Centuria Industrial Reit · ASX:CIP

Centuria Industrial Reit — 360 Capital Industrial Fund — Merger or Acquisition (March 2015)

18 slides from Centuria Industrial Reit's merger presentation, Mar 24, 2015

  1. Slide 1: 360 Capital Industrial Fund ASX Release: Third Supplementary Bidder's Statement

    ASX Release | Media Release 360 Capital Industrial Fund 24 March 2015 Third Supplementary Bidder's Statement – Management Presentation 360 Capital Investment Management Limited (360 Capital) as responsible entity for the 360 Capital Industrial Fund (Bidder) refers to the off-market takeover bid (TIX

  2. Slide 2: Improved TIX Offer & Increased Cash Payment

    360 Capital Industrial Fund (ASX:TIX) Offer to acquire Australian Industrial REIT (ASX:ANI) IMPROVED TIX OFFER & INCREASED CASH PAYMENT BEST & FINAL OFFER IN THE ABSENCE OF A COMPETING PROPOSAL ACCEPT NOW 24 March 2015

  3. Slide 3: Best and final offer: Improved TIX Offer and Cash Payment

    Best and final offer1 Improved TIX Offer and Cash Payment P Substantial increase in the offer to an Implied Value of $2.542 P Best and final TIX Offer – will not be increased in the absence of a competing proposal and now closes 15 April 2015 P TIX NTA increased by 14cpu3 providing NTA accretion for

  4. Slide 4: Improved TIX Offer, Cash Payment and Implied Value

    Best and final offer1 Improved TIX Offer, Cash Payment and Implied Value Original Proposal Improved Proposal (per equivalent ANI Unit) (per equivalent ANI Unit) 0.90 TIX Units TIX Offer 0.89 TIX Units + 4.5 cents 360 Capital Cash 3.0 cents 10.0 cents Payment2 $2.37 scrip $2.40 scrip + + Implied Valu

  5. Slide 5: Improved FY16 DPU, EPU, NTA and Gearing

    Best and final offer1 Improved FY16 DPU, EPU, NTA and Gearing Improved Proposal2 ANI Standalone (per equivalent ANI Unit) FY16 distributions 19.2cpu 20.3cpu3 5.7% FY16 earnings 20.4cpu 20.9cpu3 2.5% NTA per Unit $2.014 $2.12 5.5% 40%5 Gearing 36% in line with ANI gearing policy Notes 1. Best and fin

  6. Slide 6: Significant premium for ANI Unitholders

    Best and final offer1 Significant premium for ANI Unitholders Significant premium Implied value2 inclusive of Cash Payment = $2.54 ANI has never traded above the implied value 360 Capital 360 Capital begins acquiring announces bid pre-bid stake 19 Dec 14 Notes 1. Best and final offer in the absence

  7. Slide 7: Accretive to ANI NTA per Unit

    Best and final offer1 Accretive to ANI NTA per Unit • Following revaluations2, TIX NTA increased by 14 cents per unit, providing NTA accretion for ANI Unitholders3 • Fife Funds has spent 5 cents per Unit of ANI funds to defend ANI and management rights 5.5% increase for ANI Unitholders ANI’s NTA is

  8. Slide 8: Increased forecast FY16 distributions

    Best and final offer1 Increased forecast FY16 distributions 5.7% increase for ANI Unitholders 20.3 Assumed reinvestment of Cents per Unit 0.9 the 10 cents per Unit Cash Payment into the Combined Group2 19.4 19.2 3 ANI stand-alone Combined Group FY16 guidance FY16 forecast Notes 1. Best and final off

  9. Slide 9: Increased forecast FY16 earnings

    Best and final offer1 Increased forecast FY16 earnings 2.5% increase for ANI Unitholders 20.9 Assumed reinvestment of the 10 cents per Unit Cash 0.8 Cents per Unit Payment into the Combined Group2 20.4 20.1 3 ANI stand-alone Combined Group FY16 guidance FY16 forecast Notes 1. Best and final offer in

  10. Slide 10: ANI Unitholder returns are at risk

    Best and final offer1 ANI Unitholder returns are at risk • Research affiliated with ANI’s appointed advisors forecasts an earnings drop in FY17 • Given ANI’s lease expiry profile, what happens after FY16? -10% earnings -15% earnings Notes 1. Best and final offer in the absence of a competing proposa

  11. Slide 11: TIX has clearly outperformed ANI

    Best and final offer1 TIX has clearly outperformed ANI • Market clearly supports TIX’s strategy • ANI has consistently underperformed the Index • How will ANI perform if the TIX Offer does not proceed? TOTAL RETURNS TIX TOTAL RETURNS TIX PRIOR TO BID 20.2% POST BID2 42.6% 145 Index Index 135 14.8% 3

  12. Slide 12: Conclusion

    Best and final offer1 Conclusion • The improved TIX Offer and increased Cash Payment result in increased FY16 distributions, earnings and NTA per Unit compared to ANI stand-alone • You will receive an Implied Value2 of $2.54 for each ANI Unit comprising: • 0.90 TIX Units for each ANI Unit; and • tot

  13. Slide 13: 360 Capital as responsible entity of ANI

    360 Capital as responsible entity of ANI

  14. Slide 14: Fife Capital has clear conflicts of interest

    360 Capital as responsible entity of ANI Fife Capital has clear conflicts of interest • Fife Funds charges ANI Unitholders fees rather than co-investing alongside unitholders ANI strategy TIX strategy Property management  Fully managed by Fife Capital for 3% of gross income  Outsourced to speciali

  15. Slide 15: 360 Capital as responsible entity of ANI: management structure and fees

    360 Capital as responsible entity of ANI • If 360 Capital is appointed responsible entity of ANI but TIX owns <100% of ANI: • ANI will have a dedicated responsible entity1 for itself and no other 360 Capital fund Management • An independent Board with a majority of Directors that have no other Board

  16. Slide 16: Forecast FY16 distributions per ANI Unit under ownership scenarios

    360 Capital as responsible entity of ANI • 360 Capital will pass on all savings from management fee reductions to ANI Unitholders Forecast FY16 distributions per ANI Unit under various ownership scenarios1 21.0 20.6 Distributions per ANI Unit (cents) 20.2 20.2 20.0 19.8 19.8 19.4 19.2 19.0 Current A

  17. Slide 17: Forecast FY16 earnings per ANI Unit under ownership scenarios

    360 Capital as responsible entity of ANI • 360 Capital will pass on all savings from management fee reductions to ANI Unitholders Forecast FY16 earnings per ANI Unit under various ownership scenarios1 22.0 21.6 21.4 Earnings per ANI Unit (cents) 21.2 21.2 21.0 20.8 20.4 20.4 20.0 current ANI earning

  18. Slide 18: Disclaimer

    Disclaimer This presentation has been prepared by 360 Capital Investment Management Limited (ACN 133 363 185, AFSL 340304) ("360 CIML") as responsible entity of the 360 Capital Industrial Fund (ARSN 099 680 252) (‘TIX’ or the ‘Fund’) and relates to the off-market takeover bid (TIX Offer) made by TIX

360 Capital Industrial Fund — Merger or Acquisition (March 2015) on 6ix