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ASPEN GROUP Investor Presentation 2021

Aug 18, 2021

64404_rns_2021-08-18_17df9ade-db88-4f45-969c-6d2d3b7c1ca1.pdf

Investor Presentation

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Not for release to US wire services or

distribution in the United States

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1

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Perth CBD
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813 Canning Highway, Applecross

Perth Apartment Portfolio

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2

Summary

▪ Aspen Group has entered into agreements to facilitate the acquisition of a portfolio of apartments in Perth’s inner-metro suburbs that are owned by associates of the Buckeridge Group of Companies (BGC)[1] ▪ The Portfolio includes 17 properties comprising 514 apartments with an average of 1.7 bedrooms Perth Apartment Portfolio ▪ Current occupancy is only 41% and average weekly rent is only $215 reflecting the state of the apartments ▪ Perth offers an attractive lifestyle, it currently has good economic and population growth[2] , residential vacancy rate of about 1%, and increasing residential prices and rents[3] , yet current price levels are generally less than 10 years ago and have lagged the eastern states[4] ▪ $52m (pre transaction costs) - $101k per apartment and $61k per bedroom Purchase Price ▪ Land value is a very high component of total value ▪ The condition of the apartments is highly varied from uninhabitable to refurbished / relatively new ▪ We intend to refurbish the apartments where required and hold the vast majority as rental stock: Strategy – Refurbish To - Expect to spend around $25m across the portfolio over 18-24 months Rent - Equating to around $50k per apartment acquired, but ranging widely from $0 to around $100k depending on current condition of each building / apartment ▪ Aiming to raise $28.3m of new equity at $1.33 per security: - $23.2m Placement + up to $2.75m SPP Funding - $2.25m Director/Employee tranche – represents 15% of current holdings - subject to securityholder approval at AGM in November - Additional debt funding of $34.4m for initial acquisition ▪ Expected total returns are consistent with our objective of generating 10% growth in profits / book equity over the medium term: - Net rental yield is expected to be only 1.0-1.5% for the first 12 months depending on how many apartments are off line for refurbishment, Expected Returns and to increase to over 5.0% post the refurbishment and leasing program - We are aiming for a valuation uplift of at least 30% on total cost post refurbishing and leasing apartments

  1. Aspen Group has entered into a Nomination Deed with a third party to facilitate the acquisition by Aspen of the properties. 2. Source: ABS 3. Source: Landgate/REWIA 4. Source: Macrobusiness

3

Investment Rationale

CoreLogic

  • The portfolio is very well suited to Aspen’s business of providing quality accommodation on competitive terms in residential, retirement and park communities

  • ▪ Perth offers an attractive lifestyle, its economy and population are growing[1] , residential vacancy rate is around 1%, residential rents and prices have increased about 10-15% from the bottom[2] , but prices are still generally less than they were 10 years ago and have lagged the eastern states[3]

  • Attractive entry price of $52m for the whole portfolio (pre acquisition costs) is only about: - $101k per apartment – about half the median price of comparable apartments in the same suburbs (refer page 21)

    • $1,860psm of estimated internal floorspace
    • $1,100psm of underlying land
  • Significant optionality within the portfolio: - Predominantly Refurbish to Rent (at well below the cost of BTR): undertake an optimal level of refurbishment to each individual building / apartment to minimise rents and maximise return on capital

    • Extend/Rebuild: some of the land is already approved for higher density and, at times, additional density can be achieved when developing affordable accommodation
  • Recycle capital: some of the apartments may be less suited to Aspen’s business given their relatively high rent / price points; two buildings are already strata titled; some properties are small and would be attractive to passive investors once they are stabilised

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  1. Source: ABS 2. Source: Landgate/REWIA 3. Macrobusiness

4

Portfolio Summary

  • Perth inner metro locations

  • Typically, large land lots that could accommodate higher density over time (in some cases would require FSR changes) – total of 4.74 hectares of land

  • 17 properties mainly built in the 1970s

  • Most buildings / apartments require refurbishment to improve efficiency and safety, and to maximise occupancy and rents

