Centuria Capital Group · ASX:CNI
Centuria Capital — Merger or Acquisition (January 2020)
26 slides from Centuria Capital's merger presentation, Jan 29, 2020
Slide 1: Proposal to acquire Augusta Capital Limited and $60m Placement
For personal use only Centuria Capital Group Proposal to acquire Augusta Capital Limited and $60m Placement A S X: C N I 2 9 J an u ar y 2 0 2 0 C E NT URIA C AP IT AL GROUP AS X : C NI 1
Slide 2: Important Notices
IMPORTANT NOTICES This pr es entation has been pr epar ed a nd is is s ued by C entur ia C apita l Gr oup ( C N I) whic h is a s ta p le d vehic le c o mpr is ed of C ent ur ia C api ta l Li mited AC N 095 454 336 and C ent ur ia Funds Manage me nt Li mi ted AC N 607 153 588 as r es pons ible enti t
Slide 3: Transaction Overview: Centuria proposal to acquire Augusta Capital Limited
TRANSACTION OVERVIEW Centuria proposal to acquire Augusta Capital Limited • For personal use only Centuria Capital Group (Centuria, ASX:CNI) has entered into a bid implementation agreement that outlines a proposal to acquire Augusta Capital Limited (Augusta), one of New Zealand’s largest listed real
Slide 4: Transaction Benefits for Centuria securityholders
TRANSACTION BENEFITS Benefits for new and existing Centuria securityholders For personal use only Increases scale and relevance Combines two complementary Financially compelling Diversification into New Zealand real estate platforms real estate Group AUM would increase by 26% to Acquires one of New
Slide 5: Transaction will expand Centuria Group AUM to $9.2bn
TRANSACTION BENEFITS Transaction will expand Centuria Group AUM to $9.2bn (+26%) For personal use only $9.2bn Pro forma Group AUM 1 ASX:CNI – Pro forma market capitalisation of ~$1.2bn2 $8.3bn Real Estate AUM $0.9bn Investment Bonds AUM Listed Real Estate AUM Unlisted Real Estate AUM Centuria $3.8bn
Slide 6: Recent Activity: 178% total securityholder return since 2017
RECENT ACTIVITY Centuria has delivered 178% total securityholder return since 2017 1 For personal use only ASX:CNI ASX 300 A-REIT Accum Announced 29 January 2020 Augusta Capital Acquisition (NZX:AUG) 10 December & 11 Announced Additional AUM $1.9bn December 2019 Nishi Building3 & Acquisitions two Ar
Slide 7: Transaction summary
For personal use only Transaction summary C E NT URIA C AP IT AL GROUP AS X : C NI 7 17-19 Man Street,William Central Queenstown Square (artist’s Aerial, Northbridge, WA impression)
Slide 8: Key details of the Transaction
TRANSACTION OVERVIEW Key details of the Transaction • Centuria to make a takeover offer to Augusta shareholders for NZ$180 million or NZ$2.00 per share (less any distributions announced after 29 For personal use only January 2020): – 19.8% premium to the closing price of Augusta shares of NZ$1.67 on
Slide 9: Augusta Overview: Overview of Augusta Capital Limited
AUGUSTA OVERVIEW Overview of Augusta Capital Limited BUSINESS DESCRIPTION KEY METRICS For personal use only • Augusta is one of New Zealand’s largest listed real estate funds management companies with an excellent track record Current AUM NZ$2.0bn – 19 year history cultivating deep market expertise
Slide 10: Augusta is a market leading New Zealand based platform
AUGUSTA OVERVIEW Augusta is a market leading New Zealand based platform For personal use only NZX:APL Funds management Co-investment and ~NZ$2.0bn AUM management rights Unlisted Property AUM Listed Property AUM New funds1,2 Single assets Single assets Augusta Industrial Augusta Property Augusta Tour
Slide 11: Centuria's pro forma platform to grow by 26% to $9.2bn
TRANSACTION BENEFITS Centuria’s pro forma platform to grow by 26% to $9.2bn For personal use only ASSETS UNDER MANAGEMENT (A$BN) LISTED FUNDS MANAGER PEER SET (AUM A$BN) 42.4% 9.2 CAGR1 FY17 to pro Augusta Capital Limited forma inc. 1.9 Augusta 7.3 Centuria Heathley 38.0 44.9 0.7 0.7 6.2 0.4 0.4 0.6
Slide 12: Enhanced diversification post transaction
