Centuria Capital Group · ASX:CNI
Centuria Capital — Centuria Metropolitan REIT — Merger or Acquisition (March 2017)
22 slides from Centuria Capital's merger presentation, Mar 3, 2017
Slide 1: Centuria Metropolitan REIT proposed merger with Centuria Urban REIT
Centuria Metropolitan REIT Centuria Metropolitan REIT (ASX:CMA) proposed merger with Centuria Urban REIT (ASX:CUA) 3 March 2017 60 Marcus Clarke Street, Canberra, ACT 3 MAR 2017 PAGE 1
Slide 2: Disclaimer
Disclaimer This presentation has been prepared by Centuria Property Funds Limited (ABN 11 086 553 639) ('CPFL') as responsible entity of Centuria Metropolitan REIT ('CMA'). CMA comprises Centuria Metropolitan REIT No. 1 (‘CMR1’) and Centuria Metropolitan REIT No. 2 (‘CMR2’). CMA announced on 15 Febr
Slide 3: Contents
Contents Section Description Page no. 1 Overview 4 2 Key Benefits 6 3 Profile of Merged Group 11 4 Summary of SIA 14 4 Appendices 17 3 MAR 2017 PAGE 3
Slide 4: Section 1: Overview
SECTION 1: Overview 3 MAR 2017 PAGE 4
Slide 5: Executive summary
Executive summary ˃ On 3 March 2017, Centuria Property Funds Limited (CPFL) as Responsible Entity for Centuria Metropolitan REIT (CMA) announced that it has entered into a scheme implementation agreement (SIA) with Centuria Property Funds No. 2 Limited (CPF2L) as Responsible Entity for Centuria Urba
Slide 6: Section 2: Key Benefits
SECTION 2: KEY BENEFITS 3 MAR 2017 PAGE 6
Slide 7: Compelling Proposal for CMA securityholders
Compelling Proposal for CMA securityholders Material increase in scale with CMA’s investment property portfolio increasing 54% to over $602 million Will generate accretion to CMA’s FY17 distributable earnings per security Enhanced portfolio and tenant diversification Cost efficient acquisiti
Slide 8: Summary of Financial Impact
Summary of Financial Impact FY17 Distributable Earnings Investment Properties1 Market Capitalisation2 Gearing3 NTA per security1,3 Accretion per security4 $602m $417m 30-30.5% $2.32 per security 19.0-19.1 cents per security $210m $140m (0.5%) - +0.5 - +1.0- +54% +51% (1.0%) 1.0% 1.5% $392m $277m 29.
Slide 9: Enhanced portfolio and tenant diversification
Enhanced portfolio and tenant diversification ˃ Tenant diversification from leading multi-nationals, ASX-listed groups and government bodies ˃ Increased geographic diversification Top 20 tenants of Merged entity1 Sector diversification2 Tenant % NOI Classification CMA Standalone CUA Standalone Merge
Slide 10: Improved trading liquidity and increased market capitalisation
Improved trading liquidity and increased market capitalisation with potential for ASX / S&P 300 index inclusion ˃ The merged entity would have a market capitalisation of approximately $417m making one of the largest metropolitan office focused A-REITs listed on ASX ˃ It is anticipated that the merge
Slide 11: Section 3: Profile of Merged Group
SECTION 3: PROFILE OF MERGED GROUP 3 MAR 2017 PAGE 11
Slide 12: Map of properties
Map of properties CMA: 555 Coronation Drive, Brisbane CMA: 149 Kerry Road, Archerfield CUA: 154 Melbourne Street, South Brisbane QLD CUA: 483 Kingsford Smith Drive, Brisbane QLD CMA: 35 Robina Town, Centre Drive, Robina Darwin CMA: 9 Help Street, Chatswood, Sydney CMA: 203 Pacific Highway, St Leonar
Slide 13: Property summary
Property summary Ownership WALE (by Latest Car park Type Valuation Cap Rate NLA Occupancy Built Interests income) Refurbishment spaces CMA1 9 Help Street, Chatswood, NSW 100% Office $62.2m 6.75% 9,400 2.6 100.0% 1991 2010 142 203 Pacific Highway St Leonards, NSW 50% Office $47.5m 7.00% 11,734 4.0 10
Slide 14: Section 4: Summary of SIA
SECTION 4: SUMMARY OF SIA 3 MAR 2017 PAGE 14
Slide 15: Summary of the SIA – key terms and conditions
Summary of the SIA – key terms and conditions ˃ CPF2L and CPFL have entered into a SIA in relation to the proposed Merger of CUA and CMA Proposal Structure ˃ Transaction to be implemented via a trust scheme Merger ˃ Merger consideration of $2.27 per CUA unit comprising: Consideration 0.88 CMA secu
Slide 16: Indicative implementation timetable
Indicative implementation timetable ˃ The expected key dates in relation to the Merger are outlined below: Key Milestones Date ˃ Dispatch of the notice of meeting and explanatory memorandum in relation to the Merger 12 April 2017 ˃ CUA unitholder meeting to approve the Merger 9 May 2017 ˃ Effective
Slide 17: Appendices
Appendices 3 MAR 2017 PAGE 17
Slide 18: Key Gearing and NTA Assumptions
Key Gearing and NTA Assumptions Gearing assumptions NTA Assumptions CMA Standalone CMA Standalone ˃ Gearing is calculated as interest bearing liabilities less cash divided by ˃ 31 December 2016 NTA of $2.32 per security total tangible assets less cash CUA Standalone ˃ CMA standalone 31 December 2016
Slide 19: Key Distributable Earnings Assumptions
Key Distributable Earnings Assumptions CMA Standalone ˃ 9 August 2016: FY17 distributable earnings guidance of 18.7 – 19.0 cps ˃ Assumptions: Assumes FY17 distributable earnings guidance mid-point of 18.85 cps CUA Standalone ˃ 9 February 2017: FY17 distributable earnings guidance of 16.0 cps ˃ Ass
Slide 20: Overview of Centuria Capital Group
Overview of Centuria Capital Group ˃ Centuria is one of Australia’s leading property fund managers, with four key differentiating factors (1) Established & Successful Track Record (2) End-to-End Internal Property Capability 19 years Centuria has been successfully managed through multiple property cy
Slide 21: Board of Directors biographies
Board of Directors biographies Peter Done Darren Collins Chairman (Non-Executive Director) Independent Non-Executive Director Peter is Independent Chairman of Centuria Property Funds Limited, Darren was appointed to the Board of CPFL in 2015; Darren has extensive appointed to the Board of CPFL i
Slide 22: Key management biographies
Key management biographies Nicholas Collishaw Victor Georos CEO, Listed Property Funds Head of Portfolio and Asset Management Nicholas is Chief Executive Officer at Centuria Property Funds Limited; Victor is responsible for overseeing portfolio and asset management at Previously CEO and Managing
Centuria Metropolitan REIT — Merger or Acquisition (March 2017) on 6ix