Slide 1: Equity Raising Investor Presentation
Equity Raising Investor Presentation 1 June 2020 Not for release to US wire services or distribution in the United States Vicinity Centres | Equity Raising Investor Presentation | 1 June 2020 Chadstone, VIC
Slide 2: Important notice and disclaimer
Important notice and disclaimer Not for release to US wire services or distribution in the United States IMPORTANT NOTICE AND DISCLAIMER This presentation is dated 1 June 2020 and has been prepared by Vicinity Limited (ABN 90 114 757 783) and Vicinity Centres RE Ltd (ABN 88 149 781 322) as responsib
Slide 3: Important notice and disclaimer
Important notice and disclaimer NOT FINANCIAL PRODUCT ADVICE This presentation is for information purposes only and is not financial product advice or investment advice, nor a recommendation to acquire New Securities, will not form part of any contract for the acquisition of New Securities and has b
Slide 4: Important notice and disclaimer
Important notice and disclaimer To the maximum extent permitted by law, responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise is disclaimed. Vicinity disclaims any responsibility to update or re
Slide 5: Important notice and disclaimer
Important notice and disclaimer You further acknowledge and agree that allocations are at the sole discretion of the Underwriters and Vicinity. The Underwriters and Vicinity disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the m
Slide 6: Equity raising overview
Equity raising overview Strengthening balance sheet and providing flexibility to respond to the evolving retail landscape Equity raising • Vicinity is undertaking an equity raising comprising: − A fully underwritten institutional placement to raise $1,200m (the “Placement”) − A non-underwritten Secu
Slide 7: Response to COVID-19
Response to COVID-19 The safety, health and wellbeing of our team members, customers, retailers and the broader community is our highest priority Health and safety • COVID-19 is having a significant and broad-reaching impact on communities and businesses globally • The safety, health and wellbeing o
Slide 8: Leading retail platform
Leading retail platform High quality portfolio and experienced team to drive performance Clear strategy to deliver long-term growth Focused on market-leading destinations Realising retail-led mixed-use opportunities Expanding funds management platform High quality destination assets that dominate la
Slide 9: Positioning for the future
Positioning for the future Strengthening the balance sheet to navigate an evolving retail landscape As Government restrictions eased, store re-openings and foot traffic Portfolio foot traffic and sales growth increased from late April 2020 Monthly figures as % of prior year Government mandated and v
Slide 10: Capital management
Capital management Following the Placement, Vicinity will have $2.6b of liquidity available (31 December 2019 pro forma) Total debt facilities of $6.3b Debt maturity profile7 Only $150m of debt expiring prior to FY23 ($m) New and extended short-term bank debt facilities post 31 December 2019 Establi
Slide 11: Gearing reconciliation and sources and uses of funds
Gearing reconciliation and sources and uses of funds Focus on fortifying the balance sheet Placement will deliver gearing at the lower end of the target gearing range of 25% to 35% Sources of funds3 $m Placement 1,200 Total sources 1,200 Uses of funds $m Repayment of debt 1,180 Equity raising costs
Slide 12: Placement and SPP overview
Placement and SPP overview Fully underwritten $1,200m institutional placement and a non-underwritten SPP to raise up to $200m Structure • Fully underwritten $1,200m institutional placement, representing approximately ~22% of securities on issue − Securities issued under Vicinity’s unconditional Plac
Slide 13: Offer timetable
Offer timetable Event Date1 Record date for SPP 7.00pm, Friday 29 May 2020 Trading halt and announcement of Placement and SPP Monday 1 June 2020 Placement bookbuild Monday 1 June 2020 Announcement of outcome of Placement Tuesday 2 June 2020 Trading halt lifted – trading of securities resumes on the
Slide 14: Appendices
Appendices Vicinity Centres | Equity Raising Investor Presentation | 1 June 2020 QueensPlaza, QLD
Slide 15: Pro forma balance sheet position
Appendix 1 Pro forma balance sheet position June 2020 Pro forma Pro forma Actual 2H FY20 valuations as at 31-Dec-19 as at 31-Dec-19 as at 31-Dec-19 adjustments1 (midpoint est.)2 (pre-Placement) Placement (post-Placement) ($m) ($m) ($m) ($m) ($m) ($m) Cash and cash equivalents 53.7 810.0 - 863.7 - 86
