Growthpoint Properties Australia · ASX:GOZ
Growthpoint Properties Australia — Merger or Acquisition (April 2011)
35 slides from Growthpoint Properties Australia's merger presentation, Apr 13, 2011
Slide 1: Acquisition by Growthpoint Properties Australia of Rabinov Property Trust
ACQUISITION BY GROWTHPOINT PROPERTIES AUSTRALIA (ASX: GOZ) OF RABINOV PROPERTY TRUST (ASX: RBV) 13 APRIL 2011 GE Building 2, 572-576 Swan Street, Richmond, VIC
Slide 2: Important Notice
IMPORTANT NOTICE 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 this presentation “Group” means Growthpoint Properties
Slide 3: Important Notice (cont.)
IMPORTANT NOTICE (CONT.) 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”, “target”, “plan” and ot
Slide 4: Contents
CONTENTS 1. Executive Summary 2. Transaction and Capital Raising Overview 3. Financial Impact 4. Portfolio Impact 5. Conclusion 6. Appendices: Property Summaries 7 Laffer Drive, Bedford Park, SA 4
Slide 5: Executive Summary
EXECUTIVE SUMMARY 365 Fitzgerald Road, Derrimut, VIC
Slide 6: Transaction Overview
TRANSACTION OVERVIEW Transaction – Recommended Acquisition by Growthpoint of Rabinov Property Trust • Growthpoint Properties Australia (“GOZ”) has today announced a recommended scrip offer to acquire all of the units in Rabinov Property Trust (“RBV”) • RBV unitholders will receive 0.48 GOZ stapled s
Slide 7: Transaction Overview (cont.)
TRANSACTION OVERVIEW (CONT.) Strategic Benefits to GOZ Snapshot of Merged Group The Transaction delivers a number of strategic benefits to GOZ securityholders: Market capitalisation1 $541m Distribution per security (“DPS”) accretive, with pro forma Number of properties2 38 FY12 DPS of 17.5 cents pos
Slide 8: RBV Overview
RBV OVERVIEW • RBV is a diversified property trust with an established portfolio of properties located across Australia • As part of the transaction, RBV will divest six properties (“Excluded Properties”) to its major unitholder (“RBV Major Unitholder”) • The six properties to be owned by GOZ throug
Slide 9: Transaction Benefits to GOZ Securityholders
TRANSACTION BENEFITS TO GOZ SECURITYHOLDERS Accretive transaction with FY12 pro forma DPS increasing by 0.6% to 17.5 cents per stapled security1 Increase in total asset base to c. $1.2bn; implied post-Transaction market capitalisation of $541m3 Further diversification of assets in terms of sector an
Slide 10: Transaction Benefits to RBV Unitholders
TRANSACTION BENEFITS TO RBV UNITHOLDERS Offer consideration represents a 41.8% premium Offer Pricing4 to RBV’s last traded price as at 13 April 20111 and a significant premium to historical volume $1.00 +41.8% +37.7% +39.7% +41.8% Offer Price²: weighted average prices (“VWAP”) $0.95 Offer approximat
Slide 11: Transaction and Capital Raising Overview
TRANSACTION AND CAPITAL RAISING OVERVIEW 7 Laffer Drive, Bedford Park, SA
Slide 12: Transaction and Capital Raising Overview
TRANSACTION AND CAPITAL RAISING OVERVIEW Overview Offer for ordinary RBV • RBV unitholders will receive 0.48 GOZ stapled securities and a special distribution of 2.3 cents for each RBV unit units held • The offer consideration and special distribution values each RBV unit at $0.951 per unit, a 41.8%
Slide 13: Sources and Application of Funds
SOURCES AND APPLICATION OF FUNDS • The Transaction will be funded through the issue of new GOZ stapled securities • The following table includes the impact of the proposed $80.7m Capital Raising which will be used to reduce gearing and provide a platform for future growth of the merged group • The t
Slide 14: Post Transaction GOZ Securityholding
POST TRANSACTION GOZ SECURITYHOLDING • Following the Transaction, RBV unitholders will comprise approximately 10.5% of the Merged Group (excluding impact of Capital Raising) • Growthpoint SA intends to consider further reductions in its holding to improve free float and potentially achieve future S&
Slide 15: Key Conditions and Exclusivity Arrangements
KEY CONDITIONS AND EXCLUSIVITY ARRANGEMENTS1 Key Conditions to the Transaction • 90% minimum acceptance by RBV unitholders • No RBV prescribed events and / or material adverse changes • Completion of sale of Excluded Properties (including RBV unitholder approval of sale) Exclusivity Arrangements • N
Slide 16: Indicative Transaction Timetable
INDICATIVE TRANSACTION TIMETABLE • The following dates are subject to change: Event Indicative date Announcement of the Transaction 13 April 2011 Despatch of Bidder’s and Target’s Statements Mid to late April 2011 Offer Opens Mid to late April 2011 RBV unitholder vote on sale of Excluded Properties
Slide 17: Financial Impact
FINANCIAL IMPACT 306-318 Abbotts Road, Lyndhurst, VIC
Slide 18: Financial Impact to GOZ Distributions
FINANCIAL IMPACT TO GOZ DISTRIBUTIONS GOZ Distribution Pro Forma FY12 Distribution per Security Guidance (cents) • GOZ distribution for 2HFY11 is expected to be 8.7 cents per stapled security, consistent Pre-transaction 17.4 with market guidance • New stapled securities issued Post Transaction, post
