7m

(HY21: $5.0m)

•Profit before other income / (expense)

and income tax of $15.4m

(HY21: $12.2m)

•Profit after income tax of $56.9m

(HY21: $91.0m) due to lower net

revaluation gains compared with the

prior period

•Distributable profit

1

after income tax of

$13.3m (HY21: $13.7m)

1.Distributable profit is a non-GAAP measure and consists of profit/(loss) before income tax, adjusted for determined non-recurring and/or non-cash items (including non-recurring adjustments for incentives payable to anchor tenants for

lease extensions) and current tax. Further information, including the calculation of distributable profit and the adjustments to profit before income tax, is set out in note 3.2 to the Consolidated Interim Financial Statements ended

30 September 2021.

15Investore Property Limited | Retail Bond Presentation

Pak’nSave

New Plymouth

•Investore has a high proportion of tenants that
were classified as “essential businesses” and were

able to remain open and trading under the

previous COVID-19 Alert Level System

•The introduction by the Government of legislation

mandating that landlords abate a fair proportion of

rent will result in Investore incurring rent

abatement costs for those tenants unable to trade

under the COVID-19 Alert Level System

•Investore expects the total cost for COVID-19 rent

abatements for FY22 to be within the provision of

$1m previously advised to the market (assuming

no further lockdowns)

•Investore expects all current tenants to remain

open and trading under the New Zealand

Government’s COVID-19 Protection Framework

(traffic light system) implemented in December

2021

COVID-19

16Investore Property Limited | Retail Bond Presentation

Countdown,

Meadowbank

Auckland

Proactive Capital Management
17Investore Property Limited | Retail Bond Presentation

Debt facilities

As at

30 Sep 21

Bank debt facilities available

(ANZ, CCB

1

, Westpac, ICBC

2

),

plus $225m of existing bonds

$476m

Debt facilities drawn$344m

Weighted average maturity of debt facilities3.5 years

Debt covenants

LVR

(Drawn Debt / Property Values)

Covenant: ≤ 65%; board policy target: 30% -40%

29.8%

Interest Cover Ratio

(EBIT/Interest and Financing Costs)

Covenant: ≥ 1.75x

3.7x

WALT

3

Covenant: > 6.0 years

9.4 years

$230m

$200m $200m

$125m $125m $125m

1.47%

1.34%1.34%

0.40%0.40%0.40%

0.00%

0.50%

1.00%

1.50%

2.00%

-

$50m

$100m

$150m

$200m

$250m

Sep-21Sep-22Sep-23Sep-24Sep-25Sep-26

Fixed rate interest profile

as at 30 Sep 2021

Notional fixed rate debt (net of fixed-to-floating hedging)

Weighted average interest rate of fixed rate debt (excl. margin and line fees)

1.China Construction Bank, New Zealand Branch (CCB).

2.Industrial and Commercial Bank of China Limited, Auckland Branch (ICBC).

3.The unexpired lease term in a property or portfolio, assuming the property or portfolio is fully leased. This is weighted by theincome applicable to each lease and a current market rental with nil term for vacant space.

Leverage
1.Investore has a conditional agreement to acquire 3.5ha of development land at WaimakJunction, Kaiapoi, North Canterbury, for $10.5m. The total commitment, including the cost of the land and the Stage 1 development, is expected to be

$31m. The agreement to acquire land at WaimakJunction remains conditional on receipt of resource consents. The grant of certain resource consents for the development is currently the subject of an application for judicial review, which will

take time, and if successful, Investore may not proceed with the acquisition. Investore is not a party to these proceedings.

