Mirvac Group · ASX:MGR
Mirvac — Merger or Acquisition (October 2004)
36 slides from Mirvac's merger presentation, Oct 12, 2004
Slide 1: Mirvac Group and James Fielding Group to join forces
Mirvac Group and James Fielding Group to join forces JAMES FIELDING GROUP 12 October 2004
Slide 2: Transaction overview
Transaction overview Mirvac Group (“Mirvac”) is acquiring James Fielding Group (“JFG”). . . ... consolidating Mirvac’s position as a leading Australian listed group by increasing its market capitalisation to approximately $3.8 or bilion and assets under control to $15 billion PP, aes = ¢ FIELDING Gr
Slide 3: Next phase in the Mirvac Group story
Next phase in the Mirvac Group story Over 30 years of delivering innovative, high calibre property | felated products and services... j : Mipvoc Group i iho " F Minvoe agquirés Mirvac formed fetke 4 el Ot : “a itis aur tle AEDT rgre hieen Nb eee! captalsdiion 7 a OS) fon Prope: jon Fist Mingac maneg
Slide 4: Key offer terms
Key offer terms = JFG securityholders will receive 0.73 Mirvac securities for every JFG security ® $3.33 implied offer value’ ~ 16% premium to JFG 12 month WAP of $2.86 ~ 10% premium to JFG 30 day VWAP of $3.02 ~ 38% premium to JFG NTA per security of $2.44 # Implementation agreement has been entere
Slide 5: Key offer terms
Key offer terms a JFG securityholders will rank pari passu with existing Mirvac securities from 1 January 2005! ~ Effective H2 FY05 DPS of 12.56 cents, providing a 2.5% increase for JFG securityholders ~ JFG securityholders retain the forecast JFG H1 FY05 DPS of 12.25 cents ~ JFG securityholders the
Slide 6: Acquisition metrics
Acquisition metrics # The JFG acquisition is predicated on the strategic value of the business and assets to Mirvac and the platform it creates to capitalise on future growth opportunities # JFG FY05 forecast: EPS = DPS = 24.5cps « Equates to a JFG FY05 forecast NPAT of $35m Mirvac acquisition metri
Slide 7: Overview of the Mirvac Group post the acquisition of JFG
Overview of the Mirvac Group post the acquisition of JFG ee ly ‘i
Slide 8: Culturally aligned organisations
Culturally aligned organisations Complementary operations and management teams Delivers a stronger, more diversified property investment to Mirvac and JFG securityholders Philosophy of the Mirvac Group wn Gris MIRVAC Grove
Slide 9: Creates an enhanced platform for growth
Creates an enhanced platform for growth = Given the relative size of JFG to Mirvac, the acquisition of JFG will not have an immediate earnings impact on Mirvac = The transaction will substantially enhance Mirvac’s existing platform in a number of different respects: MIRVAC provides access to an addi
Slide 10: Highly regarded management expertise and experience
Highly regarded management expertise and experience = Mirvac will draw upon the management experience and expertise of individuals from both Mirvac and JFG providing an enhanced depth of management in the Australian property sector — Greg Pararnor will be appointed Managing Director of Mirvac ~ brin
Slide 11: Mirvac Board and Executive Committee
Mirvac Board and Executive Committee A Lane R Hamilton R Fortune P Biancardi y R Webster Chairman Executive Finan Executive Non- Non- Director Director Director Executive Executive Executive Director Director i Director R Hamilton D Broit RFotune Boe € Freeman M O'Brien R Lyren B Draffen A Turmer C
Slide 12: Mirvac Group structure post acquisition
Mirvac Group structure post acquisition Funds Management of assets under control to feed Mirvai Ing divisions long JAMES aA | recone i) GROUP tt
Slide 13: Mirvac will have approx $15 bn of assets under its control
Mirvac will have approx $15 bn of assets under its control Scale and diversity to feed investment portfolio and fund creation... Investment assets Residential property pipeline Investment development pipeline Funds under management! Hotels JAMES FIELDING Grove ... platform for future growth ¢ } 12
Slide 14: Mirvac strategy
Mirvac strategy Target earnings contribution: Trust 60% / Corporation 40% Invesiment Development Management Funds Management JAMES o FIELDING i) anbue 13
Slide 15: Mirvac will draw on its balance sheet strength
Mirvac will draw on its balance sheet strength Proforma summary balance sheet as at 30 June 2004 eS Total assets ($m) 4,306 = 4,871 + 13.1% Total liabilities ($m) 203 2,066 = 2,284 Net assets ($m) 362 2,240 = 2,587 + 15.5% Gearing’ 27.6% 38.4% = 37.5% “We (2.3%) NTA ($ / security? 2.41 3.12 -= 3.13
Slide 16: Investment portfolio diversification
investment portfolio diversification # Total investment portfolio of $2.6 billion as a result of the acquisition Mirvac Group Mirvac Group Sector diversification by value’ Geographic diversification by valuet Proforma Proforma Carparks — Infrastructure 3% 8% Industiat og \ Retail 24% Commerciat 81%
Slide 17: Investment development pipeline
Investment development pipeline 2 Combined investment development pipeline of approximately $2.3ion In Development Pipe! JFG Inv Source: Mirvac 2004 Annual Results Presentation Souree: JFG 1 Planning not finalised [eags|] 2 Managed on behalf of James Flelsing Trust/ JF Merttan Trust ¢ JAMES | 0 Ww \
Slide 18: Funds under management
