Growthpoint Properties Australia · ASX:GOZ

Growthpoint Properties Australia — Merger or Acquisition (December 2011)

47 slides from Growthpoint Properties Australia's merger presentation, Dec 20, 2011

  1. Slide 1: Property Acquisitions and Capital Raising

    For personal use only Growthpoint Properties Australia Property Acquisitions and Capital Raising 20 DECEMBER 2011

  2. Slide 2: Important Information

    IMPORTANT INFORMATION For personal use only This presentation has been prepared by Growthpoint Properties Australia Limited ACN 124 093 901 (both in its capacity as responsible entity of Growthpoint Properties Australia Trust ARSN 120 121 002 and in its own capacity). In receiving this presentation,

  3. Slide 3: Important Information: Forward-looking statements

    IMPORTANT INFORMATION For personal use only Future performance and forward looking statements This presentation contains certain “forward-looking statements”. The words “anticipate”, “believe”, “expect”, “project”, “predict”, ”forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “tar

  4. Slide 4: Important Information: Not for distribution in the United States

    IMPORTANT INFORMATION For personal use only Not for distribution or release in the United States This presentation, including the information contained in this Important Notice, is not a prospectus or a product disclosure statement and does not form part of any offer, invitation or recommendation in

  5. Slide 5: Contents

    For personal use only CONTENTS 1. Introduction 2. Overview of Acquisitions 3. Impact on GOZ 4. Rights Offer Overview 5. Key Risks 6. Glossary and Notes

  6. Slide 6: 1. Introduction

    For personal use only 1. Introduction

  7. Slide 7: Executive Summary

    EXECUTIVE SUMMARY Page reference For personal use only  Acquisition1 of three income producing properties and a development site 48% pre-committed to Fox Sports (the Acquisitions) for 12-13 a total consideration of approximately $289.5 million2, comprising:  333 Ann Street, Brisbane, Queensland (3

  8. Slide 8: Impact on GOZ

    IMPACT ON GOZ For personal use only Before Acquisitions, After Acquisitions and assuming Energex Nundah completion of Development Change is complete Projects Number of properties 36 40 4 Pro forma Property assets3 $1,240.2 million $1,543.8 million10 24.5% Pro forma Net assets3 $582.9 million $745.7

  9. Slide 9: Why Invest in GOZ?

    WHY INVEST IN GOZ? For personal use only  Average building age of portfolio is 5 years, including five newly built Green Buildings  Diversified by geography and sector Asset quality  Strategic assets for tenants, including purpose built distribution centres and corporate head office complexes  F

  10. Slide 10: GOZ Peer Group Comparable

    GOZ PEER GROUP COMPARABLE11 For personal use only Gearing14 Distribution Yield FY12 60.0% 12.0% 10.5% 49.7% 50.0% 47.0% 10.0% 9.2% 8.0% 8.0% 8.3% 39.1% 7.5% 40.0% 8.0% 32.4% 6.6% 6.2% 30.0% 26.4% 27.1% 6.0% 20.5% 20.0% 17.0% 4.0% 2.0% 10.0% 0.0% 0.0% 15 3,4 CPA IOF BWP CQR Average CDI GOZ CMW BWP IO

  11. Slide 11: 2. Overview of Acquisitions

    For personal use only 2. Overview of Acquisitions

  12. Slide 12: Summary of the Acquisitions

    SUMMARY OF THE ACQUISITIONS For personal use only  GOZ has entered into contracts1 to acquire three income producing assets and a development site 48% pre- committed to Fox Sports for a total consideration of $289.5 million2, exclusive of costs  The Acquisitions will be funded by:  a $105.0 milli

  13. Slide 13: Transaction Rationale

    TRANSACTION RATIONALE For personal use only 333 ANN STREET CB1 & CB2  Asset being acquired on a Passing Yield of 9.1%  Synergies created by owning all SW1 assets and car park  Modern, fully occupied, well-built building  Asset management opportunities, particularly in reducing outgoings and impr

