Goodman Group · ASX:GMG
Goodman — Goodman Property Trust — Merger or Acquisition (February 2024)
19 slides from Goodman's merger presentation, Feb 26, 2024
Slide 1: Framework for the Future: Internalisation Proposal
FRAMEWORK FOR THE FUTURE Internalisation Proposal GOODMAN PROPERTY TRUST | 26 FEBRUARY 2024 PRESENTED BY John Dakin Chair and Non-executive Director David Gibson Independent Director and Deputy Chair James Spence Chief Executive Officer 1
Slide 2: Disclaimer
DISCLAIMER Goodman (NZ) Limited is the manager ("Manager") of Goodman Property Trust ("GMT"). The information contained in this presentation ("Presentation") is intended to provide general information only and does not take into account your individual objectives, financial situation or needs. It is
Slide 3: Overview
OVERVIEW Goodman (NZ) Limited has entered into a conditional agreement with Goodman Group (GMG) to internalise the management of GMT, effectively consolidating property ownership and management Internalisation Funds Management + Internalisation is expected to provide both immediate and longer-term b
Slide 4: Expected Benefits of Internalisation
EXPECTED BENEFITS OF INTERNALISATION + Opportunity for faster earnings growth and income diversification compared to a traditional REIT through the creation of a funds management Growth and platform and associated management fee revenue from managing third party capital diversification of earnings +
Slide 5: Funds Management Business Model
FUNDS MANAGEMENT BUSINESS MODEL With an attractive investment proposition for global capital partners, an internalised GMT is in a strong position to grow a funds management platform of scale FOCUSED BUSINESS STRATEGY DEMONSTRATED SECTOR EXPERTISE FUNDING FLEXIBILITY TO DELIVER GROWTH + Continued in
Slide 6: New Logistics Fund
NEW LOGISTICS FUND Establishing a fund1 to invest in industrial opportunities in the Auckland market will underpin the new funds management platform + The fund will be established with initial cash commitments from GMT for up to $100 million and GMG for up to $200 million + Existing GMG relationship
Slide 7: Capital Management
CAPITAL MANAGEMENT The implementation of a funds management platform will unlock access to new capital, providing GMT the ability to finance its growth objectives without increasing the financial risk of the business + While the short-term gearing outlook is above the current preferred 20-30% range,
Slide 8: Internalisation Proposal: Good to Great
INTERNALISATION PROPOSAL GOOD TO GREAT + The Independent Directors of GNZ have reached a conditional agreement with GMG to internalise the management of GMT + Subject to unitholder approval and consent of GMT’s bank financiers, the internalisation will be effected by GNZ retiring as manager of GMT a
Slide 9: Process, Governance & Independent Directors
PROCESS + A sub-committee of the Independent Directors (the “IBC”) was established to consider and negotiate the Internalisation Proposal Governance & + External advisers (legal, tax, financial and accounting) were engaged to assist in the consideration of the Internalisation Proposal and the Indepe
Slide 10: Outlook & Guidance
OUTLOOK & GUIDANCE FY24 guidance reaffirmed FY25 guidance2 Medium-term earnings target + GMT has delivered a robust operating performance + Full-year cash earnings expected to be + The establishment of a funds management for the year to date, with increasing rentals, around 7.5 cents per unit, up 5%
Slide 11: Timetable
TIMETABLE 11
Slide 12: Indicative Timetable
INDICATIVE TIMETABLE KEY DATES DATE Announcement of Internalisation 26 February 2024 Dispatch of Notice of Meeting commences 26 February 2024 Special Meeting of GMT unitholders to approve Internalisation Proposal 26 March 2024 If the Internalisation Proposal is approved by Unitholders Termination of
Slide 13: Thank You
THANK YOU
Slide 14: Appendices
Ve = APPENDICES —
Slide 15: Goodman Property Trust
GOODMAN PROPERTY TRUST GMT’s investment strategy, focused on urban logistics property, has built a PROPERTY PORTFOLIO1 high-quality portfolio and driven a track record of outperformance $4.5bn NET LETTABLE AREA2,3 1.1m sqm OCCUPANCY2 99.6% WALT2,4 6.4 years +1.7x $212 million +4.5% p.a. 1 Based on p
Slide 16: Development Pipeline
DEVELOPMENT PIPELINE Development is a central element of GMT’s investment strategy, with around 90% of the core portfolio developed since 2004, including the world class Highbrook Business Park + Value-add and land properties make up ~15% of the GMT portfolio and provide future development opportuni
Slide 17: Internalisation Metrics
INTERNALISATION GMT’s development intensive business model results in a large proportion of fee savings not being reflected in METRICS earnings but providing a benefit to NTA – delivering a highly attractive total return proposition. This is reflected in ‘value’ accretion of 12.8%3,5 $272.4 million
Slide 18: Internalisation Savings
INTERNALISATION SAVINGS Normalised FY24 internalisation savings $ million FY24 NORMALISED BASIS Manager’s base fee 19.0 Based on expected Mar-24 AUM and committed development spend Property management fees 5.0 Based on expected income as at Mar-24 and committed developments Leasing fees 2.8 FY24 man
Slide 19: Glossary: Key Terms
GLOSSARY KEY TERMS AUM means assets under management. Directors means the Independent Directors, John Dakin and Gregory Goodman, being all of the current directors of GNZ. Extraordinary Resolution means a resolution approved by Unitholders holding Units with a combined value of no less than 75% of t
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