Cromwell Property Group · ASX:CMW
Cromwell Property — Cromwell Group — Merger or Acquisition (November 2006)
26 slides from Cromwell Property's merger presentation, Nov 28, 2006
Slide 1: Cromwell Group Merger & Stapling Proposals
Cromwell Group Merger & Stapling Proposals (rome! November 2006
Slide 2: Agenda
Agenda 1. Cromwell: the history 2. Cromwell Group: the vision 3. Merger & Stapling Proposals 4. Cromwell Group: an overview
Slide 3: Disclaimer
DISCLAIMER (Cromwell } “ : aid This presentation was prepared by Cromwell Corporation Limited ACN 001 056 980 and Cromwell Property , Securities Limited ACN 079 147 809, AFSL 238052. The information in this presentation contains some information relating to securities proposed to be issued by Cromwe
Slide 4: 1. Cromwell: the history
1. Cromwell: the history
Slide 5: Cromwell Corporation Limited
Cromwell Corporation Limited Recapitalised in 1998 with appointment of new Board Acquisition of first property in June 1999 with total assets under management now approximately $1.4 billion Management of 33 buildings with over 240 tenants throughout Australia Market capitalisation of approximately $
Slide 6: Cromwell Diversified Property Trust (CDPT)
Cromwell Diversified Property Trust (CDPT) em, | Cromwell | S — COPT - Value by State * Flagship Cromwell fund established in 2002 with a 10 year closed term * Direct property assets of $724.4 million making it the largest unlisted property fund in Australia as at May 2006 (PIR) « 4 successive capit
Slide 7: Cromwell managed Syndicates
Cromwell managed Syndicates een * Original investment products following recapitalisation + Launched between 1999 and 2002, all managed by Cromwell Property Securities Limited (CPS) * Total property value of approximately $215 million + All single property Syndicates with exception of CPI#3 which ow
Slide 8: 2. Cromwell Group: the vision
2. Cromwell Group: the vision
Slide 9: Strategic vision
Strategic vision — * To build a fully integrated property vehicle, with strong recurring income from core property assets and funds management activities and growth generated from the creation and promotion of retail, wholesale and specialty funds
Slide 10: Core objectives
Core objectives eure « Growth of funds management revenues as proportion of total revenues (up to 20 - 30%) « Increase suite of unlisted products (e.g. Growth Fund, Accumulation Fund) « Increase wholesale fund inflows + Rebalance portfolio — possible asset sales or recycling of assets to unlisted fu
Slide 11: 3. Merger & Stapling Proposals
3. Merger & Stapling Proposals
Slide 12: Transaction overview
Transaction overview ——— * CDPT to merge with up to five Cromwell managed Syndicates * Consolidated CDPT listed and stapled with CCL to create Cromwell Group * Share sale facility available for CDPT unitholders (including ex Syndicate members) DINEESIED CROMWELL _ PROBERTY TRB. CORPORATION, LEMITER
Slide 13: Transaction rationale
Transaction rationale Alignment of interests of CCL shareholders and fund investors Merger will add up to $215 million additional property assets and increase geographic and tenant diversity Listing and stapling expected to be value-accretive for fund investors, and provide increased liquidity for a
Slide 14: Indicative transaction timetable
Indicative transaction timetable 4 Dec 2006 Latest date for lodgement of proxy forms and Share Sale Forms 6 Dec 2006 Meetings for shareholders and investors 8 Dec 2006 Second Court Hearing 11 Dec 2006 Effective date and last day of trading in CCL Shares 12 Dec 2006 Commencement of trading of stapled
Slide 15: 4. Cromwell Group: an overview
4. Cromwell Group: an overview
Slide 16: Business profile
Business profile Property Investment * $1 billion in property assets, generating approximately 80% of FYO7 earnings * Strong acquisition pipeline through both listed and unlisted funds + 47%' gearing (net debt / total assets), aiming to reduce to approximately 40% during FY07 Funds Management * Tota
Slide 17: Key business strengths
Key business strengths eer * Streamlined structure with majority of earnings from stable property trust with concentration in office sector * Significant level of funds management earnings with demonstrated growth potential * Stable and experienced executive team with proven ability to grow AUM, FUM
Slide 18: Board of Directors
Board of Directors r * Strong and experienced core executive team with many years combined property and funds management experience + Restructure of Board following implementation of Merger and Stapling Proposals with increased proportion of non-executive/independent Board members Paul Weightman ~ C
Slide 19: Senior management team
Senior management team Michael Blake ~ Institutional Markets Michael is responsible for managing relationships with national dealer groups, researchers and asset consultants. He previously held senior management roles al Zurich and HSBC Asset management before joining Cromweli in May 2004. Melissa M
Slide 20: Value of Stapled Securities
Value of Stapled Securities “Siteenmcnnscsenenmee 10% Independent Expert (PwC) + Estimated value of stapled securities at $1.04 - $1.12 per security * Implied market capitalisation of $720 - 2007 Forecast Yield $780 million + Effective yield of 8.0% - 8.7% pa + Valuation estimate includes premium of
Slide 21: Property diversification
Property diversification’ Cromwell ne — Number of properties 33 Cromwelt Group - Value by Sector Total Asset Value c. $1.27 bn Gulky Goes. industll, 1% Retait NLA (mm?) 548,224 retro Occupancy 97.8% Weighted average lease expiry (by 5.4 years income) Commercial, Governmentilisted tenants percent of
Slide 22: Debt management
Debt management Gearing (Net Debt / Total Assets)’ 47% Target gearing (FY07) 40% Total debt facilities $587m Drawn debt facilities $562m Weighted average interest rate 6.18% Total debt facilities at fixed rates $336m Weighted average fixed rate expiry 5.5 years Weighted average fixed rate 5.87% Inte
Slide 23: Financial Summary — FY 2007 P&L
Financial Summary — FY 2007 P&L Cromwell Group Summary Forecast FY07 4 ($ million) Revenue 78.7 EBITDA 61.7 Net Operating Profit 36.3 Net Profit After Tax 33.7 Distributions 36.4 Distributions Per Security (cents) 5.3 1. includes 7 months results of CDPT and the Syndicates and 12 months of CCL + Dis
Slide 24: Financial Summary — Pro forma BS
Financial Summary — Pro forma BS Pro-forma Cromwell Group ($ million) Assets Cash 46.6 Investment Properties 1,268.2 Inventories 14.8 Other Assets 29.1 Total Assets 1,358.7 Liabilities Borrowings - Investment Properties 819.3 Borrowings — Other 20.4 Other Liabilities 26.1 Total Liabilities 865.8 Net
Slide 25: FY 2008 earnings growth potential
FY 2008 earnings growth potential Property Income: « Expected average rental increases of approximately 4% based on existing leases « Only 7% of lease income expiring in FY08 Funds Management Income: « Cromwell Property Fund to remain core unlisted fund through FY08 « Asset sale/performance fees not
Slide 26: Questions?
innocence (Cromwell } Questions?
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