Arena Reit · ASX:ARF
Arena Reit — Shareholder Meeting (December 2014)
39 slides from Arena Reit's shareholder meeting presentation, Dec 5, 2014
Slide 1: Chairman's address
ASX Announcement For personal use only Arena REIT No. 1 and Arena REIT No. 2 General Meeting Chairman’s address 5 December 2014 11.00am Chairman’s address Good morning ladies and gentlemen and welcome to a meeting of investors of Arena REIT No. 1 and Arena REIT No. 2, together to be referred to as A
Slide 2: Why has this meeting been convened?
We will then take questions on the presentation and the proposed resolutions before For personal use only we move to the formal business of the meeting, being consideration and voting on the two sets of three resolutions for each of Arena REIT No. 1 and Arena REIT No. 2 to which I have already refer
Slide 3: Conditions Precedent and formal business
Conditions Precedent For personal use only At the time of issuing the Meeting Booklet, the Internalisation Proposal was subject to several precedent conditions required to be satisfied prior to this meeting. I am pleased to report that all conditions with the exception of the investor approvals bein
Slide 4: Resolutions for Arena REIT No. 1
Being ordinary resolutions, each resolution will be passed if 50% or more of the votes For personal use only cast by investors present (in person or by proxy) and eligible to vote are cast in favour of the resolution. I will now deal with the resolutions for Arena REIT No. 1. Resolution 1 for Arena
Slide 5: Resolutions for Arena REIT No. 2
For personal use only I will now deal with the resolutions for Arena REIT No. 2. Resolution 1 for Arena REIT No. 2: Internalisation Proposal This resolution is identical to Resolution 1 for Arena REIT No. 1 except that it relates to Arena REIT No. 2, and is as follows: “THAT, subject to and conditio
Slide 6: Proxy voting results
Proxy voting results1 For personal use only I advise that the proxy voting results for Resolution 1 for Arena REIT No. 1 are as follows: 130,927,430 votes representing 98.1 percent of eligible votes cast have been cast in favour 2,329,234 votes representing 1.7 percent of eligible votes cast are
Slide 7: Proxy voting results Arena REIT No. 2
18,559,453 votes representing 98.0 percent of eligible votes cast have been For personal use only cast in favour 335,148 votes representing 1.8 percent of eligible votes cast are undirected 38,154 votes representing 0.2 percent of eligible votes cast have been cast against I will cast all undi
Slide 8: Voting cards and counting of votes
Each eligible investor or proxy holder should have received a yellow voting card on For personal use only registration. For your votes to be counted in these polls you must now complete your voting cards. Please note that visitors holding white cards and investors holding red cards are not entitled
Slide 9: Internalisation Proposal Investor meeting
For personal use only Arena REIT (ASX Code ARF) Internalisation Proposal Investor meeting Creating enhanced alignment and competitive advantages 5 December 2014 arenainvest.com.au
Slide 10: A. Chairman's introduction
For personal use only A. Chairman’s introduction
Slide 11: Welcome: Arena Investment Management Board
1 Welcome Arena Investment Management Board For personal use only Independent non-executive Executive Directors Directors David Simon Dennis Bryce James Ross Parsons Wildenburg Mitchelson Goodwin
Slide 12: Agenda
2 For personal use only Agenda A Chairman’s introduction 2 David Ross B Management presentation 7 Chairman C Questions 15 Arena Investment Management D Formal business 16 E Proxy voting & voting process 23 F Counting of votes 26 Bryce Mitchelson G Voting results 27 Joint Managing H Meeting close 29
Slide 13: Why has the meeting been called?
