Cromwell Property Group · ASX:CMW
Cromwell Property — Cromwell — Merger or Acquisition (October 2006)
18 slides from Cromwell Property's merger presentation, Oct 23, 2006
Slide 1: Merger & Stapling Proposals
Merger & Stapling Proposals Media Presentation This presentation relates to proposals to merge 5 unlisted Cromwell managed syndicates with the Cromwell Diversified Property Trust and staple it to Cromwell Corporation Limited to create a new stapled group, the Cromwell Group ( Cromwell ) 23 October 2
Slide 2: Disclaimer
DISCLAIMER 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 Cromwell Corporation Limited
Slide 3: Agenda
Agenda 6. 7. 8. 9. What is being proposed? Strategic Rationale Entities involved in the Proposals: Cromwell Diversified Property Trust (CDPT) Cromwell managed Syndicates Gromwell Corporation Limited (CCL) The Stapling Proposal Post-stapling: The Cromwell Group Potential Benefits for Shareholders Pot
Slide 4: 1. What is being proposed? The Merger Proposal
1. What is being proposed? The Merger Proposal CDPT will acquire up to 5 Cromwell managed syndicates to create a consolidated, commonly owned fund holding a diversified property portfolio valued at approximately $1 billion. olwersiniep % - paoperry. - ™
Slide 5: 1. What is being proposed? The Stapling Proposal
1. What is being proposed? The Stapling Proposal The new consolidated CDPT will be stapled to CCL to create an internally managed stapled property group, the Cromwell Group, listed on the ASX. CROGWELL ' CRORMMELL are eect . LIMITED
Slide 6: 2. Strategic Rationale
2. Strategic Rationale + Alignment of interests of CCL shareholders and fund investors + Merger will add scale to CDPT by combining the assets of each syndicate with CDPT to create a combined trust with approximately $1 billion in property assets + Listing of Cromwell Group with an estimated market
Slide 7: 3. Cromwell Diversified Property Trust
3. Cromwell Diversified Property Trust . * 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 (PIR — May 2006) * Direct ownership of 21 properties throughout Australia + Indirect i
Slide 8: 3. Cromwell Diversified Property Trust
3. Cromwell Diversified Property Trust Value by Sector’ 74% Commercial 11% Industrial Value by State’ 10% Retail/Entertainment 24% NSW 3% SA out 5% Bulky Goods 4% WA 3% TAS 44% ACT 40% VIC 15% QLD 1. Includes CDPT’s indirect property interests in Cromwell Property Fund {100% of assets) and Cromwell
Slide 9: 4. Cromwell managed syndicates
4. Cromwell managed syndicates 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 owns two properties in ACT 2,190 investors across 5 syndicates
Slide 10: 5. Cromwell Corporation Limited
5. Cromwell Corporation Limited * Total Assets Under Management (AUM) of approximately $1.4 billion « Management of 33 buildings with over 240 tenants « Market capitalisation of approx. $170 million as at 20 October 2006 of Assets eo Under ae B 1, Sees AIM Ca Management SLAOO DGG OG $4,100,000,000 3
Slide 11: 5. Cromwell Corporation Limited Share price
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Slide 12: 6. The Stapling Proposal
6. The Stapling Proposal Cromwell i Stapling of units in enlarged CDPT (post Merger) to ordinary shares in CCL whereby: * holders of Cromwell Group stapled securities will hold equal portions of both entities * units and shares cannot be transferred separately * the two entities cooperate for the be
Slide 13: 7. The Cromwell Group
7. The Cromwell Group * Transaction will create internally managed, listed property group with approximately $1.4 billion assets under management + Focus on growing proportion of income from funds management and promotion of investment products « Distributions for period ending 30 June 2007 forecast
Slide 14: 8. Potential Benefits for shareholders
8. Potential Benefits for shareholders Cromwell shareholders: Increased liquidity for investment Index inclusion and exposure to institutional investors More predictable distributions Greater payout ratio Improved net tangible asset backing Additional growth opportunities Alignment of interests and
Slide 15: 9. Potential Benefits for fund investors
9. Potential Benefits for fund investors CDPT unitholders: Increased liquidity for investment Premium on listing Increased scale Increased diversification of property portfolio Additional growth opportunities Potential for gearing of investment Participation in open ended investment without impact o
Slide 16: 9. Potential Benefits for fund investors
9. Potential Benefits for fund investors Syndicate members: Increased liquidity for investment Premium on listing Increased diversification Increased distributions - Mary Street, Goulburn Street and Terrace Office Park Improved tax advantaging - Northbourne and CPI#3 Additional growth opportunities
Slide 17: Questions?
Questions? CROMWELL a® DIVERSIFIED CROMWELL paopenry | CORPORATION LAAAITED -
Slide 18: Thank you for your time
thank you for your time