Fixed Rate Senior Secured Bond Offer
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FIXED RATE SENIOR SECURED BOND OFFER AUGUST 2016 Joint Lead Managers Co-Manager Important information and disclaimer Important Information The offer of fixed rate senior secured bonds (Bonds) by Kiwi Property Group Limited (Kiwi Property) is made in reliance upon the exclusion in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA). The offer contained in the Terms Sheet is an offer of bonds that have identical rights, privileges, limitations and conditions (except for the interest rate and maturity date) as Kiwi Property’s $125 million fixed rate senior secured bonds maturing on 20 August 2021 which are currently quoted on the NZX Debt Market under the ticker code KPG010 (KPG010 Bonds). The Bonds are of the same class as the KPG010 Bonds for the purposes of the FMCA and the Financial Markets Conduct Regulations 2014 (FMC Regulations). Kiwi Property is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX) for the purpose of that information being made available to participants in the market and that information can be found by visiting www.nzx.com/companies/KPG/announcements. The KPG010 Bonds (which have a fixed interest rate of 6.15% p.a. and a maturity date of 20 August 2021) are the only debt securities of Kiwi Property that are in the same class as the Bonds and are currently quoted on the NZX Debt Market. Investors should look to the market price of the KPG010 Bonds referred to above to find out how the market assesses the returns and risk premium for those bonds. Disclaimer This presentation is for preliminary information purposes only and is not an offer to sell or the solicitation of any offer to purchase or subscribe for any financial products 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 document 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. All of the data provided in this document is derived from publicly available information in relation to Kiwi Property (including the annual report of Kiwi Property for the year ended 31 March 2016), unless otherwise indicated. Unless otherwise indicated, all of the numerical data provided in this presentation is stated as at 31 March 2016. All figures are rounded. A Terms Sheet dated 23 August 2016 (Terms Sheet) has been prepared in respect of the offer of the Bonds. Investors should not purchase the Bonds until they have read the Terms Sheet. Investors should consider the risks that are associated with an investment in the Bonds, particularly with regard to their personal circumstances (including financial and tax issues). The selling restrictions set out in the Terms Sheet apply to the Bonds. This presentation is dated August 2016. Kiwi Property > Fixed rate senior secured bond offer > August 2016 2 Contents Important information and disclaimer 02 Presented by: Chris Gudgeon, Chief Executive Key terms of the bond offer 04 Gavin Parker, Chief Operating Officer Company overview 05 Pro-forma gearing ratio 06 Strategic and operational overview 07 The Bonds 14 Appendices 20 Our retail assets 21 Our office assets 23 Pro-forma key portfolio metrics 24 Unless otherwise indicated, all numerical data provided in this Pro-forma geographic and sector diversification 25 presentation is stated as at 31 March 2016. Pro-forma tenant diversification 26 All figures are rounded. Kiwi Property > Fixed rate senior secured bond offer > August 2016 3 Key terms of the bond offer Issuer Kiwi Property Group Limited Instrument Fixed rate senior secured bonds (Bonds) Issue amount Up to $75 million, with the ability to accept oversubscriptions of up to $50 million Use of proceeds Repayment of bank debt and for general corporate purposes Tenor 7 years Maturity Date 7 September 2023 Interest Rate The Interest Rate will be set following the bookbuild on 31 August 2016 Interest payments Semi-annual in arrear on 7 March and 7 September Guarantors The Issuer and its wholly-owned subsidiaries, Kiwi Property Holdings Limited, Sylvia Park Business Centre Limited and Kiwi Property Te Awa Limited on a joint and several basis Security The Guarantors have granted security over all of their assets under a general security agreement in favour of the Security Trustee for the benefit of all Beneficiaries (including Bondholders, the bank lenders, hedging providers and any new future secured creditors) on an equal ranking basis. The security includes a security interest over all personal property, a charge over real property and an agreement to mortgage in respect of real property and secures all amounts owing to the applicable secured creditors Ranking Senior secured obligations of the Issuer that will rank equally amongst themselves and equally with all other senior secured obligations owed to Kiwi Property’s other senior secured creditors (including Bondholders, the bank lenders, hedging providers and any new future secured creditors), and ahead of the listed shares in Kiwi Property. In an insolvency of a