3 Why has the meeting been called? • To consider the proposal presented to investors in the Notice of Meeting and For personal use only Explanatory Memorandum dated 4 November 2014 and vote on the following resolutions: 1. “That ... the Internalisation Proposal ... be approved”. 2. “That … upon the
Slide 14: Conditions precedent
4 Conditions precedent • Internalisation Proposal can not proceed without following conditions being met: For personal use only Condition Independent Expert (KPMG) opinion has not changed, been modified or withdrawn. . ASIC relief granted. ASX waivers and confirmations granted. ARML offered a draft
Slide 15: B. Management presentation
For personal use only B. Management presentation
Slide 16: Internalisation overview
1 Internalisation overview Key elements of the Proposal For personal use only The Proposal involves: • Consideration - implied purchase price of approximately $10.7 million for ARF and wholesale funds management rights plus net asset adjustments of approximately $0.8 million • No change in social in
Slide 17: Benefits
2 Benefits Distribution guidance upgrade Earnings growth competitive advantage For personal use only Enhanced alignment Potential new investors Upgraded FY15 distribution guidance
Slide 18: Why you might vote against
3 Why you might vote against Disadvantages / risks For personal use only Change in ARF’s risk profile as a consequence of owning the management entity Pro forma1 gearing increased (from 34.9% to 36.7%) ARF’s pro forma net assets per security will reduce from $1.125 to $1.122. Pro- forma1 net tangibl
Slide 19: Managing Director's Long Term Incentive for FY15
4 Managing Director’s Long Term Incentive for FY15 Designed in line with market practice For personal use only • LTI Plan forms part of the total Performance Hurdle 1: Relative total shareholder remuneration structure. return (TSR) • For FY15, max LTI opportunity New ARF’s percentile ranking Proport
Slide 20: Independent Expert Opinion
5 Independent Expert Opinion Assessed valuation higher than consideration For personal use only • Copy of IE report provided in meeting booklet.1 • KPMG Corporate Finance’s valuation of the management rights: $ million Status Growth Quo1 Scenario2 NPV of financial benefit 12.9 16.5 Consideration pai
Slide 21: Independent Directors' Recommendation
6 Independent Directors’ Recommendation Unanimous recommendation in favour For personal use only • The Independent Directors believe the Internalisation of management will enhance alignment of management and Investors’ interests and better position Arena REIT to create future value for investors. Th
Slide 22: Transaction timetable
7 Transaction timetable Next steps For personal use only 2014 8 December Last day of ASX trading in existing stapled securities 9 December • Admission of New ARF to official list of ASX • New Stapled Securities commence trading on ASX (deferred settlement) 11 December • Stapling Record Date • Last d
Slide 23: C. Questions
For personal use only C. Questions
Slide 24: D. Formal business
For personal use only D. Formal business
Slide 25: Arena REIT No.1 Resolution 1: Internalisation Proposal
1 Arena REIT No.1 Resolution 1: Internalisation Proposal For personal use only Resolution 1 is an ordinary resolution and is as follows: “THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, the Internalisation Proposal,
Slide 26: Arena REIT No.1 Resolution 2: Change of Responsible Entity
2 Arena REIT No.1 Resolution 2: Change of Responsible Entity For personal use only Resolution 2 is an ordinary resolution and is as follows: “THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, upon the retirement of Ar
Slide 27: Arena REIT No.1 Resolution 3: Long Term Incentive
3 Arena REIT No.1 Resolution 3: Grant of Long Term Incentive to Managing Director For personal use only Resolution 3 is an ordinary resolution and is as follows: “THAT, subject to and conditional on all other Resolutions set out in the notice convening this Meeting being passed, approval is given fo
Slide 28: Arena REIT No.2 Resolution 1: Internalisation Proposal
4 Arena REIT No.2 Resolution 1: Internalisation Proposal For personal use only Resolution 1 is an ordinary resolution and is as follows: “THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, the lnternalisation Proposal,
Slide 29: Arena REIT No.2 Resolution 2: Change of Responsible Entity
5 Arena REIT No.2 Resolution 2: Change of Responsible Entity For personal use only Resolution 2 is an ordinary resolution and is as follows: “THAT, subject to and conditional on the other Internalisation Resolutions set out in the notice convening this Meeting being passed, upon the retirement of Ar
Slide 30: Arena REIT No.2 Resolution 3: Long Term Incentive
6 Arena REIT No.2 Resolution 3: Grant of Long Term Incentive to Managing Director For personal use only Resolution 3 is an ordinary resolution and is as follows: “THAT, subject to and conditional on all other Resolutions set out in the notice convening this Meeting being passed, approval is given fo
Slide 31: E. Proxy voting and voting process
For personal use only E. Proxy voting and voting process
Slide 32: Proxy voting results
1 Proxy voting results Vote type Resolution 1 Resolution 2 Resolution 3 For personal use only Number of % of Number of % of eligible Number of % of votes1 eligible votes1 votes cast votes1 eligible votes cast votes cast Arena REIT No.1 For 130,927,43 98.1 130,927,430 98.1 127,229,737 97.6 0 Against
Slide 33: Voting procedures
2 For personal use only Voting procedures Now go to poll • All resolutions will now go to a poll. • Counting of votes will then take place • We will then reconvene the meeting to announce the outcome of the polls . Voting • Each investor/proxy holder must complete their yellow voting card. • The sum
Slide 34: F. Counting of votes
For personal use only F. Counting of votes
Slide 35: G. Final voting results
For personal use only G. Final voting results
Slide 36: Final voting results
1 Final voting results Vote type Resolution 1 Resolution 2 Resolution 3 For personal use only Number of % of Number of % of eligible Number of % of votes1 eligible votes1 votes cast votes1 eligible votes cast votes cast Arena REIT No.1 For Against Arena REIT No.2 For Against 1. Calculated in accorda
Slide 37: H. Meeting close
For personal use only H. Meeting close
Slide 38: Important Note
Important Note This document has been prepared by Arena Investment Management Limited ACN 077 235 879 AFSL No. 233190 (“Arena”) as For personal use only responsible entity of Arena REIT No. 1 and Arena REIT No.2. The information contained in this document is current only as at the date of this docum
Slide 39: For personal use only
For personal use only