Bwp Trust · ASX:BWP
Bwp Trust — Merger or Acquisition (June 2025)
30 slides from Bwp Trust's merger presentation, Jun 27, 2025
Slide 1: Platform for growth
Platform for growth For personal use only > BWP Internalisation > BWP and Bunnings lease reset and capital investment 27 June 2025
Slide 2: Important notice
Important notice For personal use only This presentation has been prepared on behalf of the BWP Management Limited ACN 082 856 424 (BWPM) as responsible entity of the BWP Trust ARSN 088 581 097 (ASX:BWP) (BWP Trust). The information in this presentation is current as at the date of this presentation
Slide 3: Acknowledgement of Country
Acknowledgement of Country For personal use only We acknowledge the Traditional Owners of Country throughout Australia and their continuing connection to lands and waterways upon which we depend. We pay our respects to their Elders, past, present, and emerging. PHOTO: HANS WISMEIJER 3 P L A T FORM F
Slide 4: Proposed Transaction – three key components
Proposed Transaction – three key components Board recommended transaction, aligned to BWP’s strategic pillars of portfolio optimisation and profitable growth, with significant benefits to Unitholders For personal use only On 27 June 2025, BWP Management Limited (BWPM) as responsible entity for BWP T
Slide 5: Internalisation
1 Internalisation Creating an independent platform for growth For personal use only Current corporate structure (prior to Proposed Transaction) > BWP to pay $142.6m to Wesfarmers (the Internalisation Purchase Price) to internalise the management functions of Other BWPM, reflecting a multiple of 10.6
Slide 6: Lease Reset and Extension
2 Lease Reset and Extension Material WALE extension secures the Bunnings tenant covenant and drives valuation uplift For personal use only > 62 Bunnings Leases are to be reset and extended, with: – leases to be materially extended, increasing BWP’s 62 leases, reflecting all ongoing leases between po
Slide 7: Capital Expenditure Commitments
3 Capital Expenditure Commitments Securing future growth and ensuring portfolio quality For personal use only > Store expansion capital expenditure – BWP and Bunnings have agreed to undertake store upgrades at five Bunnings sites Store expansion capital expenditure – Works to commence within three y
Slide 8: Proposed Transaction – benefits for BWP unitholders
Proposed Transaction – benefits for BWP unitholders The Proposed Transaction aligns with BWP’s objective of providing Unitholders with a secure and growing For personal use only income stream and capital growth through selective acquisitions and development opportunities Income and covenant certaint
Slide 9: Income and covenant certainty
Income and covenant certainty Proposed Transaction will increase the certainty of future rent, with Bunnings’ medium-term vacancy and associated income risk removed For personal use only Whole portfolio WALE (31 December 2024)1 > Quality tenant retention ensuring continued covenant strength and inco
Slide 10: Income and covenant certainty: term certain extended
Income and covenant certainty Term certain of Bunnings leases extended materially For personal use only Leases expiring per year as a proportion of rental income (Bunnings leases only)1 35% As at 31 Dec 2024 Should the Proposed Transaction be implemented 30% 25% % of rental income2 20% 15% 10% 5% -
Slide 11: Lowering cost of doing business
Lowering cost of doing business Eliminating the management fee payable to Wesfarmers1, whilst internalising operating expenses, is expected to reduce BWP’s cost of doing business For personal use only FY26 net management cost savings2 > Cost reduction is expected to lower BWP’s operating costs and i
Slide 12: Platform for growth
Platform for growth Proposed Transaction provides an important enabler for growth, lowering cost of capital, increasing the addressable market and affording increased optionality regarding growth platforms For personal use only > Aligns BWP to the market standard – Excluding BWP, only three of large
Slide 13: Platform for growth: capital expenditure commitments
Platform for growth Capital expenditure commitments to secure future growth and portfolio quality For personal use only Asset expansion capital expenditure1, incremental rent payable at the five-year swap plus a 200bps margin Maitland | $25m Balcatta | $15m Smithfield | $10m Additional upgrades of o
Slide 14: 2.0% accretive to FY26 distribution forecast
2.0% accretive to FY26 distribution forecast Proposed Transaction is forecast to be 2.0% accretive to FY26 distribution (2.3% accretive on a For personal use only pro forma full-year basis)1 Forecast FY26 distribution (cents per security)1 > 2H FY25 distribution confirmed at 9.45cpu, providing full-
Slide 15: Summary of key outcomes
