Bwp Trust · ASX:BWP
Bwp Trust — Merger or Acquisition (January 2024)
20 slides from Bwp Trust's merger presentation, Jan 24, 2024
Slide 1: Proposed merger of BWP Trust and Newmark Property REIT
Proposed merger of BWP Trust and Newmark Property REIT 24 January 2024
Slide 2: Disclaimer
Disclaimer > This investor presentation (Presentation) has been prepared by Information on Newmark Property REIT You should consider carefully the information set out in this BWP Management Limited ACN 082 856 424 as responsible entity for Presentation in evaluating the forward-looking statements se
Slide 3: Disclaimer (continued)
Disclaimer (continued) Not an offer Past performance > This Presentation, including the information contained in this > This Presentation includes information regarding the past disclaimer, is not a prospectus, product disclosure statement or other performance of BWP. Investors should be aware that
Slide 4: Acknowledgement of Country
Acknowledgement of Country We acknowledge the Traditional Owners of Country throughout Australia and their continuing connection to lands and waterways upon which we depend. We pay our respects to their Elders, past and present. 4 PROPOSED MERGER OF BWP TRUST AND NEWMARK PROPERTY REIT
Slide 5: BWP Trust to merge with Newmark Property REIT
BWP Trust to merge with Newmark Property REIT > BWP Management Limited as responsible entity for BWP Trust (BWP) has entered into a Bid Implementation Deed (BID) with Newmark REIT Management Limited as responsible entity of Newmark Property REIT (NPR) in relation to a proposed merger transaction Mer
Slide 6: Transaction rationale and benefits for BWP unitholders
Transaction rationale and benefits for BWP unitholders Larger $3.5 billion Highly complementary Platform for income Enhanced Leveraging and portfolio with portfolios with further and capital growth diversification and maintaining strong increased scale and exposure to quality improved lease expiry c
Slide 7: Larger $3.5 billion portfolio with increased scale and relevance
Larger $3.5 billion portfolio with increased scale and relevance > Continuation of BWP’s ongoing strategy to create long-term value through the addition of nine quality large format retailing assets, predominantly leased to Bunnings, creating a $3.5 billion portfolio of 84 geographically diversified
Slide 8: Highly complementary portfolios with further exposure to quality tenants
Highly complementary portfolios with further exposure to quality tenants > NPR assets are 73.0% leased to Wesfarmers tenants including Bunnings, Officeworks and Kmart1 > Upon implementation of the Merger Proposal, BWP’s portfolio will comprise 82.0% Wesfarmers tenants1 % of portfolio consisting of W
Slide 9: Platform for income and capital growth
Platform for income and capital growth > BWP has demonstrated a prudent and disciplined approach to acquisitions and developments – with a proven track record of generating above market returns for investors over the long term > The Merger Proposal is consistent with BWP’s core purpose of providing
Slide 10: Enhanced diversification and improved lease expiry profile
Enhanced diversification and improved lease expiry profile > The NPR properties will further enhance BWP’s asset diversification, maintain geographic diversity and improve BWP’s weighted average lease expiry and occupancy profile No. of No. of WALE1 and occupancy² by portfolio and BWP pro forma Stat
Slide 11: Leveraging and maintaining strong capital structure
Leveraging and maintaining strong capital structure > Merger Proposal enables BWP to maintain a conservatively geared balance sheet to provide continued financial flexibility to undertake capital improvements to existing properties and consider further acquisition opportunities > Pro forma gearing w
Slide 12: Key features of the Merger Proposal for NPR securityholders
Key features of the Merger Proposal for NPR securityholders Merger Structure > Merger Proposal to be implemented via an off-market takeover Merger > NPR securityholders to receive 0.4 BWP units for every 1.0 NPR security held, representing an implied price of $1.39 per NPR security based Considerati
Slide 13: Key dates for the Merger Proposal
Key dates for the Merger Proposal Announcement date 24 January 2024 BWP and NPR respective 2024 half-year results 7 February 2024 Lodgement of Bidder’s Statement with ASIC Mid-February 2024 Timing1 Despatch of Bidder’s Statement to NPR securityholders Mid-February 2024 Offer opens Mid-February 2024
Slide 14: Update on BWP Distribution Reinvestment Plan
Update on BWP Distribution Reinvestment Plan > As a result of the Merger Proposal, and consistent with the Terms of the Distribution Reinvestment Plan (“DRP”), the Directors have determined to suspend the DRP in respect of the interim distribution for the six month period ended 31 December 2023 > Un
Slide 15: Questions
Questions Image: Bunnings Centre Warragul, VIC 15 PROPOSED MERGER OF BWP TRUST AND NEWMARK PROPERTY REIT
Slide 16: Contact details
Contact details For further information, please contact: Mark Scatena Managing Director BWP Management Limited Telephone: +61 8 9327 4356 E-mail: investorrelations@bwptrust.com.au 16 PROPOSED MERGER OF BWP TRUST AND NEWMARK PROPERTY REIT
Slide 17: Appendices
Appendices Appendix A: Pro Forma Balance Sheet Appendix B: NPR portfolio overview Image: Bunnings Preston, VIC 17 PROPOSED MERGER OF BWP TRUST AND NEWMARK PROPERTY REIT
Slide 18: Appendix A: Pro Forma Balance Sheet
Appendix A: Pro Forma Balance Sheet BWP (Unaudited, NPR (Unaudited, Impact of the Merger BWP Pro Forma Pro forma Balance Sheet (A$m)1 December 2023)1 December 2023)1 Proposal (December 2023) Investment properties 2,973 572 3,545 Other assets 25 10 35 Total assets 2,998 582 3,579 Borrowings (514) (27
Slide 19: Appendix B: NPR portfolio overview
Appendix B: NPR portfolio overview Total GLA or % Bunnings Land area Retail Area Annual rent1 WALE1 Valuation1 Wesfarmers lease start (sqm) (sqm) tenants² date Preston, Victoria • Freestanding Bunnings opened in June 2023 $77.0 Preston • Flagship store with undercroft car parking 20,528 18,612 $3.7
Slide 20: Appendix B: NPR portfolio overview
Appendix B: NPR portfolio overview Total GLA or % Bunnings Land area Retail Area Annual rent1 WALE1 Valuation1 Wesfarmers lease start (sqm) (sqm) tenants² date Lake Haven, New South Wales • New format freestanding Bunnings with car parking Preston undercroft 23,970 16,313 $2.5 million 7.4 years $50.