  • 514 residential apartments with an estimated internal floorspace of about 55sqms on average

  • Mixture of mainly 1 and 2 bedrooms - 855 bedrooms in total and average of 1.7 bedrooms per unit

  • Very affordable rent and price points – lower end of their local markets

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Trigg
Glendalough
Maylands
Swanbourne
Claremont
Applecross
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5

Portfolio Summary

  • About half the portfolio by value is in the premium suburbs of Applecross, Claremont, Swanbourne and Trigg where median house prices are $1.5-2.0m and median apartment prices are $650-700k

  • The other half is in Maylands which is a gentrifying, trendy, inner-city location with a relatively high proportion of younger people renting apartments

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Swanbourne &
Perth Apartment Portfolio Total Maylands Applecross Glendalough Trigg
Claremont
Valuation - $m $52.0 $27.4 $9.7 $10.6 $1.7 $2.7
Land Area - Hectares 4.74 3.11 0.65 0.58 0.20 0.20
Properties 17 9 4 2 1 1
Apartments 514 392 43 55 14 10
Bedrooms 855 674 92 55 14 20
Bedrooms per Apartment 1.7 1.7 2.1 1.0 1.0 2.0
Value per Apartment $101,167 $69,770 $225,581 $192,727 $121,429 $265,000
Current Occupancy 41% 37% 60% 38% 71% 100%
Average Weekly Rent $215 $207 $285 $200 $194 $208
Comparable:
Suburb Used for Analysis Maylands Applecross Claremont Wembly North Beach
Apartment - Bedrooms 1 2 1 1 2
Median Sales Price1 $225,000 $470,000 $435,000 $200,000 $500,500
Median Rent Per Week1 $230 $380 $335 $250 $415
1. Source: Domain.com.au except North Beach from Realestate.com.au
All properties are owned outright, except for one in Maylands which is 50% owned (24/48 strata units)
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Attractive Purchase Price and Rents

  • Aspen’s entry price is roughly half the median prices of sales of comparable apartments in the same suburbs

  • Current average rents are closer to the suburb medians despite the poor condition of the apartments – this is indicative of the lack of options for tenants at these low rents

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Valuation Split
Glendalough
Trigg
Swanbourne &
Claremont
Maylands
Applecross
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Prices
$600,000
$500,000
$400,000
$300,000
$200,000
$100,000
$0
Maylands Applecross Swanbourne & Glendalough Trigg
Claremont
Valuation Comparable Suburb / Product - Median Sales Price
Weekly Rents
$450
$400
$350
$300
$250
$200
$150
$100
$50
$0
Maylands Applecross Swanbourne & Glendalough Trigg
Claremont
Current Rents Comparable Suburb / Product - Median Rents
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Photos - Some of the Properties

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813 Canning Highway, Applecross 132 Guildford Road, Maylands
16-18 Tenth Avenue, Maylands
55 Lynn Street, Trigg
77 Matheson Road, Applecross 76 East Street, Maylands
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Photos - Maylands Aggregation

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1.65 hectares of land 10 individual buildings 167 apartments
Valuation $12.6m -
$763psm of land
$758psm of land
13-15 Kathleen Avenue
17-31 Kathleen Avenue
126 Peninsular Road
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Example of Comparable Refurbishment Project – 96 Guildford Road*

73/96 Guildford Road, Mount Lawley:

  • 2 bed + 1 bath + 1 car space

  • Basic refurbishment for rental purposes

  • Asking rent of $350 per week

132 Guildford Road, Maylands – being acquired by Aspen Valuation of $57.5k per apartment / $1,010psm of land

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96 Guildford Road, Mount Lawley – not being acquired
Same vintage – post refurbishment
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47/96 Guildford Road, Mount Lawley:

  • 2 bed + 1 bath + 1 car space

  • Moderate refurbishment for selling purposes

  • Asking price of c.$300k

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*Aspen is not acquiring 96 Guildford Road

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Fi ~~nancial~~ s

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11

Sources & Application of Funds

Assumptions:

  • Includes post 30 June 2021 acquisitions of Wodonga Gardens and the Perth Apartment Portfolio