•The Investore Board has recently reviewed its policy regarding its loan to value ratio, reducing its target LVR to

between 30% and 40% on a long term basis

•Investore’s LVR was 29.8% as at 30 September 2021, and would increase to 33.0% on a pro forma basis taking

into account the following intended future acquisition and developments:

•The conditional acquisition of land and the first stage of the development at WaimakJunction

1

, Kaiapoi,

totalling $31m

•Committed capital projects with key tenants at Investore’sexisting properties of approximately $24.5m

•Investore is exploring a number of potential growth opportunities with a total value of approximately $50m, which, if

they proceed, would increase the LVR to 35.7% on a pro forma basis

18Investore Property Limited | Retail Bond Presentation

29.8%

33.0%

35.7%

+1.8%

+1.4%

+2.7%

LVR as at

30-Sep-21

Waimak JunctionOther capital

projects

Pro forma LVR

(post capital

commitments)

Growth

opportunities

Pro forma LVR

(post growth

opportunities)

Debt facilities
As at

30 Sep 2021

pro forma

1

As at

30 Sep 2021

Banking facility limit

(ANZ, CCB, ICBC, Westpac)

$125m$251m

Retail bonds$350m$225m

Total debt facilities$475m$476m

Weighted maturity of debt facilities4.1 years3.5years

Offer Outcomes

Net proceeds of the Offer will be used to repay bank

debt, with a portion of Investore’sbank facilities

being cancelled

✓Extended tenor –average tenor of debt extended

to 4.1 years upon the issue of the Bonds

1,2

✓Increases the level of drawn debt that is hedged or

is subject to a fixed rate of interest

1.As at 30 September 2021, as if IPL030 ($125m, 5-year fixed rate bond), had been issued and $126m of bank facilities expiring in FY24 and FY25 had been cancelled at that time.

2.Assumes $125m (including oversubscriptions of $50m) of Bonds are issued and $126m of existing banking facility is cancelled.

19Investore Property Limited | Retail Bond Presentation

$100m

$125m

$75m

$50m

$25m

$101m

$125m

FY22FY23FY24FY25FY26FY27FY28

Debt maturity profile post issue

2

As at 30 September 2021

Existing BondsExisting Banking FacilitiesFacility to be cancelledIPL030

Mitre 10 MEGA
Botany, Auckland

Bond Offer

20Investore Property Limited | Retail Bond Presentation

Security
•The Bonds are secured by first ranking mortgages granted by Investore and the Guarantors over their properties and

by security interests over Investore’sand the Guarantors’ other assets under a General Security Deed (subject to

limited exceptions)

•As at 30 September 2021, assuming the Bonds had been issued at that time, liabilities that would have been

secured by the mortgages and the General Security Deed (including the Bonds, existing IPL010 / IPL020 bonds,

bank facilities and hedging arrangements) were approximately $345m

•As at the date of this presentation, all properties owned by Investore and the Guarantors are mortgaged

properties

•Security over the mortgaged properties is held by the Security Trustee (New Zealand Permanent Trustees

Limited) for the benefit of the beneficiaries under the Security Trust Deed, including the Supervisor, Bondholders,

Investore’sbanking syndicate and its agent, Investore’sswap counterparties and any other creditor that may

become entitled to the benefit of the mortgages, on an equal ranking basis

•There are restrictions on Investoregranting further security over its properties or its assets, except in certain

permitted instances

21Investore Property Limited | Retail Bond Presentation

Covenants and Default
•The Loan to Value Ratio under the Trust Deed for the Bonds limits the ability of Investoreto borrow money which is

secured by the mortgages and the General Security Deed to no more than 65% of the total value of the mortgaged

properties (including, in respect of any development, capital expenditure incurred during the development phase

since the date of the most recent valuation)

•Investore will have approximately 13 months to remedy a breach of the Loan to Value Ratio covenant, reflecting:

•6 months to correct breach

•20 business day notice period

•A further 6 months to remedy before event of default occurs

•Other events of default include (not an exhaustive list):

•Failure to make payments on the Bonds

•Insolvency

•Cross-acceleration

•Investore may not make any distribution (which would include paying a dividend to

