Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — FKP Property Group — Investor Presentation (October 2013)
47 slides from Singapore Exchange's investor presentation, Oct 28, 2013
Slide 1: Entitlement Offer
FKP Property Group Entitlement Offer 28 October 2013
Slide 2: Disclaimer
Disclaimer IMPORTANT INFORMATION Not for distribution or release in the United States. This presentation is issued by FKP Property Group, which consists of FKP Limited ACN 010 729 950 and FKP Property Trust ARSN 099 648 754, of which FKP Funds Management Limited ACN 089 800 082 is the responsible en
Slide 3: Disclaimer
Disclaimer Future performance This presentation contains certain 'forward‐looking statements'. Forward‐looking statements include those containing words such as: 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'could', 'may', 'target', 'plan', 'con
Slide 4: Disclaimer
Disclaimer Advisers Neither the underwriter nor any of its related bodies corporate and affiliates, nor any of their respective officers, partners, employees, agents, associates and advisers or FKP Property Group’s advisers (Parties) have authorised, permitted or caused the issue, lodgement, submiss
Slide 5: Contents
Contents 1. Overview of the Entitlement Offer 6. Appendices i. Selling Restrictions 2. Operating Update ii. Ineligible Securityholders 3. Financial Impact of Entitlement Offer iii. Arrangements with Mulpha and Potential Effects on Control 4. Key Risk Factors iv. Relevant Interests in Convertible Not
Slide 6: Overview of the Entitlement Offer
Overview of the Entitlement Offer NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 6
Slide 7: Overview of the Entitlement Offer
Overview of the Entitlement Offer Overview Accelerated pro-rata non-renounceable Entitlement Offer to raise approximately $232 million Underwritten by Goldman Sachs1 Mulpha has committed to take up its circa 26% entitlement (approximately $61 million) in full2 In addition to its entitlement
Slide 8: Rationale for the Entitlement Offer
Rationale for the Entitlement Offer Execution of Strategy FKP is seeking to further de-lever in line with its strategy of transforming into a pure play retirement operator and has implemented a number of strategies, including the sale of non-retirement assets, in order to achieve this result As
Slide 9: Details of the Entitlement Offer
Details of the Entitlement Offer Entitlement Offer Structure Underwritten1, 5 for 9 accelerated pro-rata non-renounceable Entitlement Offer to eligible Stapled and Size Securityholders2 to raise approximately $232 million Issue of approximately 179 million New Stapled Securities Offer Price $1
Slide 10: Investment Highlights
Investment Highlights 1 Leading Retirement Owner and / or operator of 76 retirement villages - one of the largest in Australia1 Operator in Australia Transforming to become the largest retirement focused listed entity in Australia Executing on strategy of becoming a pure play retirement operat
Slide 11: Attractive Offer Price
Attractive Offer Price $ 3.00 $ 2.74 (52.5)% $ 2.50 Offer Price: $1.30 $ 2.03 (36.0)% Price Per Stapled Security $ 2.00 $ 1.93 (32.6)% $ 1.77 (26.5)% $ 1.50 $ 1.00 $ 0.50 $ 0.00 Pro-forma NTA Last Close 5 Day VWAP 1 TERP ‐ ‐ 1 Volume weighted average prices in this presentation were calculated as th
Slide 12: Operating Update
Operating Update NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 12
Slide 13: Overview of FKP
Overview of FKP FKP Property Group Retirement3 Non-Retirement3 $1,098m $767m 100% 86% 22% 50% Commercial & Aveo Healthcare FKP Owned Villages RVG US Senior Living Industrial (ASX:AEH) $698m $87m $5m (Developments) $308m 1 $214m 4,145 ILUs 1,028 ILUs 2,832 ILUs 275 units, including 109 877
Slide 14: Aveo's Australian Retirement Village Locations
Aveo’s Australian Retirement Village Locations Under the Aveo brand, FKP remains committed to providing the highest quality of service to its residents. With 76 villages owned or managed, FKP maintains its leading position as one of the most experienced operators and largest owners of retirement vil
Slide 15: Operating Update
Operating Update Asset Sales $165 million of Property Trust assets sold over the last 12 months at or around book value 1 — All proceeds used to de-lever — $31.5 million Lonsdale Street asset sale at slight premium to book value — $28 million agreement for sale of an interest in 50% of the Milton
Slide 16: FKP – Executing on Strategy
