Mirvac Group · ASX:MGR
Mirvac — Merger or Acquisition (April 2010)
20 slides from Mirvac's merger presentation, Apr 29, 2010
Slide 1: Proposed Acquisition of Westpac Office Trust
Mirvac Group For personal use only PROPOSED ACQUISITION OF WESTPAC OFFICE TRUST 28 April 2010 275 kent street, sydney, nsw
Slide 2: Important Notice and Disclaimer
Important Notice and Disclaimer For personal use only Mirvac Group comprises Mirvac Limited ABN 92 003 280 699 and Mirvac Not financial product advice Property Trust ARSN 086 780 645. This presentation (“Presentation”) has This Presentation is not financial advice or a recommendation to acquire Mirv
Slide 3: Important Notice and Disclaimer
Important Notice and Disclaimer For personal use only Future performance Past performance This Presentation contains certain “forward looking” statements. The words Past performance information given in this Presentation is given for illustrative “anticipated”, “expected”, “projections”, “forecast”,
Slide 4: Executive Summary
EXECUTIVE SUMMARY For personal use only > Mirvac Group (“Mirvac”) has made an offer to acquire all of the units and instalment receipts (“IR”) in Westpac Office Trust (“WOT”) for consideration valued at $0.86 per WOT unit (the ”Offer”) > Under the Offer, WOT unitholders and IR holders 1 have the opt
Slide 5: Key Offer Terms
KEY OFFER TERMS For personal use only > WOT unitholders and IR holders 1 will receive consideration valued at $0.86 per WOT unit 2 > WOT unitholders and IR holders 1 will have the option of electing to receive either: 3 — Scrip Option — 0.597 Mirvac stapled securities for every one WOT unit held or
Slide 6: Rationale and Impact - WOT Unitholders and IR Holders
RATIONALE and impact — WOT UNITHOLDERS and IR holders For personal use only > WOT as a stand-alone vehicle currently faces funding challenges: — 100 per cent of debt matures in calendar year 2011. Cost of debt is currently significantly below market: > $216 million Westpac term debt facility expirin
Slide 7: Rationale and Impact - WOT Unitholders and IR Holders
RATIONALE and impact — WOT UNITHOLDERS and IR holders For personal use only > Transaction provides an opportunity to become a Mirvac securityholder, benefits of which include: — More widely traded investment in a top four entity of the S&P/A-REIT 200 index 1 — Post transaction conservative Balance S
Slide 8: Rationale and Impact - Mirvac Securityholders
RATIONALE and impact — mirvac securityholders For personal use only > Transaction expected to deliver 3.0 per cent 1 EPS accretion to Mirvac Property Trust in FY11 2, 3 > Acquisition cost savings via the Scheme versus direct acquisition > Increases Mirvac’s investment portfolio to $5.7 billion via t
Slide 9: Rationale and Impact - Mirvac Securityholders
RATIONALE and impact — mirvac securityholders For personal use only WOT’s portfolio improves the quality of Mirvac’s investment portfolio: > Acquisition of $1.1 billion quality CBD and suburban office portfolio 1 > Increases secure Australian recurring investment income > Approximately 84 per cent 1
Slide 10: Mirvac Property Trust Post Acquisition
Mirvac property trust post acquisition For personal use only Sector diversification (by book value) 1 Geographic diversification (by book value) 1 COMMERCIAL 55.7% NSW 61.7% RETAIL 31.2% VIC 14.7% INDUSTRIAL 7.5% QLD 14.3% INDIRECT PROPERTY INVESTMENTS WA 0.5% AND A HOTEL 5.6% SA 0.3% ACT 7.8% US 0.
Slide 11: Funding of the Transaction
FUNDING OF THE TRANSACTION For personal use only > Proposed transaction will be funded by existing cash reserves, undrawn debt facilities and the issue of new Mirvac stapled securities > All WOT debt facilities are expected to be repaid by Mirvac on implementation of the Scheme Sources $m Applicatio
Slide 12: Pro Forma Balance Sheet
PRO FORMA BALANCE SHEET For personal use only Settlement of MTN Mirvac WOT 23 Furzer St, repayment $500 million Acquisition Mirvac 31 Dec 09 31 Dec 09 Canberra & issue (net) equity raising 1 of WOT 2, 3, 4 Pro forma $m $m $m $m $m $m $m Assets Cash and Cash Equivalents 411.9 16.4 (205.2) (150.0) 493
Slide 13: Indicative Timetable
Indicative timetable For personal use only Announcement of transaction 28 April 2010 Explanatory Memorandum available 11 June 2010 WOT unitholder meeting to approve Scheme 13 July 2010 Implementation date 21 July 2010 All dates are indicative only and are subject to change MIRVAC GROUP PROPOSED ACQU
Slide 14: Key Conditions of the Offer
key conditions of the offer For personal use only > Independent expert report concluding the Scheme is fair and reasonable and in the best interests of WOT unitholders and IR holders > WOT unitholder approval > No Mirvac / WOT prescribed events and / or material adverse changes > Certain regulatory
Slide 15: Summary of Key Risks
summary of key risks For personal use only Mirvac specific risks General risks > Funding > General economic conditions > Market price > Regulatory issues and changes in law > Credit ratings > Unemployment rate > Refinancing requirements > Inflation and construction costs > Interest rates > Property
Slide 16: Glossary
glossary For personal use only Term Meaning $ All dollar values are in Australian dollars ASX Australian Securities Exchange or ASX Limited or the financial market which it operates as the case requires BSG Balance Sheet Gearing (total interest bearing debt less cash after cross currency interest ra
Slide 17: Annexures
annexures For personal use only Woolworths NSO, Norwest, NSW MIRVAC GROUP PROPOSED ACQUISITION OF WESTPAC OFFICE TRUST 28 april 2010 page 16
Slide 18: Westpac Office Trust Portfolio Valuation Summary
westpac office trust (ASX:WOT) Portfolio valuation summary at 31 december 2009 1 For personal use only Net office Net office Per cent of Book value passing market Property Tenant portfolio $m Cap rate rent rent WALE 2 Westpac Place, 275 Kent Street, Sydney NSW Westpac 63.3% $720.00 7.00% $608 sqm $6
Slide 19: Acquisition Funding Sensitivity
acquisition Funding sensitivity For personal use only FY11 MPT Balance Sheet Covenant EPS accretion NTA Gearing Gearing 1 100% scrip take-up, assuming full SPP 3.0% $1.59 25.2% 30.8% $200m cash and scrip take-up, assuming full SPP 2.6% $1.60 27.6% 33.2% 100% scrip take-up, assuming no SPP 1.6% $1.60
Slide 20: For personal use only
For personal use only www.mirvac.com