Slide 16: Key risks
Appendix 2 Key risks Introduction This section discusses some of the key risks associated with any investment in Vicinity together with the general risks and risks relating to the participation in the Placement and the SPP, which may affect the future operating and financial performance of Vicinity
Slide 17: Key risks (continued)
Appendix 2 Key risks (continued) There are also other changes in the domestic and global macroeconomic environment associated with the events relating to COVID-19 that are beyond the control of Vicinity and may be exacerbated in an economic recession or downturn. These include, but are not limited t
Slide 18: Key risks (continued)
Appendix 2 Key risks (continued) Achievement of Target Portfolio Composition Vicinity will continue to identify new investment opportunities for potential acquisition and/or enhancements. A key part of Vicinity's strategy is the pursuit of market leading destinations which it intends to do through d
Slide 19: Key risks (continued)
Appendix 2 Key risks (continued) Co-owner risks Vicinity currently co-owns 28 properties with third parties. Vicinity’s interests may not always be the same as those co-owners in relation to major decisions regarding those assets such as redevelopment and refurbishing of the asset or disposal of the
Slide 20: Key risks (continued)
Appendix 2 Key risks (continued) Compliance risk The Vicinity Centres Trust is a managed investment scheme which means that Vicinity Centres RE Ltd (as responsible entity of that scheme) is subject to strict regulatory and compliance arrangements under the Corporations Act 2001 (Cth) and its Austral
Slide 21: Key risks (continued)
Appendix 2 Key risks (continued) as a result of governmental action, work stoppages, lockdowns, quarantines, travel restrictions and the impact on the economics and securities markets of the key markets in which Vicinity measures; general movements in Australian and international stock markets; (a)
Slide 22: Key risks (continued)
Appendix 2 Key risks (continued) Dilution risk If a securityholder does not participate or does not participate fully in the Placement or the SPP, then their percentage security holding will reduce and their net tangible asset backing per security will be diluted as a result of the Placement and the
Slide 23: Foreign selling restrictions
Appendix 3 Foreign selling restrictions This document does not constitute an offer of New Securities of Vicinity in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person in the Placement, and the New Securities may not be offered or sold, i
Slide 24: Foreign selling restrictions (continued)
Appendix 3 Foreign selling restrictions (continued) Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action
Slide 25: Foreign selling restrictions (continued)
Appendix 3 Foreign selling restrictions (continued) Singapore This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prosp
Slide 26: Summary of Underwriting Agreement
Appendix 4 Summary of Underwriting Agreement Summary of Underwriting Agreement Vicinity has entered into an underwriting agreement with the Underwriters (Underwriting Agreement), pursuant to which the Underwriters have agreed to act as joint lead managers and fully underwrite the Placement on the te
Slide 27: Summary of Underwriting Agreement (continued)
Appendix 4 Summary of Underwriting Agreement (continued) • Vicinity or any of its directors or officers engage, or have engaged, in any fraudulent conduct or activity whether or not in connection with the Placement; • any of the following occurs: (i) a director or senior manager of Vicinity is charg
Slide 28: Summary of Underwriting Agreement (continued)
Appendix 4 Summary of Underwriting Agreement (continued) • any of the following occurs: o ASIC or any other government agency commences or gives notice of an intention to commence a prosecution of Vicinity or any director or senior manager of Vicinity; or o ASIC or any other government agency commen
Slide 29: Thank you
Thank you Vicinity Centres | Equity Raising Investor Presentation | 1 June 2020 Chadstone, VIC
Slide 30: Contact details and authorisation
Contact details and authorisation For further information please contact: Penny Berger Troy Dahms Head of Investor Relations Senior Investor Relations Manager T +61 2 8229 7760 T +61 2 8229 7763 E penny.berger@vicinity.com.au E troy.dahms@vicinity.com.au Authorisation The Board has authorised that t