Funds under management # Mirvac will have a total of $1.8 billion funds under management as a result of the transaction ds Under a Mirvac will add a new business unit to its existing structure = Creates a platform for future growth by providing additional flexibility in terms of holding, managing an
Slide 19: Mirvac earnings and distributions
Mirvac earnings and distributions » Mirvac will draw upon a more diverse range of profit generating activities as a result of the transaction ~ The JFG acquisition will enhance Mirvac’s future earnings growth potential by drawing on its funds management business and skills and its investment develop
Slide 20: Benefits to JFG securityholders
Benefits to JFG securityholders ce me
Slide 21: The offer represents value to JFG securityholders
The offer represents vaiue to JFG securityholders = Offer value of $3.33 provides JFG securityholders with a premium to NTA and trading prices = Further value enhancement arising from potential positive re-rating of Mirvac securities post transaction $3.50 Premium Premium Premium Premium 38% 16% 10%
Slide 22: Increase in JFG securityholder distributions
increase in JFG securityholder distributions a JFG’s H2 FY05 equivalent distribution will be increased as a result of the transaction = Benefit from increased distribution frequency to quarterly = Benefit from utilisation of the franked component of Mirvac’s distribution which results in an equivale
Slide 23: Other key benefits
Other key benefits a JFG securityholders will benefit from all the advantages of Mirvac as a result of the transaction, including: Market capitalisation Total assets S&P/ASX 200 LPT index weight $3.8bn $4,871m 5A% $0.4bn $565m 0.6% ~ Alower cost of capital ~ Greater funding flexibility through impro
Slide 24: Market analysis and timetable
Market analysis and timetable ce me
Slide 25: Offer value
Offer vaiue ® Offer value enhancement above headline $3.33 per UFG security ~ Implied value of $3.38 per JFG security based on different distribution entitlements for the period ending 31 Dec 2004 prior to transaction completion ~ Franked Mirvac distripution equates to real cash benefit for JFG secu
Slide 26: Increased market capitalisation
increased market capitalisation The acquisition increases Mirvac’s market capitalisation to $3.8 billion, making it the fourth largest listed property group in the S&P/ASX 200 LPT Index “@ 10 oO Ff & © & & © 8 2 OG & £ & FF SE & Ff KF & & © ££ G o ce © f oO 2 = & QO a 8 € a $68 54628 2 6 & §$ & e °°
Slide 27: Enhanced index weighting
Enhanced index weighting = The transaction will lead to an increased index weighting for Mirvac and JFG securityholders - provides enhanced liquidity - potential for a positive re-rating of Mirvac securities nse] ar | ivas_| Estimates based on estimated market capitalisation resulting ftom the trans
Slide 28: Potential re-rating
Potential re-rating = Mirvac currently trades at a 44bps premium to the average of its LPT peers ~ Stockland is trading 73bps below Mirvac = Potential exists for a re-rating resulting from the transaction FY05 distribution yield (cum adjusted) — LPT sector peers 8.14% 7AA% Stockland Westfield GPRT/L
Slide 29: Indicative timetable
Indicative timetable Transaction announcement First court hearing Explanatory memorandum available JFG scheme meeting (special resolution) Second court hearing Effecitve date 12 October 2004 Early November 2004 Mid November 2004 Late December 2004 Late December 2004 Late December 2004 Fan ay Note: t
Slide 30: Appendix
Appendix ce i i ihe
Slide 31: Summary of Mirvac
Summary of Mirvac s Mirvac is a diversified property group operating across three main divisions - Property investment, Property Development and Hotel Management =» Established in 1972, Mirvac has over 30 years of experience in the property industry and has an unmatched reputation for delivering qua
Slide 32: Summary of Mirvac
Summary of Mirvac Property Investment Mirvac's investment property oortfolio includes 50 commercial, retail, industrial, car park and hotel investments spread across Australia Total portfolio value of $2.35bn Occupancy teveis: " Commercial 97.2% " Retail 99.3% " Industrial 95.4% FY04 results overvie
Slide 33: Summary of JFG
Summary of JFG A fully integrated property investment, funds managernent, development and management business ® Listed on ASX in Nov 2001 * Funds under management — approx $1.8bn ® — Property development pipeline - more than $1.5bn JAMES FIELDING Grove AA i Closing price as at 11 October 2004 2 Debt
Slide 34: Summary of JFG
Summary of JFG Integrated model JAMES FIELDING Grove MIRVAC 33
Slide 35: Summary of JFG
Summary of JFG Investments — James Fielding Trust infrastructure a Key porticlio details “ High occupancy ~ 98.9% Invests in office, retail, industrial and property related 15% strategic stake in the ASX-listed JF Meridian Trust «Weighted average lease durations (by net incams| - 6.5 years Funds Man
Slide 36: Important information about this presentation
important information about this presentation This presentation has been prepared jointly by Mirvac and JFG for general information purposes only, without taking into account any Investor's objectives, financial position or needs. This presentation is not investrnent advice or a recommendation to an