FKP – Executing on Strategy 30-Jun-12 to 31-Dec-12 1-Jan-13 to 30-Jun-13 Post 30-Jun-13 $200m Entitlement Offer Sale of 465 Victoria Avenue, Announced intention to become a pure play Chatswood retirement operator Sale of 50% interest in Homemaker Centre at Sale of Browns Plains Village S
Slide 17: RVG – Executing on Strategy
RVG – Executing on Strategy Overview Selected Key Assets RVG is Australia’s only dedicated wholesale retirement Mix of 1, 2 and 3 bedroom apartments with fund which is capitalised largely by Australian and terraces and European fit-outs Melbourne offshore pension funds Completed in 2005 FKP
Slide 18: Operating Update – Retirement
Operating Update – Retirement Sales Activity Retirement Sales Volumes Q1 FY13 v FY14 Unit sales volumes outperformed prior comparative 160 periods in each month so far in FY14 140 Unit sales volumes for first quarter FY14 nearly double 120 141 sales for first quarter of FY13 100 Units Sales nu
Slide 19: Operating Update – Non-Retirement
Operating Update – Non-Retirement Residential Communities Residential market continues to recover with improved sales rates across all developments A second builders display village earmarked for Rochedale with interest from both new and existing builders Sales rates at Peregian Springs/Ridges
Slide 20: Financial Impact of Entitlement Offer
Financial Impact of Entitlement Offer
Slide 21: Entitlement Offer – Pro-forma Balance Sheet (unaudited)
Entitlement Offer – Pro-forma Balance Sheet (unaudited) Actual Pro-forma Adjustments Pro-forma Jun-13 Lonsdale St Sale Entitlement Offer 4 Jun-13 ($m) ($m) ($m) ($m) Assets Property Trust Assets 50.5 (31.0) - 19.5 Commercial & Industrial Developments 213.9 - - 213.9 Residential Communities 381.5 - -
Slide 22: Entitlement Offer – Balance Sheet Impact
Entitlement Offer – Balance Sheet Impact 700 31.5% (31.2) 600 (227.4) 500 19.3% 400 $m 655.0 300 200 396.4 100 - Net Debt at 30 June 2013 Lonsdale St Sale Entitlement Offer Pro-forma Net Debt Post Entitlement Offer NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 22
Slide 23: Banking Update
Banking Update Retirement Syndicate Facility FKP has received credit approval from the Syndicate lenders to extend the Retirement Syndicate facility with existing syndicate banks until 31 August 2015 $45 million pay-down to $205 million Development MOF Facility Extension of the Development Mul
Slide 24: Key Risk Factors
Key Risk Factors NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 24
Slide 25: Key Risks
Key Risks There are a number of factors which may have an impact on the future performance of FKP Property Group. Eligible securityholders should be aware that an investment in FKP Property Group has risks which are associated with investing in both property and listed securities. The future level o
Slide 26: Key Risks
Key Risks 1. General market risk Investors should be aware that the market price of Stapled Securities and the future distributions made to securityholders will be influenced by a number of factors that are common to most listed investments. At any point in time, these may include: the Australian
Slide 27: Key Risks
Key Risks 2.3 Risk of breaching debt covenants As at 30 June 2013, FKP Property Group was not in breach of any covenants under its debt facilities. Proceeds from the Capital Raising, and potential asset sales will, collectively, strengthen the FKP Property Group balance sheet. However, given the cur
Slide 28: Key Risks
Key Risks 2.7 Investment risk FKP Property Group holds interest in a range of funds and joint ventures. FKP Property Group also derives income from providing property and funds management services to these entities. A number of the funds and joint venture bank loans have gearing and other financial
Slide 29: Key Risks
Key Risks 2.9 Property investment risk Factors affecting investment property values include capitalisation and discount rates, growth outlooks, supply and demand, economic factors, environmental issues, native title claims, land resumptions and major infrastructure developments. Changes in market co
Slide 30: Key Risks
Key Risks 2.13 Competition Increased competition between retirement villages to levels not currently expected could adversely impact sales rates, DMF arrangements and/or capital growth rates for villages in the FKP Property Group portfolio. In relation to the DMF arrangements, the structure which FK
Slide 31: Key Risks