Guarantor, the claims of these senior secured creditors, including the Bondholders, will (by virtue of that security) rank ahead of all other unsecured creditors of the relevant Guarantor other than certain statutorily preferred creditors Credit rating Kiwi Property and the Bonds are unrated Application amount Minimum of $5,000 and in multiples of $1,000 thereafter Quotation The Issuer must take any necessary steps to ensure the Bonds are quoted immediately after issue. It is expected that the Bonds will be quoted under the code KPG020 on the NZX Debt Market Fees Brokerage: 0.50% and Firm fee: 0.25% Kiwi Property > Fixed rate senior secured bond offer > August 2016 4 Company overview As at 31 March 2016 Proven track Sound financial Solid property Record FY16 record position fundamentals result > New Zealand’s > $2.70 billion > Diversified > Profit after tax largest listed total assets portfolio of retail $250.8 million, property and office +117.7% on prior > Conservative assets company year gearing of 30.3% > Ranked within > 374,739 sqm net the top 15 on the > Net tangible lettable area S&P/NZX 50 Index assets per share > 887 tenants $1.34 > ~$2 billion market > 98.7% capitalisation > Weighted occupancy average term to > Internally > 5.1 years managed with a maturity of weighted 22-year record of finance debt average lease solid results 3.9 years term Kiwi Property > Fixed rate senior secured bond offer > August 2016 5 Pro-forma gearing ratio Post balance date acquisition and disposal > On 31 May 2016 Kiwi Property acquired a 50% interest in The Base shopping centre, Hamilton from The Base Limited (TBL) for $192.5 million > On 11 August 2016 Kiwi Property’s $46.8 million sale of Centre Place – South, Hamilton, settled > The following is a pro-forma calculation showing the impact of these transactions on Finance Debt, Total Tangible Assets and the Gearing Ratio Acquisition of Pro-forma post As at 50% interest in Sale of Centre acquisition 31-Mar-16 The Base Place – South and sale $000 $000 $000 $000 Finance Debt 815,500 192,500 (46,800) 961,200 Total Tangible Assets 2,691,503 192,500 (46,700) 2,837,303 Gearing Ratio1 30.3% 33.9% > TBL has the right to require Kiwi Property to acquire its remaining 50% interest, at a price determined by independent valuation, between 2018 and 2021 1. Ratio of Finance Debt to Total Tangible Assets. Finance Debt, for the purposes of the Gearing Covenant, excludes any subordinated debt and any unrealised indebtedness or exposure in respect of a derivative contract before its close-out. Total Tangible Assets, for the purposes of the Gearing Covenant, excludes any unrealised amount owing under a derivative contract before its close-out and any deferred tax asset. Kiwi Property > Fixed rate senior secured bond offer > August 2016 6 Strategic and operational overview Our vision, objective and investment strategy Our vision > To be synonymous with New Zealand’s best retail and workplace experiences Our objective > To provide investors with a reliable investment in New Zealand property, targeting superior, risk-adjusted returns over time through the ownership and active management of a diversified high-quality portfolio Our investment strategy > To invest in a diversified portfolio of retail and office assets that are expected to outperform by consistently attracting high levels of tenant demand • We favour diversification as it reduces the volatility of income returns and provides flexibility to allocate capital to individual sector opportunities • We have a bias towards the retail sector and specifically regional shopping centres that are dominant within their catchments • We favour the Auckland region, given its superior prospects for economic, population and employment growth Kiwi Property > Fixed rate senior secured bond offer > August 2016 7 Strategic and operational overview Our vision, objective and investment strategy (continued) Our investment strategy (continued) Our core portfolio comprises: Retail portfolio Office portfolio • Auckland • Auckland Dominant regional shopping centres and Prime-grade office with desired attributes large format retail (quality, floorplate, services, location and • Outside of Auckland car parking) Dominant regional shopping centres and • Wellington large format retail centres in regions with Core government office accommodation positive prospects for growth (economic, supported by long-term leases to the population and employment) Government Third party management > We also manage properties for third parties and joint owners as this enables us to: • diversify our investments over a greater pool of assets, and • leverage returns by generating additional property management fee income Kiwi Property > Fixed rate senior secured bond offer > August 2016 8 Refer to the appendices (page 24) for Strategic and operational overview pro-forma statistics post the acquisition of a 50% interest in The Base shopping Key portfolio metrics centre and sale of Centre Place – South.