  14. Slide 14: Ann Street, Brisbane, QLD

    333 ANN STREET, BRISBANE, QLD1 For personal use only Property description A-grade, Brisbane CBD office building of 24 levels Lettable area 16,476m2 (typical floor plate 867m2) Site area 1,563m2 Car parks 92 spaces (1:179m2) Title Freehold Constructed 2008 Occupancy 100% Runge Limited (26.3%) Major t

  15. Slide 15: Ann Street, Brisbane, QLD: Rent review and lease expiry

    333 ANN STREET, BRISBANE, QLD For personal use only Rent review type 37% 63% 4.5% annual rent review 4.0% annual rent review Lease Expiry Profile 70% 65% 60% 50% 40% 30% 17% 20% 13% 10% 5% 0% Vacant FY12 FY13 FY14 FY15 FY16 FY17+ Property Acquisitions and Capital Raising – December 2011 Page 15

  16. Slide 16: CB1 & CB2, SW1, South Brisbane, QLD

    CB1 & CB2, SW1, SOUTH BRISBANE, QLD1 For personal use only A-grade, Brisbane CBD fringe office buildings of 9 and 6 Property description levels respectively and 2 levels of basement parking Lettable area 18,159m2 (CB1 – 11,561m2 / CB2 – 6,598m2) Site area 8,930m2 (CB1 – 5,772m2 / CB2 – 3,158m2) Car

  17. Slide 17: CB1 & CB2 Lease Expiry Profiles

    CB1 & CB2, SW1, SOUTH BRISBANE, QLD For personal use only CB1 Lease Expiry Profile17 80% 70% 70% 60% 50% 40% 30% 20% 12% 12% 10% 6% 0% Vacant FY12 FY13 FY14 FY15 FY16 FY17+ CB2 Lease Expiry Profile17 100% 84% 80% 60% 40% CB1 AND CB2 A1 and A4 already owned by GOZ 20% 13% 0.5% 3% 0% Vacant FY12 FY13

  18. Slide 18: Brisbane Market Overview

    BRISBANE MARKET OVERVIEW For personal use only Queensland’s economy is performing well… With decreasing vacancies… QLD VS. NATIONAL GDP GROWTH BRISBANE CBD OFFICE MARKET VACANCY BY GRADE 10.00% National GDP National 12 month cumulative growth 15.0 8.00% Qld GDP Qld 12 month cumulative growth 12.5 Va

  19. Slide 19: Building C, Gore Hill Technology Park, NSW

    BUILDING C, GORE HILL TECHNOLOGY PARK, NSW1 For personal use only Property description A-grade, North Shore office building of 8 levels, under construction GOZ will purchase the land under a contract of sale and enter into a Transaction structure Delivery Agreement for the development of an A-grade

  20. Slide 20: Building C, Gore Hill: Development Fee adjustment

    BUILDING C, GORE HILL TECHNOLOGY PARK, NSW For personal use only Passing Yield 8.1% on completion (based on the current tenancy position and purchase price which is subject to a price adjustment) Passing Net Income $6,720,730 p.a. (based on the current tenancy position and including the 5 year renta

  21. Slide 21: Building C, Gore Hill Technology Park, NSW

    BUILDING C, GORE HILL TECHNOLOGY PARK, NSW For personal use only Fox Sports Development Gore Hill Technology Park Artist impression only Property Acquisitions and Capital Raising – December 2011 Page 21

  22. Slide 22: North Shore, NSW Market Overview

    NORTH SHORE, NSW MARKET OVERVIEW For personal use only North Shore/St Leonards/Crows Nest North Shore vacancy rates  St Leonards/Crows Nest is within the North Shore market and is Sydney’s fourth largest fringe office market comprised of 366,461sqm of office space  Vacancy rates have continued to

