Growthpoint Properties Australia · ASX:GOZ
Growthpoint Properties Australia — Merger or Acquisition (August 2016)
29 slides from Growthpoint Properties Australia's merger presentation, Aug 1, 2016
Slide 1: Recommended Takeover Bid for GPT Metro Office Fund
GROWTHPOINT PROPERTIES AUSTRALIA (ASX CODE: GOZ) Growthpoint Properties Australia Trust ARSN 120 121 002 Growthpoint Properties Australia Limited ABN 33 124 093 901 AFSL 316409 For personal use only RECOMMENDED TAKEOVER BID FOR GPT METRO OFFICE FUND 1 August 2016 572-576 Swan Street, Richmond
Slide 2: Important Information
IMPORTANT INFORMATION For personal use only Nature of this presentation None of Growthpoint Properties Australia Limited, the information. Accordingly, information in relation to the This presentation is issued by Growthpoint Properties officers or employees of Growthpoint Properties Australia Merge
Slide 3: Contents
CONTENTS For personal use only EXECUTIVE SUMMARY I. COMPELLING OFFER FOR GMF UNITHOLDERS II. IMPACT ON GOZ AND PROFILE OF THE MERGED GROUP APPENDICES 1. Cash Alternative Facility implications 2. Summary of bid conditions of the offer 3. Indicative implementation timetable 4. Basis of preparation of
Slide 4: Executive Summary
EXECUTIVE SUMMARY For personal use only • On 1 July 2016, Growthpoint Properties Australia (“Growthpoint” or “GOZ”) announced an off-market takeover bid (the “Offer” or “Growthpoint Takeover Bid”) for GPT Metro Office Fund (“GMF” or “GPT Metro”) • The Offer opened on 18 July and provides for GMF uni
Slide 5: Key Details of the GMF IBC Recommended Offer
KEY DETAILS OF THE GMF IBC RECOMMENDED OFFER For personal use only • Offer consideration comprises $1.25 cash and 0.3968 Growthpoint securities per GMF unit (“Mixed Consideration”), providing an implied value of approximately $2.56 per GMF unit Consideration • Alternatively, GMF unitholders can elec
Slide 6: The Growthpoint Takeover Bid Is Superior to the Centuria Takeover Bid
THE GROWTHPOINT TAKEOVER BID IS SUPERIOR TO THE CENTURIA TAKEOVER BID For personal use only Growthpoint Takeover Bid Centuria Takeover Bid GMF IBC recommend GMF unitholders accept the GMF IBC recommendation No GMF IBC recommendation Growthpoint Takeover Bid1 Status of Bid Offer open No Bidder’s
Slide 7: Cash Alternative Facility Overview
CASH ALTERNATIVE FACILITY OVERVIEW For personal use only MIXED CONSIDERATION (per GMF unit) $1.25 GOZ pays cash Cash GMF unit ~$2.561 GOZ issues 0.3968 securities to GMF GOZ securities unitholder CASH ALTERNATIVE (per GMF unit) $1.25 GOZ pays cash Cash GMF unit ~$2.502 GOZ issues Cash Alternative Fa
Slide 8: How Do GMF Unitholders Accept the Recommended Takeover Bid?
