Bond Offer Fixed Rate Senior Secured Bonds
Total Page:16
File Type:pdf, Size:1020Kb
Bond offer Fixed rate senior secured bonds December 2014 Arranger, Organising Participant Joint Lead Manager Joint Lead Manager Co-Manager & Joint Lead Manager 0800 269 476 0800 226 263 0800 005 678 0800 742 737 www.precinctbondoffer.co.nz www.anzsecurities.co.nz www.craigsip.com www.fnzc.co.nz www.macquarie.co.nz Disclaimer and Important Information A simplified disclosure prospectus (SDP) dated 27 November 2014 has been prepared by Precinct Properties New Zealand Limited (Precinct) in respect of fixed rate senior secured bonds (Bonds)1 and registered in accordance with section 42 of the Securities Act 1978. This presentation does not constitute a recommendation by Precinct, The New Zealand Guardian Trust Company Limited (Bond Trustee), Public Trust (Security Trustee), ANZ Bank New Zealand Limited (Arranger and Organising Participant), Deutsche Craigs Limited and First NZ Capital Securities Limited (together with the Arranger, the Joint Lead Managers) or Macquarie Capital (New Zealand) Limited (Co-Manager) or any of their respective directors, officers, employees, agents or advisers to subscribe for, or purchase, any Bonds. Precinct, the Bond Trustee, Security Trustee, Arranger, Organising Participant, Joint Lead Managers, and the Co-Manager, their directors, officers, employees, agents or advisers, to the extent allowable by law, do not accept any responsibility or liability whatsoever for any loss arising from this presentation or its contents or otherwise arising in connection with the offer of the Bonds. This presentation is for preliminary information purposes only and is not an offer to sell or the solicitation of an offer to purchase or subscribe for the Bonds and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. The information in this presentation is given in good faith and has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy, correctness and completeness cannot be guaranteed. You should not decide whether to purchase the Bonds until you have read Precinct’s SDP relating to the Bonds. No applications will be accepted or money received unless the subscriber has received the SDP. Precinct intends to offer the Bonds to the public in New Zealand. Precinct has not and will not take any action which would permit a public offering of the Bonds, or possession or distribution of any offering material in respect of the Bonds, in any country or jurisdiction where action for that purpose is required (other than New Zealand). The Bonds constitute fixed rate senior secured debt obligations of Precinct and benefit (on an equal ranking basis with other secured creditors, including Precinct's Bank Facility Lenders, the Bank Facility Agent, the USPP Noteholders, the Hedging Provider and any future secured creditors) from Mortgages over real property granted by Precinct’s property holding subsidiaries (Precinct Properties Downtown Limited and Precinct Properties Holdings Limited). In an insolvency of those security providers, the claims of the senior secured creditors will (by virtue of that security) rank ahead of all other creditors of the relevant security provider other than certain statutorily preferred creditors. Capitalised terms used in this presentation and not otherwise defined have the meanings given to them in the SDP. Application has been made to NZX Limited (NZX) for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that can be complied with on or before the date of this presentation have been duly complied with. However, the Bonds have not yet been approved for quotation and NZX accepts no responsibility for any statement in this presentation. NZX is a registered exchange and the NZX Debt Market is a registered market under the Securities Markets Act 1988. Investors should contact any of the Joint Lead Managers, the Co-Manager, or their usual financial advisor to request a free copy of the SDP for the Bonds. A free copy of the SDP can also be reviewed at www.precinctbondoffer.co.nz. PRECINCT1 The security – FIXED for RATEthe Bonds SENIOR is discussed SECURED on page BOND 3 and OFFER 21. – DECEMBER 2014 Page 2 Key terms of the offer Issuer Precinct Properties New Zealand Limited Precinct Properties Holdings Limited, Precinct Properties Downtown Limited and Precinct Properties Guarantors Wynyard Limited1 The Bonds are senior secured fixed rate debt obligations of Precinct The Bonds will rank equally among themselves. The Bonds will be secured by Mortgages and will rank Ranking and Security equally with certain other senior obligations of Precinct (including bank facilities, USPP Notes and hedging facilities) also secured by the same Mortgages. The Bonds are guaranteed by Precinct Holdings, Precinct Downtown and Precinct Wynyard Offer Amount Up to $50 million (plus up to $25 million oversubscriptions) Use of Proceeds To repay existing bank debt (net of issue costs) Maturity Date 17 December 2021 Interest Rate To be set following the bookbuild on 12 December 2014 as determined by the Issuer and Arranger Indicative Margin 1.30% - 1.45% p.a. Interest Payments Semi-annually in arrear in equal payments on 17 June and 17 December of each year Application Amounts Minimum holding of $5,000 and in multiples of $1,000 thereafter Listing2 It is expected the Bonds will be quoted under the ticker code PCT010 on the NZX Debt Market Credit Rating Precinct and the Bonds are not rated 1. The guarantee obligations of the Guarantors are joint and several and are not limited and their obligations are secured by Mortgages. 