Investore’sshareholders) if an event of default is continuing or if it would result in an

event of default

22Investore Property Limited | Retail Bond Presentation

Key Terms of the Offer
Summary

Detail

IssuerInvestoreProperty Limited

Descriptionof the Bonds 5 year senior secured fixed rate bonds

Security and Guarantees

The Bonds are guaranteed by the Subsidiaries of Investore as at the date of this presentation. The Bonds are secured by firstranking

mortgages granted by Investore and the Guarantors over the mortgaged properties and by security interests over Investore’s and the

Guarantors’ other assets under a General Security Deed (subject to limited exceptions)

The Security Trustee holds the guarantees, mortgages and the General Security Deed for all creditors entitled to their benefit, which

currently includes (in addition to the Supervisor and the Bondholders) Investore’s banking syndicate and its agent, on an equal ranking basis

Tenor & Maturity Date5years, maturing Thursday, 25 February 2027

Offer AmountUp to $75m (with the ability to accept oversubscriptions of up to an additional $50m at Investore’sdiscretion)

Interest Rate

The sum of the Swap Rate plus the Issue Margin which may be above or below the Indicative Issue Margin, subject to a minimum Interest

Rate of 3.95% per annum

The Interest Rate will be announced by Investore via NZX on or about the Rate Set Date

Indicative Issue Margin1.15% to 1.30% per annum

Interest Payments Quarterly in arrear in equal payments

Bond Financial Covenant

(Loan to Value Ratio)

Investoreagrees to ensure that the total principal amount of all outstanding borrowed money secured by the mortgages and the General

Security Deed is not more than 65% of the total value of all mortgaged properties (including, in respect of any development, capital

expenditure incurred during the development phase since the date of the most recent valuation)

Purpose

The net proceeds of the Offer will be used to repay existing bank debt, extend the tenor of Investore’sdebt and increase the proportion of

Investore’sdebt that is hedged or subject to a fixed rate of interest

Minimum Application Amount $5,000 and multiples of $1,000 thereafter

Firm Brokerage 0.75% on firm allocations to be paid by Investore

QuotationIt is expected that the Bonds will be quoted onthe NZX Debt Market under the ticker code IPL030

Credit Rating The Bonds will not be rated

Capitalisedterms have the same meaning given to that term in the Terms Sheet.

23Investore Property Limited | Retail Bond Presentation

Key Dates of the Offer
Key eventDate

Pre-offer announcement

Tuesday, 8 February 2022

Offer opens

Monday, 14 February 2022

Offer closes

11.00am on Friday, 18 February 2022

Rate Set Date

Friday, 18 February 2022

Issue Date

Friday, 25 February 2022

Expected date of Quotation on the NZX Debt Market

Monday, 28 February 2022

Interest Payment Dates

25 February,25 May, 25 August and 25 November

First Interest PaymentDate

Wednesday, 25 May 2022

Maturity Date

Thursday, 25 February 2027

24Investore Property Limited | Retail Bond Presentation

Investment Highlights
Nationally recognised quality tenant brands

Long term leases –WALT of 9.5 years

2

High occupancy rate -99%

2

Strong management and corporate governance

NZX listed with focus on large format retail property

Dependable income streams

Geographically diversified portfolio totalling $1,148.6m

1

1.See footnote 2 on page 6.

2.See footnote 1 on page 7.

25Investore Property Limited | Retail Bond Presentation

Q&A
26Investore Property Limited | Retail Bond Presentation

Appendices
27Investore Property Limited | Retail Bond Presentation

Emma has been appointed as a future director programme
participant by Investore under the Institute of Directors’

future directorsprogramme. Emma is a director of

Pragmatix, a project management business, and has

considerable experience in project management, having

previously been in project management and bid

management roles with Fletcher Construction and Shell

International. Emma brings valuable experience and insights

to the InvestoreBoard, andparticipates in Investore Board

meetings but does not vote or have any role as a director.

