Arena Reit · ASX:ARF
Arena Reit — Shareholder Meeting (December 2013)
24 slides from Arena Reit's shareholder meeting presentation, Dec 9, 2013
Slide 1: Investor meeting to consider the proposal to staple with Sydney HealthCare Trust
For personal use only Arena REIT (ASX Code ARF) Investor meeting to consider the proposal to staple with Sydney HealthCare Trust Implementing strategy to improve diversification and earnings 9 December 2013 arenainvest.com.au 1
Slide 2: Important notice
Important notice This presentation is prepared by Arena Investment Management Limited ACN 077 235 879 AFSL No. 233190 (Arena) as responsible entity of Arena REIT For personal use only ARSN 106 891 641 (ARF). The information contained in this document is current only as at 9 December 2013 or as other
Slide 3: Why has the meeting been called?
Why has the meeting been called? For personal use only The meeting has been called for ARF Investors (who held units at 12.00 pm (AEDT) on the record date being Saturday, 7 December 2013) to vote on resolutions to: • approve the stapling of Units in ARF with Units in Sydney HealthCare Trust (SHCT) (
Slide 4: Agenda
Agenda For personal use only 1 Management presentation 5 David Ross 2 Questions 15 Chairman 3 Formal business 16 Arena Investment Management 4 Counting of votes 21 5 Final voting results 22 6 Meeting close 24 James Goodwin Joint Managing Director Arena Investment Management Arena REIT | arenainvest.
Slide 5: Management presentation
For personal use only 1 Management presentation 5
Slide 6: Overview: Stapling Proposal key features and rationale
1 Overview For personal use only Stapling Proposal key features • Stapling of ARF units with SHCT units on a 1 for 1 NTA per unit basis. • SHCT investors can elect to accept cash of $1.15 per Stapled Security entitlement or hold stapled securities. The offer represents an equivalent pricing premium
Slide 7: Benefits, disadvantages and risks
1 Benefits, disadvantages and risks Benefits For personal use only Portfolio diversification: • Introduces healthcare exposure. • Broadens tenancy base. Relatively long remaining lease terms. Increase in ARF’s FY14 statutory forecast distribution from 8.4 cents to at least 8.65 cents per stapl
Slide 8: SHCT portfolio
1 SHCT portfolio For personal use only Wentworthville Medical Centre Bondi Junction Medical and Dental centre Leichhardt Medical Centre Mt Druitt Medical Centre Dapto Medical centre Campbelltown Medical and Dental Centre Arena REIT | arenainvest.com.au 8
Slide 9: SHCT consistent with ARF investment strategy
1 SHCT consistent with ARF investment strategy For personal use only The SHCT portfolio of healthcare assets is consistent with ARF’s strategy and investment criteria: Sectors Characteristics SHCT – A good fit Relatively long remaining The average WALE of the portfolio is 9 years. lease terms. Pre
Slide 10: Impact on ARF: sector and geographic diversification
1 Impact on ARF Sector Diversification (%) – Healthcare exposure For personal use only Pre Stapling incl. Affinity Post Stapling Childcare 17.4 Healthcare 82.6 100.0 Geographic Diversification (%) – increased exposure to NSW Pre Stapling incl. Affinity Post Stapling 0.4 0.3 1.9 QLD 2.3 13.1 2.4 10.9
Slide 11: Impact on ARF: tenant diversification and lease expiry
1 Impact on ARF Tenant Diversification (%) – exposure to Primary Health Care and reduced exposure to Goodstart For personal use only Pre stapling incl. Affinity Post Stapling 2.2 1.8 7.1 2.8 5.8 Goodstart 3.4 4.1 Primary Health Care 5.0 Kids in Care Group 7.7 9.4 Affinity 59.1 48.7 Preschool Serv Au
Slide 12: Impact on ARF: earnings and distribution
1 Impact on ARF For personal use only Cents Per Security 9.4 9.20 9.2 9.0 8.8 8.70 8.65 8.60 8.6 8.40 8.40 8.4 8.2 8.0 FY14 Statutory FY14 Pro Forma FY14 Statutory FY14 Pro Forma Annualised Annualised Pre Stapling incl. Affinity Post Stapling & Affinity Underlying Earnings FY14 Distribution • Under
Slide 13: Independent Expert Opinion
1 Independent Expert Opinion For personal use only • Independent expert opinion sought from respected accounting firm, Moore Stephens. • The Independent Expert is of the opinion: “ARF Unitholders will be better off if the Proposed Transactions are implemented than if they are not. The Proposed Trans
Slide 14: Board Recommendation
1 Board Recommendation For personal use only The Arena Board considers the Proposal to be in the best interests of ARF Investors and unanimously recommends ARF Investors vote in favour of both resolutions. The Arena Board considers the Proposal to be in the best interests of ARF Investors because th
Slide 15: Questions
For personal use only 15 2 Questions
Slide 16: Formal business
For personal use only 16 3 Formal business
Slide 17: Resolution 1: Stapling Proposal
3 Resolution 1: Stapling Proposal For personal use only Resolution 1 is a special resolution and is as follows: “Subject to the passing of the SHCT Stapling Resolution, the ARF Constitution be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) in accordance with the
Slide 18: Resolution 2: General Constitutional Changes
3 Resolution 2: General Constitutional Changes For personal use only Resolution 2 is a special resolution and is as follows: “If the Stapling Resolution is not approved, the ARF Constitution be amended (in accordance with section 601GC(1)(a) of the Corporations Act 2001 (Cth)) in accordance with the
Slide 19: Proxy voting results
3 Proxy voting results For personal use only Vote type Resolution 1 Resolution 2 Number of % of eligible Number of % of eligible votes votes cast votes votes cast For 96,900,789 91.65 96,525,624 91.33 Undirected 1,671,272 1.58 2,095,346 1.98 Against 7,160,414 6.77 7,075,479 6.69 Abstain 34,074 - 70,
Slide 20: Voting procedures
3 Voting procedures For personal use only Now go to poll • Both resolutions will now go to a poll. • Counting of votes will then take approximately 10 to 15 minutes • We will then reconvene the meeting to announce the outcome of the polls. Voting • Each investor/proxy holder must complete their gree
Slide 21: Counting of votes
For personal use only 4 Counting of votes 21
Slide 22: Final voting results
For personal use only 5 Final voting results 22
Slide 23: Final voting results
5 Final voting results For personal use only Vote type Resolution 1 Resolution 2 Number of % of eligible Number of % of eligible votes votes cast votes votes cast For Against Abstained Arena REIT | arenainvest.com.au 23
Slide 24: Meeting close
For personal use only 24 6 Meeting close