Centuria Capital Group · ASX:CNI
Centuria Capital — Merger or Acquisition (April 2021)
24 slides from Centuria Capital's merger presentation, Apr 19, 2021
Slide 1: Merger with Primewest combining two leading real estate platforms
A S X:CNI 19 April 2021 For personal use only Centuria Capital Group CENTURIA HEALTHCARE: 32 MORROW STREET, TARINGA, QLD PRIMEWEST: AUSTRALIA PLACE, PERTH Merger with Primewest combining two leading real estate platforms with over A$15 billion of AUM CENTURIA CAPITAL GROUP ASX:CNI 1 PRIMEWEST: EXCHA
Slide 2: Disclaimer
Disclaimer For personal use only This presentation has been prepared by Centuria Capital Limited and Centuria Funds Management Limited the contents of this presentation. To the maximum extent permitted by law, CNI does not accept any as responsible entity of Centuria Capital Fund (together the stapl
Slide 3: Centuria to Merge with Primewest
Centuria to Merger with Primewest • Centuria Capital Group (Centuria, ASX:CNI) has entered into a Bid Implementation Deed (BID) in relation to a merger transaction with For personal use only Primewest Group (Primewest, ASX:PWG) via an off-market takeover offer (Merger) Transaction • The Primewest Bo
Slide 4: Benefits for new and existing Centuria securityholders
Benefits for new and existing Centuria securityholders For personal use only Combines two highly Increases scale and relevance Enhanced Geographic and Financially attractive complementary real estate Sector Diversification platforms AUM would increase by 52% to Enhanced diversification by geography
Slide 5: Section One: Merger Summary
For personal use only SECTION ONE Merger Summary A S X:CNI CENTURIA CAPITAL GROUP ASX:CNI 5 CIP: 23-41 CHPF: PRIMEWEST: GALWAY 645-647 BURWOOD LISAROW AVENUE, MARLESTON, HWY,SHOPPING PLAZA VERMONT SA SOUTH, VIC CENTRE, NSW
Slide 6: Key Features of the Merger
Key Features of the Merger For personal use only • Primewest securityholders will receive $1.51 per Primewest security comprising: Merger – $0.20 of cash per Primewest security; and Consideration – 0.473 Centuria securities per Primewest security, equating to $1.31 based on Centuria’s closing price
Slide 7: Section Two: Profile of the Merged Group
For personal use only SECTION TW O Profile of the Merged Group A S X:CNI CENTURIA CAPITAL GROUP ASX:CNI 7 CENTURIA: VISY FACILITY, PENROSE AUCKLAND, NZ
Slide 8: Combination of two highly complementary real estate platforms with $15.5bn of AUM
Combination of two highly complementary real estate platforms with $15.5bn of AUM For personal use only $15.5bn1 $1bn2 Pro forma Group AUM on balance sheet ~$191m Pro forma cash on balance sheet $0.9bn $14.6bn Investment Centuria Office (ASX:COF) Real Estate AUM Bonds $217m (19.9%)4 Listed Centuria
Slide 9: Integrated expertise overseeing the combined $14.6bn real estate platform
Integrated expertise overseeing the combined $14.6bn real estate platform1 For personal use only Property Funds Management Property Services Property Services across both platforms continues to deliver strong Listed and Unlisted divisions benefiting from an integrated platform results to the funds t
Slide 10: Merger expands distribution channels and diversifies capital sources
Merger expands distribution channels and diversifies capital sources Significant unlisted AUM of $9.4bn complementing $5.2bn of listed real estate AUM1 For personal use only REAL ESTATE FUND TYPES Unlisted multi asset fund Unlisted multi asset fund Unlisted multi asset 5% Unlisted multi asset open 8
Slide 11: Expanding platform of unlisted institutional mandates
Expanding platform of unlisted institutional mandates Over $2 billion of unlisted institutional mandates with scope for further expansion For personal use only SELECT INSTITUTIONAL UNLISTED FUND MANDATES CENTURIA : 32 MORROW STREET, TARINGA, QLD PRIMEWEST : SPRING FARM SHOPPING CENTRE, NSW PRIMEWEST
Slide 12: Merger consistent with 'dual' growth strategy
Merger consistent with ‘dual’ growth strategy Combination of two leading real estate platforms with a strong track record of AUM growth For personal use only ASSETS UNDER MANAGEMENT $1bn+ PLUS OVER $1BN OF $15.5bn1 OPPORTUNITIES IN DD ACROSS BOTH CENTURIA / PLATFORMS 5.0 PRIMEWEST $10.2bn MERGER $8.