2. Application has been made to NZX for permission to quote the Bonds on the NZX Debt Market and all the requirements of NZX relating thereto that can be complied with on or before the date of this presentation have been duly complied with. However, the Bonds have not yet been approved for trading and NZX accepts no responsibility for any statement in this presentation. The NZX Debt Market is a registered market operated by NZX, which is a registered exchange, regulated under the Securities Market Act. PRECINCT – FIXED RATE SENIOR SECURED BOND OFFER – DECEMBER 2014 Page 3 Our business Overview New Zealand’s only specialist listed investor in prime commercial office property NZX 20 company with around 7,800 New Zealand shareholders1 Owns and operates some of New Zealand’s best known and highly regarded office buildings Total assets of $1.75 billion (total liabilities $0.64 billion)2 Industry Leaders Precinct is New Zealand’s only specialist listed investor in prime office buildings. Our Majority of income generated portfolios in Auckland and Wellington are arguably the best in both cities. from Government organisations and financial and professional services firms 1 As at 30 June 2014. No shareholder guarantees the Bonds. 2 As shown in the audited financial statements for the Group for the year ended 30 June 2014. PRECINCT – FIXED RATE SENIOR SECURED BOND OFFER – DECEMBER 2014 Page 5 Governance and management ■ Majority independent Board with Craig Stobo, Chairman, Independent shareholder voting ■ Externally managed by AMP Haumi Management Limited, a joint venture between AMP Capital and Haumi (19% cornerstone investment) – Tiered management fee structure – Performance fee aligned with investor returns ■ Management team Independent Directors (Pictured left to right) – Scott Pritchard, CEO − Graeme Wong − Don Huse – George Crawford, CFO − Graeme Horsley – Davida Dunphy, General Counsel – Andrew Buckingham, GM Development – Kym Bunting, GM Property PRECINCT – FIXED RATE SENIOR SECURED BOND OFFER – DECEMBER 2014 Page 6 Our Portfolio 30 June 14 Auckland Portfolio 60% Weighting by value to Auckland 2 155,000m Net lettable area 6.0 years 01. 02. Weighted average lease term 03. 05. 06. 07. 04. 98% Occupancy 6.9% Valuation cap rate Asset list 01. SAP Tower1 05. AMP Centre 02. ANZ Centre 06. PwC Tower 03. Zurich House 07. HSBC House All information is as at 30 June 2014 1Precinct has entered into an unconditional PRECINCT – FIXED RATE SENIOR SECURED BOND OFFER – DECEMBER 2014 agreement to sell SAP Tower in Auckland for $97 04. Downtown Shopping Centre million. Settlement is expected to takePage place 8 in February 2015. Wellington 10. Portfolio 40% 08. Weighting by value to Wellington 09. 04. 07. 2 167,000m 06. Net lettable area 4.8 years 05. 03. Weighted average lease term 97% Occupancy 02. 7.9% 01. Valuation cap rate Asset list 01. Bowen Campus 05. Mayfair House 09. Deloitte House 02. No1 and No3 The Terrace 06. 80 The Terrace 10. State Insurance Tower 03. Pastoral House 07. 125 The Terrace PRECINCT – FIXED RATE SENIOR SECURED BOND OFFER – DECEMBER 2014 Page 9 04. Vodafone on the Quay 08. 171 Featherston Street All information is as at 30 June 2014 Portfolio metrics as at 30 June 14 5.4 years Lease expiry profile by NLA Weighted average lease term 98% Occupancy 87% Weighted (by value) New Build Standard Score 86% Of our office towers weighted (by value) are Premium or A-Grade Occupancy PRECINCT – FIXED RATE SENIOR SECURED BOND OFFER – DECEMBER 2014 Page 10 Our clients ■ 21% of gross rental Major government occupiers Major corporate occupiers2 income generated from The Treasury ANZ Bank New Zealand Limited government organisations Ministry of Social Development PwC ■ ANZ Bank is Precinct’s Ministry of Primary Industries Buddle Findlay largest individual Department of Corrections Chapman Tripp occupier representing Ministry of Health IAG around 10% of gross rental income1 Composition of revenue by industry sector ■ Top15 clients contribute 40% of gross income 1 ANZ Bank New Zealand Limited is not the lessee and is not liable for the rent. A subsidiary of ANZ Bank New Zealand Limited, Arawata Assets Limited, is the lessee and is liable for the rent. 2 The party liable to pay the rent under the leases for the corporate occupiers is, in most cases, a special purpose vehicle with limited assets.