Key Risks 3. General business risk Securityholders will be exposed to risks associated with FKP Property Group business activities. The price at which Stapled Securities will trade on the ASX will be affected by the stock market participants’ view of these risks. These risks include: 3.1 Business st
Slide 32: Key Risks
Key Risks 3.6 Industrial disputes Industrial disputes can affect the supply of building materials or delay scheduled completion dates. This may adversely affect the sunset dates in pre-committed leases. This may impact FKP Property Group profits. 3.7 Regulatory risk FKP Property Group operates in a
Slide 33: Key Risks
Key Risks 3.10 Accounting standards Accounting standards may change from time to time. This may affect the reported earnings of FKP Property Group and financial position from time to time. 3.11 Dividends and distributions FKP Property Group's future dividend, distribution and franking levels will be
Slide 34: Timetable
Timetable NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 34
Slide 35: Indicative Timetable
Indicative Timetable Event Date Entitlement Offer announced 28 October 2013 Institutional Entitlement Offer opens 28 October 2013 Institutional Entitlement Offer closes 29 October 2013 Institutional bookbuild 29 October 2013 Stapled Securities recommence trading on ASX 30 October 2013 Record date fo
Slide 36: Appendices
Appendices NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 36
Slide 37: Appendices
Appendices Appendix i Selling Restrictions Appendix ii Ineligible Securityholders Appendix iii Arrangements with Mulpha and Potential Effects on Control Appendix iv Relevant Interests in Convertible Notes NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 37
Slide 38: Selling Restrictions
Selling Restrictions This document does not constitute an offer of New Stapled Securities in any jurisdiction in which it would be unlawful. New Stapled Securities may not be offered or sold in any country outside Australia except to the extent permitted below. Hong Kong WARNING: This document has n
Slide 39: Selling Restrictions
Selling Restrictions Norway This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of t
Slide 40: Selling Restrictions
Selling Restrictions United Kingdom Neither the information in this document nor any other document relating to the Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets
Slide 41: Appendices
Appendices Appendix i Selling Restrictions Appendix ii Ineligible Securityholders Appendix iii Arrangements with Mulpha and Potential Effects on Control Appendix iv Relevant Interests in Convertible Notes NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 41
Slide 42: Ineligible Securityholders
Ineligible Securityholders Nominee to administer Ineligible Securityholder entitlements Some Stapled Securityholders as determined by FKP are not eligible to participate in the Entitlement Offer due to securities law restrictions on the offer of Stapled Securities in certain jurisdictions (Ineligi
Slide 43: Appendices
Appendices Appendix i Selling Restrictions Appendix ii Ineligible Securityholders Appendix iii Arrangements with Mulpha and Potential Effects on Control Appendix iv Relevant Interests in Convertible Notes NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 43
Slide 44: Arrangements with Mulpha and Potential Effects on Control
Arrangements with Mulpha and Potential Effects on Control Mulpha owns approximately 26.2% of the Stapled Securities on issue prior to the Entitlement Offer, has entered into a sub‐underwriting agreement with the underwriter of the Entitlement Offer. Pursuant to that agreement, Mulpha has agreed to s
Slide 45: Appendices
Appendices Appendix i Selling Restrictions Appendix ii Ineligible Securityholders Appendix iii Arrangements with Mulpha and Potential Effects on Control Appendix iv Relevant Interests in Convertible Notes NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 45
Slide 46: Relevant Interests in Convertible Notes
Relevant Interests in Convertible Notes As at 25 October 2013, an affiliate(s) of the underwriter has a non-material interest, as principal, in the 8.00 per cent guaranteed convertible notes due 2016, issued by FKP Property Group (Existing Notes) and if some or all of its Existing Notes are redeemed
Slide 47: FKP Property Group
FKP Property Group Level 5, 99 Macquarie Street Sydney NSW 2000 T: +61 2 9270 6100 www.fkp.com.au NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 47
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