  23. Slide 23: 3. Impact on GOZ

    For personal use only 3. Impact on GOZ

  24. Slide 24: Portfolio Impact Summary

    PORTFOLIO IMPACT SUMMARY For personal use only Sector diversity (post Acquisition)3 Key Portfolio Metrics3 47% Number of assets 40 Number of tenants 85 Portfolio Value $1,543.8 million10 53% Portfolio WALE5 7.8 years Industrial Office Portfolio Occupancy 100.0%7 Geographic diversity (post Acquisitio

  25. Slide 25: Tenant Profile by Rent

    TENANT PROFILE BY RENT24 For personal use only Major Tenant % Rental WALE Lease expiry profile (post Acquisitions7,24) Income 100.0% Woolworths Limited 30% 90.0% GE Capital Finance Australasia 7% 80.0% 73% Coles Group Limited 5% 70.0% Sinclair Knight Merz 4% 60.0% 50.0% Energex 4% 40.0% Star Track E

  26. Slide 26: Financial Impact on GOZ Distributions

    FINANCIAL IMPACT ON GOZ DISTRIBUTIONS For personal use only  FY12 pro forma distribution guidance of 17.58,25 cents per FY12 DPS Guidance existing Stapled Security reaffirmed 17.6  New Stapled Securities issued under the Rights Offer will 17.5 17.5 17.5 receive a pro rata half year distribution in

  27. Slide 27: Financial Impact on Net Tangible Assets and Gearing

    FINANCIAL IMPACT ON NET TANGIBLE ASSETS AND GEARING For personal use only Pro forma NTA per Stapled Security3,28  Pro forma NTA3,28 of $1.97 per Stapled Security $2.05  Pro forma Gearing3 reduces from 50.5% to 49.7% $2.00 $2.00 $1.97  Pro forma LVR3 reduces from 51.6% to 50.6% $1.95 $1.90 $1.85 $

  28. Slide 28: Impact on Market Capitalisation and Free Float

    IMPACT ON MARKET CAPITALISATION AND FREE FLOAT For personal use only Market Capitalisation and Free Float  Market Capitalisation increases from $554.6 million to $721.0 million 800.0 700.0  Free Float increase of up to approximately $281.0 $281.0 million9 600.0 500.0 $216.2 $million 400.0 $440.0 3

  29. Slide 29: Pro Forma Balance Sheet

    PRO FORMA BALANCE SHEET For personal use only Pro forma post Acquisitions, Rights As at 30 June 2011 Pro forma post Energex Pro forma Balance Sheet Issue and completion of Nundah completion Development Projects $m $m $m Assets Cash 24.1 24.1 24.1 Investment properties10 1,157.7 1,240.230 1,543.8 Oth

  30. Slide 30: Debt Terms

    DEBT TERMS For personal use only  GOZ has obtained credit approval from its banking syndicate to increase its Syndicated Debt Facility by $105.0 million to a Summary of facilities total facility size of $765.0 million  As part of the increase, GOZ has also obtained approval to Syndicated facility

  31. Slide 31: 4. Rights Offer Overview

    For personal use only 4. Rights Offer Overview

  32. Slide 32: Rights Offer Overview

    RIGHTS OFFER OVERVIEW For personal use only  $166.4 million renounceable Rights Offer of 3 New Stapled Securities for every 10 Stapled Securities held by eligible Offer metrics Securityholders on the Record Date (30 December 2011), at $1.90 per New Stapled Security Issue Price $1.90  Growthpoint S

  33. Slide 33: Sources and Applications of Funds

    SOURCES AND APPLICATIONS OF FUNDS For personal use only  The Acquisitions and associated costs will be funded by an extension of the existing Syndicated Debt Facility, a new Bilateral Facility and the Rights Offer36 Sources millions Applications millions Equity $166.4 Property Acquisitions $289.52