HOW DO GMF UNITHOLDERS ACCEPT THE RECOMMENDED GROWTHPOINT TAKEOVER BID? For personal use only • The Growthpoint Takeover Bid is now open and will close on 19 August 2016 (unless extended or withdrawn) Accept the Offer • The IBC of GMF has unanimously • Sign and return the Takeover recommended GMF un
Slide 9: Indicative Implementation Timetable
INDICATIVE IMPLEMENTATION TIMETABLE For personal use only Key Milestones Date Relevant Record Date (for participation in the Minority Facility) 30 June 2016 Announcement of Growthpoint Takeover Bid and Bidder’s Statement sent to GMF, ASIC and ASX 1 July 2016 Bidder’s statement despatched to GMF unit
Slide 10: I. Compelling Offer for GMF Unitholders
For personal use only I. COMPELLING OFFER FOR GMF UNITHOLDERS 75 Dorcas Street, South Melbourne 10
Slide 11: Compelling Offer for GMF Unitholders
COMPELLING OFFER FOR GMF UNITHOLDERS For personal use only #1 Greater value certainty and the opportunity to participate in the expected benefits of the Merged Group #2 Opportunity to gain exposure to a $3.2 billion, more diversified and highly complementary portfolio #3 Expected increased distribut
Slide 12: Greater Value Certainty and Participation in Merged Group Benefits
#1 GREATER VALUE CERTAINTY AND THE OPPORTUNITY TO PARTICIPATE IN THE EXPECTED BENFITS OF THE MERGED For personal use only GROUP • Under the Offer, GMF unitholders will be entitled to receive Mixed Consideration comprising approximately 50% cash consideration, with the scrip component allowing GMF un
Slide 13: Exposure to a $3.2 Billion, More Diversified Portfolio
#2 OPPORTUNITY TO GAIN EXPOSURE TO A $3.2 BILLION, MORE DIVERSIFIED AND HIGHLY COMPLEMENTARY PORTFOLIO For personal use only GOZ1 GMF Merged Group No. of properties 58 6 64 Portfolio metrics4 Portfolio value ($m) $2,777.5 $439.32 $3,216.83 WACR 7.0% 6.7%2 7.0%3 Occupancy 99.0% 94.1% 98.7% WALE (by i
Slide 14: Expected Increased Distribution, Earnings Stability and Growth Outlook
#3 EXPECTED INCREASED DISTRIBUTION, GREATER EARNINGS STABILITY AND ENHANCED GROWTH OUTLOOK For personal use only • GMF unitholders1 who accept the Growthpoint Takeover Bid and receive the Mixed Consideration will have the opportunity to benefit from an expected 13.7% increase in equivalent FY17 dist
Slide 15: Increased Scale, Relevance and Liquidity
#4 INCREASED SCALE, RELEVANCE AND LIQUIDITY For personal use only S&P / ASX A-REIT INDEX CONSTITUENTS1 • The Merged Group would have a S&P / ASX 200 A-REITs (<$3.0bn) S&P / ASX 300 A-REITs Not in index Market capitalisation 2.8 market capitalisation of approximately 2.4 2.3 2.1 1.9 1.9 1.9 1.8 1.8 $
Slide 16: Enhanced Corporate Governance and No Third Party Management Fees
#5 ENHANCED CORPORATE GOVERNANCE, ALIGNMENT OF INTEREST AND NO 3rd PARTY MANAGEMENT FEES For personal use only • Growthpoint’s internally managed structure creates complete alignment between management and investors • Growthpoint’s platform is scalable, with the management expense ratio1 reducing ov
Slide 17: Demonstrated Track Record of Growth and Outperformance
#6 DEMONSTRATED TRACK RECORD OF GROWTH AND OUTPERFORMANCE For personal use only • Growthpoint’s experienced Board and Senior Management team have been delivering on strategy for the last 7 years, and have consistently grown assets under management and distributions to Growthpoint securityholders GRO
Slide 18: Track Record of Growth and Outperformance (Cont'd)
#6 DEMONSTRATED TRACK RECORD OF GROWTH AND OUTPERFORMANCE (CONT’D) For personal use only TOTAL RETURN – PER ANNUM, OVER 5 YEARS TO 31 TOTAL RETURN – YEAR TO 31 DECEMBER 20151,2 DECEMBER 2015 18.1 % 16.7 % 14.4 % 15.3 % 6.7 % 2.8 % GOZ A-REIT Index Shares GOZ A-REIT Index Shares RELATIVE TOTAL RETURN