TRANSACTION IMPACT Enhanced diversification post transaction GEOGRAPHIC DIVERSIFICATION SECTOR DIVERSIFICATION For personal use only Enhances Centuria’s presence as a leading funds manager across Australia and New Zealand Augusta’s complementary platform is highly aligned to Centuria’s sectors of ex
Slide 13: Placement summary
For personal use only Placement summary C E NT URIA C AP IT AL GROUP AS X : C NI 13 Aerial image of The Hub, William Seaview, Square Wellington Aerial, Northbridge, WA
Slide 14: Placement: Funding the Transaction
PLACEMENT Funding the Transaction For personal use only Sources of proceeds A$m • Acquisition of Augusta for $174.2 million based on an exchange rate of 1.03 AUD/NZD Existing cash 32.1 • The acquisition and associated transaction costs will be funded by a combination of existing cash, debt, scrip is
Slide 15: Placement details and indicative timetable
PLACEMENT Placement details and indicative timetable For personal use only • An underwritten institutional placement of approximately 25.6 million Centuria securities at an issue price of $2.34 per new Centuria security to Offer details raise $60.0 million • Issue price of $2.34 per new Centuria sec
Slide 16: Appendices
For personal use only Appendices C E NT URIA C AP IT AL GROUP AS X : C NI 16 2-4 Graham Street, Auckland William Central Square Aerial, Northbridge, WA
Slide 17: Appendix A: Augusta senior management
For personal use only APPENDIX A Augusta senior management C E NT URIA C AP IT AL GROUP AS X : C NI 17 12 Brick Street, Henderson, William SquareAuckland Aerial, Northbridge, WA
Slide 18: Appendix A: Augusta senior management
APPENDICES Appendix A: Augusta senior management • For personal use only Founders Mark Francis and Bryce Barnett have executed pre-bid lock up agreements in relation to the transaction and will receive Centuria scrip as Bid Consideration • They have also agreed to three year senior executive employm
Slide 19: Appendix B: Key risks
For personal use only APPENDIX B Key risks C E NT URIA C AP IT AL GROUP AS X : C NI 19 33 Broadway, Newmarket, Auckland William Square Aerial, Northbridge, WA
Slide 20: Appendix B: Key risks
APPENDICES Appendix B: Key risks All investm ents carry risk, including loss of som e or all of the capital invested and failure of investm ents to generate a positive return. You should carefully consider w hether an inves tm ent in CNI s ec urities is a suitable investm ent for you. Som e of the r
Slide 21: Appendix B: Key risks
APPENDICES Appendix B: Key risks Industry Specific Risks For personal use only Property Sector Risks • Centuria is subject to the prevailing property m arket conditions in the sectors in w hich each of the funds under the control of Centuria operate and the jurisdiction in w hich each of its funds’
Slide 22: Appendix B: Key risks
APPENDICES Appendix B: Key risks Reliance on third party equity For personal use only • As a fund m anager, grow th in Centuria’s earnings m ay be im pacted by the ability of Centuria to establish new listed or unlist ed funds. Specifically such incom e grow th is dependent on the ability of Centuri
Slide 23: Appendix C: International offer restrictions
Legal to confirm / review For personal use only APPENDIX C International offer restrictions C E NT URIA C AP IT AL GROUP AS X : C NI 23 96 St Georges Bay Road,Avenue, 8 Central Auckland Eveleigh NSW
Slide 24: Appendix C: International offer restrictions
APPENDICES Appendix C: International offer restrictions This document does not constitute an offer of Stapled Securities of CNI in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Stapled Securities may not be offered or sold,
Slide 25: Appendix C: International offer restrictions
APPENDICES Appendix C: International offer restrictions Hong Kong For personal use only WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursua nt to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "S
Slide 26: Centuria Metropolitan REIT
For personal use only CENTURIA M ETROPOLITAN REIT ASX:CMA 26
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