Summary of key outcomes Proposed Transaction affords materially longer WALE, increased certainty over future rent, committed portfolio expenditure, strong covenant retention and distribution per security (DPS) accretion For personal use only Leases extended Weighted average lease expiry Weighted ave
Slide 16: Key dates for the Proposed Transaction
Key dates for the Proposed Transaction For personal use only Signing and announcement Friday, 27 June 2025 Lodgement of Meeting Booklet Friday, 27 June 2025 Dispatch of Meeting Booklet Wednesday, 2 July 2025 Meeting of BWP Trust unitholders 10:00am AWST, Monday, 28 July 2025 Should the Proposed Tran
Slide 17: Proposed Transaction approval process
Proposed Transaction approval process Resolutions will be put to BWP unitholders to approve the transaction For personal use only Proposal Resolutions upon which BWP unitholders will vote Implementation Deed – Executed with Wesfarmers with three RESOLUTION 1 - GENERAL APPROVAL OF PROPOSAL AND elemen
Slide 18: Questions
Questions For personal use only For further information, please contact: Mark Scatena Managing Director BWP Management Limited Telephone: +61 8 9327 4356 E-mail: investorrelations@bwptrust.com.au Pakenham (VIC) 1 8 P L A T FORM F OR G ROW T H
Slide 19: Supporting Information
Supporting Information For personal use only
Slide 20: Supporting Information - Contents
Supporting Information - Contents For personal use only > Framework of the Proposed Transaction > Lease Reset and Extension key terms > Capital Expenditure Commitments > Funding – Sources and uses > Key financial metrics – Forecast operating cost savings – Pro forma balance sheet – Profit & loss for
Slide 21: Framework of the Proposed Transaction
Framework of the Proposed Transaction > Deloitte Corporate Finance Pty Limited have prepared an Independent Expert’s Report and concluded that the Proposed Transaction is fair and For personal use only Independent Expert reasonable and in the best interests of BWP Unitholders not associated with Wes
Slide 22: Lease Reset and Extension key terms
Lease Reset and Extension key terms For personal use only Lease Reset and > Covers 62 leases between BWP and Bunnings which represents all leases between BWP and Bunnings except for Rocklea, Wagga Wagga and Extension package Geraldton which are excluded following Bunnings’ notification of its intent
Slide 23: Lease Reset and Extension key terms
Lease Reset and Extension key terms For personal use only > Leases to retain existing annual rent review framework Annual rent reviews > For the avoidance of doubt, if an MRR was due at the next anniversary after Implementation, it will not operate and will be replaced with the annual escalation tha
Slide 24: Capital Expenditure Commitments
Capital Expenditure Commitments For personal use only > $56 million of store expansion capital expenditure agreed across five sites > Works agreed to be commenced within three years of Implementation Store expansion > To be funded by BWP and rentalised at a funding rate equal to the five-year swap r
Slide 25: Funding – Sources and uses
Funding – Sources and uses Internalisation funded by a mix of debt funding and issuance to Wesfarmers of new BWP stapled securities For personal use only Sources $m % Net internalisation payment $m New Stapled Securities issued to Wesfarmers 42.6 27% Purchase price 142.6 Debt funding – Cash consider
Slide 26: Key financial metrics – Forecast operating cost savings
Key financial metrics – Forecast operating cost savings Material improvement in pro forma forecast operating costs post-internalisation For personal use only Column Description Pre-internalisation Forecast net operating costs for Forecast net operating costs and Pre- Capital Lease Reset BWP for the
Slide 27: Key financial metrics – Pro forma balance sheet
Key financial metrics – Pro forma balance sheet For personal use only Proforma consolidated statement of Capital 31 December Lease Reset BWP Pro Column Description financial position Internalisation Expenditure 2024 and Extension Forma ($m) Commitments December 2024 Statutory accounts for the financ
Slide 28: Key financial metrics – Profit & loss forecasts
Key financial metrics – Profit & loss forecasts For personal use only Column Description Pre-internalisation Forecast net operating costs for Explanatory forecast consolidated Pre- Capital Lease Reset BWP for the year ending 30 June statement of profit or loss internalisation Internalisation Expendi
Slide 29: Key financial metrics – Distribution forecasts
Key financial metrics – Distribution forecasts For personal use only Pre- Forecast distributions paid or payable Transaction FY2025F internalisation FY2026F ($m) Adjustments FY2026F Normalised profit for the period 268.3 130.2 4.8 135.1 Capital profits released from undistributed profit 0.7 5.6 - 5.
Slide 30: Thank you
For personal use only Thank you