Goodman New Zealand Limited & Goodman Property Services Limited Units · NZX:GNZ
Goodman New Zealand Limited & Goodman Property Services Limited Units — Goodman Property Trust — Merger or Acquisition (December 2012)
31 slides from Goodman New Zealand Limited & Goodman Property Services Limited Units's merger presentation, Dec 7, 2012
Slide 1: Extraordinary Meeting
Extraordinary Meeting+ Goodman Property Trust Title Date Millennium Centre, New Zealand
Slide 2: Introduction
Introduction+ Keith Smith 1
Slide 3: Meeting Objectives
Meeting Objectives + Consider the acquisition of the remaining interests in Highbrook Business Park + Vote on a resolution to approve the transaction 2
Slide 4: Directors and Executives
Directors and Executives + Andy Eakin, Chief Financial Officer + Phil Pryke, Non-executive Director + Leonie Freeman, Independent Director + Peter Simmonds, Independent Director + Susan Paterson, Independent Director + John Dakin, Chief Executive Officer and Executive Director + Greg Goodman, Non-ex
Slide 5: Trustee and Advisors
Trustee and Advisors + Trustee, Corporate Trust Limited + Legal Advisor, Russell McVeagh + Auditors, PricewaterhouseCoopers + Tax Advisor, KPMG + Financial Advisor, Macquarie Capital (NZ) Limited + Independent Appraiser, Deloitte 4
Slide 6: Introduction and Formalities
Introduction and Formalities+ + Quorum + Notice of Meeting 5
Slide 7: Proxies and Voting Procedures
Proxies and Voting Procedures + Proxies appointing the Chairman, Directors and others have been received from 1,141 Unitholders representing 305,184,059 Units + 98.9% of these proxy votes are in favour of the resolution, 0.9% against and 0.2% are discretionary 6
Slide 8: Highbrook Business Park
Highbrook Business Park New Zealand's premier business estate 7
Slide 9: Current Ownership Structure
Current Ownership Structure Highbrook Business Park Highbrook Development Limited Highbrook Business Park Limited 8
Slide 10: Transaction Highlights
transaction highlights+ Transaction Highlights $187m 100% Enhanced total investment ownership of Highbrook portfolio Business Park post transaction 9
Slide 11: Acquisition Consideration
Acquisition Consideration + Goodman Group $74.7 million consideration All consideration paid in units 50% of the units issued now and 50% in 3 years + Fisher $112.0 million consideration paid now 50% in units and 50% in cash Note: The issue price of the units to be paid to Goodman Group and Fisher i
Slide 12: Earnings Impact – FY13
Earnings Impact – FY13 + Pre-tax distributable earnings maintained at around 8.2 cents per unit + Cash distributions (tax paid) expected to total 6.25 cents per unit 11
Slide 13: Equity Highlights
transaction Equity highlights+ Initiatives $60m $20m Funds new equity raised targeted through acquisition through private Unit Purchase Plan and future development placement (capped at $30m) activity 12
Slide 14: John Dakin, Chief Executive Officer
John Dakin+ Chief Executive Officer 13
Slide 15: Highbrook Business Park – Overview
Highbrook Business Park – Overview + Strategic location + 50 businesses + 30 purpose built facilities 14
Slide 16: Highbrook Business Park
Highbrook Business Park 15
Slide 17: Highbrook Business Park – Profile
Highbrook Business Park – Profile A world + Award class winning business masterplan park Complete Expected business completion community value in excess of $1.2 billion 16
Slide 18: Highbrook Business Park
Highbrook Business Park + Premium quality assets + Stronger income and value growth profile + Modern facilities 17
Slide 19: Improved Asset Diversity
Improved Asset Diversity Asset diversification: pre Acquisitions Asset diversification: post Acquisitions Note: These charts represent the portfolio upon completion of all commenced development and infrastructure projects 18
Slide 20: Development Activity
Development Activity + Land weighting of around 12% post transaction + Broadens customer base + Grows rental income + Enhances the quality and value of the portfolio 19
Slide 21: Development Highlights
transaction highlights+ Development 55ha of remaining land 270,000 8.5% sqm of industrial and GMT’s average at Highbrook business space still to yield on total cost be built at Highbrook 20
Slide 22: Highbrook – Site Map
Highbrook – Site Map+ 01 Corporate Express 18 Lollipops Childcare 02 Scalzo 19 Cottonsoft 03 PaperlinX 20 The Junction Units 04 Viridian 21 GEON 05 NALCO 22 DHL 06 Steel and Tube 23 IBM 07 Stanley Black & Decker 24 Schneider Electric 08 Plytech 25 Blackwoods Paykels 09 The Ford Building 26 Contract
Slide 23: Construction Progress
Construction Progress 22
Slide 24: Other Highlights
transaction Other highlights+ benefits Greater 33.9% $1.3b operational postlevel debt transaction post market capitalisation flexibility post transaction transaction on a pro-forma basis at expected post transaction post transaction 30 September 2012 23
Slide 25: Summary
Summary + Unique asset + 100% ownership + Enhances portfolio + Principal driver of GMT’s future investment returns 24
Slide 26: Formal Business
Formal Business+ 25
Slide 27: Resolution
Resolution + An extraordinary resolution to approve: (a) the Acquisitions; and (b) the issue of Units pursuant to the Acquisitions, and the issue price of those Units, on the terms and conditions set out in the Explanatory Memorandum + 98.9% of the 305,184,059 proxy votes received are in favour of t
Slide 28: Recommendation
Recommendation + The Independent Directors unanimously recommend that Unitholders vote in favour of the Resolution + The Independent Appraiser considers the terms and conditions of the Transaction are fair to the Non- associated Unitholders 27
Slide 29: Procedure for Questions
Procedure for Questions + The floor is now open for questions 28
Slide 30: Voting and Closure
Voting and Closure + We will now proceed to a poll and formally conclude the meeting + Thank you for your attendance and participation today + The voting result will be announced to the NZX in due course 29
Slide 31: Thank you
Thank you+ Important Notice This presentation has been prepared by Goodman (NZ) Limited as the manager of Goodman Property Trust (“GMT”). The details in this presentation provide general information only. It is not intended as investment or financial advice and must not be relied upon as such. You s
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