Slide 19: Pro Forma Balance Sheet
PRO FORMA BALANCE SHEET GOZ RBV Transaction Pro forma post Capital Raising Pro forma post 31 December 31 December adjustments Transaction using adjustments Transaction and 2010 2010 $m 31 December $m post Capital Raising (pre Transaction) (pre Transaction) 2010 results using 31 December $m $m $m 201
Slide 20: Revised Debt Terms
REVISED DEBT TERMS • Conditional on the Transaction proceeding, GOZ’s Summary of Revised Facilities existing syndicated debt facility is to be Size1 $636m facility with $596m drawn extended. Syndicate banks include National post Transaction and Capital Raising Australia Bank, Westpac and ANZ (new GO
Slide 21: Portfolio Impact
PORTFOLIO IMPACT GE Buildings 1 & 3, 572-576 Swan Street, Richmond, VIC
Slide 22: Improved Portfolio Scale and Diversity
IMPROVED PORTFOLIO SCALE AND DIVERSITY • Addition of 6 high quality properties to the Combined Group’s portfolio providing: GOZ6 RBV5,6 Pro forma 6 – secure cash flows with fixed growth – good WALE and tenants No of properties 1 32 6 38 • Key attributes of Growthpoint Properties Australia portfolio
Slide 23: Portfolio Impact
PORTFOLIO IMPACT Growthpoint Properties Australia Property Assets (by value) Sector diversity (pre-Transaction)1 Sector diversity (post-Transaction)1 Car Park Car Park Office 1% 1% 18% Office 29% Industrial Industrial 81% 70% Geographic diversity (pre-Transaction)1 Geographic diversity (post-Transac
Slide 24: Portfolio Impact
PORTFOLIO IMPACT Growthpoint Properties Australia Tenant Profile (by rent) Lease expiry profile (post Transaction) Top 10 tenants (post Transaction) % Rental Tenant WALE2 100.0% Income1 Woolworths Limited 39% 11.7 80.0% 77% GE Capital Finance Australia 9% 7.2 Coles Group Limited 6% 11.1 Sinclair Kni
Slide 25: Conclusion
CONCLUSION 7 Laffer Drive, Bedford Park, SA
Slide 26: Conclusion
CONCLUSION • Acquisition of RBV maintains GOZ’s high quality property portfolio, increasing scale and diversification of earnings GOZ RBV Merged Group • $991.5m portfolio with • Addition of $184.0m • Pro forma FY12 DPS of long term rental portfolio with long 17.5 cents 1 income from high term rental
Slide 27: Appendices: Property Summaries
APPENDICES: PROPERTY SUMMARIES 66 Kennedy Drive, Cambridge, TAS
Slide 28: Market Focus - Melbourne Office
MARKET FOCUS- MELBOURNE OFFICE The Melbourne CBD and fringe office market continues to show its strength, particularly on the back of increasing demand and low levels of supply Approximately 65% of the RBV properties (by value) are in the Melbourne office market Source: Colliers International Resear
Slide 29: RBV Portfolio Details
RBV PORTFOLIO DETAILS GE Building 2, 572-576 Swan Street, Richmond, VIC Address Building 2, 572-576 Swan Street, Richmond, VIC Property description Modern 4 Level office building, 3 level basement parking Lettable area 14,660 square meters Site area 7,201 square meters Car parks 488 Ownership Freeho
Slide 30: RBV Portfolio Details
RBV PORTFOLIO DETAILS GE Buildings 1 & 3, 572-576 Swan Street, Richmond, VIC Address Buildings 1 & 3, 572-576 Swan Street, Richmond, VIC A modern two level office with courtyard adjoining a further Property description single level office building. Lettable area 10,250 square meters 16,819 square me
Slide 31: RBV Portfolio Details
RBV PORTFOLIO DETAILS 66 Kennedy Drive, Cambridge, TAS Address 66 Kennedy Drive, Cambridge, TAS A modern office building, purpose built for Hydro Electric Property description Corporation Lettable area 6,876 square meters Site area 28,080 square meters Car parks 163 Ownership Freehold Constructed 20
Slide 32: RBV Portfolio Details
RBV PORTFOLIO DETAILS 7 Laffer Drive, Bedford Park, SA Address 7 Laffer Drive, Bedford Park, SA A single level call centre facility, providing 650 workstations Property description spread across 5 areas. Lettable area 6,639 square meters Site area 33,090 square meters Car parks 520 Ownership Freehol
Slide 33: RBV Portfolio Details
RBV PORTFOLIO DETAILS 365 Fitzgerald Road, Derrimut, VIC Address 365 Fitzgerald Road, Derrimut, VIC A modern warehouse and distribution centre, featuring two Property description office levels, tyre fitting area and showroom Lettable area 14,021 square meters Site area 29,860 square meters Car parks
Slide 34: RBV Portfolio Details
RBV PORTFOLIO DETAILS 306-318 Abbotts Road, Lyndhurst, VIC Address 306-318 Abbotts Road, Lyndhurst, VIC Property description A modern industrial office/warehouse facility Lettable area 10,710 square meters Site area 25,830 square meters Car parks 150 Ownership Freehold Constructed 2001 Tenant Trimas
Slide 35: Thank You
THANK YOU For further information contact: Timothy Collyer, Managing Director or Aaron Hockly, Company Secretary Investor information line: 1800 260 453 www.growthpoint.com.au
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