  34. Slide 34: Rights Offer Timetable

    RIGHTS OFFER TIMETABLE For personal use only Event Indicative Date Rights Offer announced via the ASX 20 December 2011 Last date of trading before Stapled Securities trade ex the Rights entitlement 21 December 2011 Ex-date for Rights and Rights Trading Period commences 22 December 2011 Rights Offer

  35. Slide 35: 5. Key Risks

    For personal use only 5. Key Risks

  36. Slide 36: Key Risks Summary

    KEY RISKS SUMMARY For personal use only  Market Perception Risk  Property Market Risks  Acquisitions  Debt Covenants  Trust Taxation Status  Litigation and Disputes  Property Valuation Risk  Regulatory Issues and Changes in Law  Buildings Condition and Defects  Fox Sports Development  Pro

  37. Slide 37: Key Risks

    KEY RISKS For personal use only Market Perception Risk  Changes to the unit holder composition could impact Growthpoint Properties  The extent to which the Rights Offer enhances value for Securityholders depends Australia Trust and its subsidiary entities’ ability to utilise prior and current year

  38. Slide 38: Key Risks

    KEY RISKS For personal use only Capital Expenditure Property Market Risks  There is a risk that unforeseen capital expenditure may be required under the  The Group will be subject to the prevailing property market conditions in the terms of the current property leases. This may in turn impact the

  39. Slide 39: Key Risks

    KEY RISKS For personal use only Employees and Directors Land values  The Group is reliant on retaining its key directors, senior executives and other  Events may occur from time to time that affect the value of land which may then employees. The loss of any director, senior executive employee or k

  40. Slide 40: 6. Glossary and Notes

    For personal use only 6. Glossary and Notes

  41. Slide 41: Glossary

    GLOSSARY For personal use only CB1 – SW1 100 Melbourne Street, South Brisbane, CB1 $ Australian dollars Queensland 333 Ann Street 333 Ann Street, Brisbane, Queensland CB2 – SW1 100 Melbourne Street, South Brisbane, CB2 Queensland The acquisitions of 333 Ann Street, CB1 & CB2 and Fox Acquisitions Spo

  42. Slide 42: Glossary

    GLOSSARY For personal use only Half Year (1 July to 31 December or 1 January to Existing HY Any registered holders of Stapled Securities 30 June) Securityholders Index S&P/ASX 300 A-REIT Index Fox Sports Premier Media Group Pty Ltd The issue of New Stapled Securities under the Issue Rights Offer Bui

  43. Slide 43: Glossary

    GLOSSARY For personal use only NOI Net operating income The rights to New Stapled Securities issued Rights pursuant to the Rights Offer NTA Net tangible assets The offer to Existing Securityholders under the Rights Offer terms set out in the Offer Booklet Measure of the percentage floor space occupi

  44. Slide 44: Notes

    NOTES For personal use only 1 The Acquisitions are subject to conditions including funding and third party consents 2 Before transaction costs (stamp duty, legal costs, etc.). Fox Sports Development is subject to a potential price adjustment, predominantly dependant on leasing up of vacant space. Se

  45. Slide 45: Notes

    NOTES For personal use only 14 All data of the Peer Group presented is as at 30 June 2011, (pro forma for post year end adjustments), except CMW which is pro forma per its November 2011 Acquisition and Capital Raising presentation and CQO gearing which is pro forma for its US portfolio sale. Peer Gr

  46. Slide 46: Notes

    NOTES For personal use only 29 Notwithstanding any increase in its percentage holding in GOZ, Growthpoint SA remains committed to the current strategy of growing GOZ and does not intend making material changes to the business at this stage 30 Includes Energex Nundah on completion valuation of $82.5

  47. Slide 47: For further information contact

    For personal use only For further information contact: Timothy Collyer, Managing Director or Aaron Hockly, Company Secretary Investor information line: 1800 260 453 info@growthpoint.com.au www.growthpoint.com.au

Growthpoint Properties Australia — Merger or Acquisition (December 2011) on 6ix