28Investore Property Limited | Retail Bond Presentation

Board of Directors

Mike Allen

Chair of the Board

Independent,

Non-Executive Director

Mike has considerable governance experience and is

currently a director of TaumataPlantations Limited and

Chair of QuayStreetAsset Management. Prior to his

governance career, he had an executive career in

investment banking and general management experience

in New Zealand and the United Kingdom.

GráinneTroute

Chair of the Audit and Risk

Committee

Independent,

Non-Executive Director

Gráinnehas over 30 years’ experience in listed and unlisted

organisations, in highly competitive and customer-focussed

sectors, including McDonald’s New Zealand and SKYCITY

Entertainment Group. Gráinneis currently a director of Tourism

Holdings Limited, Summerset Group Holdings Limited and

Chair of Tourism Industry Aotearoa.

Adrian Walker

Independent, Non-

Executive Director

Adrian is a very experienced commercial property

executive, with over 30 years’ experience in the property

sector, including 20 years as the General Manager of

Property at Woolworths NZ (owner of Countdown brand

supermarkets). Adrian brings to Investore a deep

knowledge of the property industry in New Zealand, as

well as the supermarket sector, a sector that makes up a

significant portion of Investore’s property portfolio. Adrian

has a strong background in property, financial planning

and strategic management.

Tim Storey

SIML Nominee and

Non-Executive Director

Tim has more than 30 years of experience across

a range of business sectors, andhas practisedas

a lawyer in Australia and New Zealand. Tim was a

partner in the Bell Gully partnership, having retired

in 2006, and is Chairman of Stride Property

Limited, Stride Investment Management Limited

and ASX listed LawFinanceLimited.

John Harvey

SIML Nominee and

Non-Executive Director

John has over 35 years’ professional experience as a

chartered accountant, including at PricewaterhouseCoopers

(PWC) where he was a partner for 23 years and held a number

ofmanagement and governance roles. John retired from PWC

in 2009 to pursue a career as a professional independent

director. He is currently a director of Stride Property Limited,

Stride Investment Management Limited, Kathmandu Holdings

Limited, Heartland Bank Limited and Port of Napier Limited.

Emma McDonald

Future Director

29Investore Property Limited | Retail Bond Presentation
Management Team

Jennifer Whooley

Chief Financial

Officer

More than 25 years’

experience in the

property industry,

responsible for

Stride’s overall

financial plans and

policies. In 2018,

Jennifer was named

the EY CFO of the

Year.

Adam Lilley

General Manager

Investment

9 years’ experience

across the property

investment sector.

Adam was

previously an

Investment Manager

at Stride, and prior to

rejoining Stride was

an Institutional

Equities Research

Analyst, focusing on

the listed property

sector.

Louise Hill

General Manager

Corporate Services

More than 20 years’

legal experience,

Louise is responsible

for a range of

corporate functions

including legal,

governance,

compliance, IT,

health and safety,

sustainability and

risk.

Mark Luker

General Manager

Development

Over 25 years’

experience in the

property

development and

investment industry.

Prior to joining

Stride, Mark was the

GM Development for

Kiwi Property Group

and Project Director,

Sylvia Park.

Fabio Pagano

Fund Manager –

Investore

Over 15 years’

international

experience in retail

management,

including at Coles

Group in Australia.

Fabio also recently

held senior roles in

the New Zealand

Government across

property and

infrastructure areas.

Philip Littlewood

Chief Executive Officer

20 years’ experience in property investment

management in New Zealand and overseas.

Highlights include six years in the United Kingdom,

spread between Morgan Stanley’s real estate

merchant banking division and a partnership in a

large private-equity real estate firm.

Level 12, 34 Shortland Street
Auckland 1010, New Zealand

PO Box 6320, Victoria Street

West, Auckland 1142, New

Zealand

P+64 9 912 2690

Winvestoreproperty.co.nz

30Investore Property Limited | Retail Bond Presentation

Thank You

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