Slide 13: Merger significantly increases scale and relevance
Merger significantly increases scale and relevance Merged group will be amongst the largest real estate fund managers on the ASX 1 For personal use only ASX LISTED REAL ESTATE FUNDS MANAGER PEER SET (EXTERNAL AUM $BN)1 $46.4bn $48.5bn 2 $15.5bn $15.6bn $12.9bn $10.5bn $9.7bn $8.3bn $5.0bn $2.9bn $1.
Slide 14: Australasian platform with enhanced geographic diversification
UNLISTED $14.6bn1 Australasian platform with enhanced geographic diversification Increased exposure to WA is underpinned by Primewest's depth of experience in this market For personal use only NT QLD $2.7bn WA 18% (from 22%) SA Auckland $3.4bn $0.8bn 23% 5% $2.8bn $1.5bn (from 8%) (from 5%) NSW $19%
Slide 15: Enhanced sector diversification creating new growth opportunities
UNLISTED Enhanced sector diversification creating new growth opportunities 72% focused on existing capabilities in office and industrial with the introduction of three new sectors For personal use only $14.6bn 1 Real Estate Platform Daily Needs Large Format Office Industrial Healthcare Agriculture O
Slide 16: Merger generates strong accretion for both Centuria and Primewest
UNLISTED Merger generates strong accretion for both Centuria and Primewest Financially attractive for both Centuria and Primewest securityholders For personal use only CENTURIA PRO FORMA FY21 EPS1 PRIMEWEST PRO FORMA FY21 EPS1 +4% +19% accretion accretion 12.6¢ 6.8¢ 12.0¢ 5.8¢ Centuria standalone gu
Slide 17: Appendix A: Primewest Overview
For personal use only APPENDIX A Primewest Overview A S X:CNI CENTURIA CAPITAL GROUP ASX:CNI 17 PRIMEWEST: EXCHANGE TOWER, PERTH
Slide 18: Primewest Overview
Primewest Overview BUSINESS DESCRIPTION AUM Growth ($BN) For personal use only • Primewest is one of Australia’a leading listed real estate funds managers – Impressive track record of 19% AUM CAGR from FY17 to 31 March 2021 19% • Primewest has $5.0bn AUM across listed and unlisted real estate funds
Slide 19: Primewest manages $5.0bn across diverse asset classes
UNLISTED Primewest manages $5.0bn across diverse asset classes For personal use only $5.0bn Real Estate Platform Daily Needs Retail Large Format Office Industrial Agriculture Other (“DNR”) Retail (“LFR”) AUM A$1.8bn A$0.6bn A$1.1bn A$1.0bn A$0.3bn1 A$0.3bn Office assets located Industrial sites in w
Slide 20: Founding Directors and Management
Founding Directors and Management • The Primewest Board has unanimously recommended the Merger, in the absence of a superior proposal and subject to an independent expert opining that the Merger is For personal use only fair and reasonable to Primewest Securityholders • The Primewest Board, includin
Slide 21: Appendix B: Pro Forma Balance Sheet
For personal use only APPENDIX B Pro Forma Balance Sheet A S X:CNI CENTURIA CAPITAL GROUP ASX:CNI 21 CENTURIA: 1521 ROAD, ORANGE, NSWFOREST
Slide 22: Pro Forma Operating Balance Sheet
Pro Forma Operating Balance Sheet For personal use only Centuria stand-alone Primewest stand-alone • Centuria stand-alone based on Merger 31 December 2020 balance $ million 31-Dec-20 Adjustments Pro forma 31-Dec-20 Adjustments Pro forma Adjustments Merged Group sheet adjusted for payment of (A) (B)
Slide 23: Definitions
Definitions For personal use only Operating Segments: Group has four reportable Non-operating segments: Non-operating items CNI, CCG or the Group: Centuria Capital Group operating segments. These reportable operating comprises transaction costs, mark-to-market comprises of Centuria Capital Limited A
Slide 24: For personal use only
For personal use only CENTURIA METROPOLITAN REIT ASX:CMA 24
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