Slide 19: II. Impact on GOZ and Profile of the Merged Group
For personal use only II. IMPACT ON GOZ AND PROFILE OF THE MERGED GROUP 1 Charles Street, Parramatta 19
Slide 20: Financial Impact on Growthpoint: Profit and Loss
FINANCIAL IMPACT ON GROWTHPOINT PROFIT AND LOSS For personal use only • The acquisition of GPT Metro provides a financially attractive outcome for Growthpoint securityholders, delivering forecast FY17 distributable earnings and distribution per security accretion of 4.9% — Assumes 1 July 2016 implem
Slide 21: Financial Impact on Growthpoint: Balance Sheet
FINANCIAL IMPACT ON GROWTHPOINT (CONT’D) BALANCE SHEET For personal use only • Pro forma gearing of the Merged Group will be above the upper end of Growthpoint’s 35% – 45% target gearing range (approximately 46.8%) • Growthpoint intends to reduce the level of gearing of the Merged Group to within th
Slide 22: Combination of Two Highly Complementary Portfolios
COMBINATION OF TWO HIGHLY COMPLEMENTARY PORTFOLIOS For personal use only GOZ1,2 GMF3 Merged Group 1.0 % 4.4 % 5.1 % 0.8 % 5.6 % 4.9 % 6.9 % 5.9 % 20.0 % 28.9 % 24.7 % Geographic 54.6 % 26.9 % 26.6 % diversification 34.9 % 16.5 % 32.4 % NSW VIC QLD SA ACT TAS WA 38.2 % 44.3 % 53.1 % 59.5 % 100% Asset
Slide 23: Appendices
For personal use only APPENDICES 1) Cash Alternative Facility implications 2) Summary of bid conditions of the offer 3) Indicative implementation timetable 4) Basis of Preparation of Pro forma impact on key financial metrics 211 Wellington Road, Mulgrave 23
Slide 24: Cash Alternative Facility: GMF Unitholder Implications
CASH ALTERNATIVE FACILITY GMF UNITHOLDER IMPLICATIONS For personal use only • Instead of receiving 0.3968 Growthpoint securities and $1.25 cash for each of their GMF units (i.e. the Mixed Consideration), GMF unitholders can elect to receive an all cash alternative of approximately $2.50 cash for eac
Slide 25: Cash Alternative Facility: Eligible Growthpoint Minority Securityholder Implications
CASH ALTERNATIVE FACILITY (CONT’D) ELIGIBLE GROWTHPOINT MINORITY SECURITYHOLDER IMPLICATIONS For personal use only • Eligible Growthpoint Securityholders1 will have the opportunity to acquire Growthpoint securities that would otherwise be issued to the GMF unitholders who accept the Offer and who ma
Slide 26: Summary of Bid Conditions of the Offer
SUMMARY OF BID CONDITIONS OF THE OFFER For personal use only Minimum acceptance • At the end of the Offer Period Growthpoint has a relevant interest in at least 50.1% of the GMF units condition Regulatory approvals • All necessary regulatory approvals and consents are obtained and there is no advers
Slide 27: Basis of Preparation of Pro Forma Impact on Key Metrics
BASIS OF PREPARATION OF PRO FORMA IMPACT ON KEY METRICS For personal use only • The metrics are prepared on the basis of current guidance provided to the market by both Growthpoint and GMF (refer to Slides 19-20) Key Distributable Income and DPS assumptions Growthpoint standalone • In line with Grow
Slide 28: Basis of Preparation of Pro Forma Impact (Cont'd)
BASIS OF PREPARATION OF PRO FORMA IMPACT ON KEY METRICS (CONT’D) For personal use only Key NTA and gearing assumptions Growthpoint standalone • 31 December 2015 NTA of $2.60 per Growthpoint security and gearing of 37.6% adjusted for: — Settlement of the property at 255 London Circuit, Canberra, Aust
Slide 29: Thank You
For more information contact us at: Email: info@growthpoint.com.au Investor services line: 1800 260 453 For personal use only www.growthpoint.com.au Growthpoint Properties Australia Level 22, 357 Collins Street Melbourne VIC 3000 THANK YOU A4, 52 Merivale St, South Brisbane, QLD 29
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