  • Total equity raised of $28.3m via the Placements and SPP and additional debt funding of $34.4m to fund initial acquisition

  • Subsequent planned refurbishment of the Perth Apartments at total cost of $25.0m funded with debt

Note: The refurbishment program is expected to take 18-24 months to complete and may ultimately be funded by sources other than debt including through recycling capital from the Perth Apartment Portfolio or other parts of Aspen’s portfolio

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Pre Post
Refurbishment Refurbishment
$'000 Amount Amount
Acquisition of Wodonga Gardens $19,535 $19,535
Acquisition of Perth Apartment Portfolio $52,000 $52,000
Refurbish Perth Apartment Portfolio $0 $25,000
Property acquisition costs $3,481 $3,481
Capital raising fees and expenses $1,131 $1,131
Total Applications $76,146 $101,146
Equity $28,269 $28,269
Financial debt $34,352 $59,352
Wodonga Gardens resident loans $13,525 $13,525
Total Sources $76,146 $101,146
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12

Pro Forma Balance Sheet

Assumptions:

  • New APZ equity raised at $1.33 per Security

  • All transaction costs written off

▪ Entire Perth Apartment Portfolio is retained post refurbishment and leasing, and valuation uplift of 30% on total cost (implies average final valuation of $203k per unit) Note: These financials are presented for illustrative purposes only and on a pro-forma FY21 basis assuming the new properties were held for a full 12 months. This is not a forecast for FY22 or any other period. The planned refurbishment program is expected to take 18-24 months to complete, it may ultimately be funded by sources other than debt, including from recycling capital both pre and post refurbishment

Pro Forma Balance Sheet Pro Forma Balance Sheet
Pre Refurbishment Program Post Refurbishment Program
$'000 30-Jun-21
Changes
Pro Forma
30-Jun-21
Changes
Pro Forma
Investment properties
Cash and equivalents
Other assets
Total assets
Interest bearing loans and borrowings
Resident loans
Other liabilities
Total liabilities
Net asset value
Securities
NAV per security
Gearing*
$228,654
$71,535
$300,189
$8,277
$0
$8,277
$10,020
$0
$10,020
$246,951
$71,535
$318,486
$74,652
$34,352
$109,004
$6,420
$13,525
$19,945
$13,328
$0
$13,328
$94,400
$47,877
$142,277
$152,551
$23,658
$176,209
116,368
21,255
137,623
$1.31
$1.28
29%
35%
$228,654
$120,571
$349,225
$8,277
$0
$8,277
$10,020
$0
$10,020
$246,951
$120,571
$367,522
$74,652
$59,352
$134,004
$6,420
$13,525
$19,945
$13,328
$0
$13,328
$94,400
$72,877
$167,277
$152,551
$47,694
$200,245
$116,368
21,255
137,623
$1.31
$1.46
29%
37%

13

Pro Forma FY21 Earnings

Assumptions:

  • Entire Perth Apartment Portfolio is retained until completion of the refurbishment and leasing program, then generates stabilised net rental income yield of 5%

  • The current net rental income yield is only around 1.25% due to current 41% occupancy and average rents of only $215 per week, given the state of the apartments

  • ▪ Development profits of $0.60m from sale of new houses at Wodonga Gardens

  • Total interest cost of 2.50% - 59% of interest is capitalised into refurbishment project costs (59% is the proportion of apartments currently vacant that could be refurbished, consistent with the other assumption that 41% are occupied and income producing)

Note: These financials are presented for illustrative purposes only and on a pro-forma FY21 basis assuming the new properties were held for a full 12 months. This is not a forecast for FY22 or any other period. The planned Perth Apartment Portfolio refurbishment program is expected to take 18-24 months to complete, it may ultimately be funded from sources other than debt, including recycling capital which may generate development and trading income in addition to net rental income The way we go about operating and developing the portfolio will have regard to achieving EPS-neutrality as soon as practicable

Pro Forma FY21 Earnings Pro Forma FY21 Earnings
Pre Refurbishment Program Post Refurbishment Program
$'000 FY21
Changes
Pro Forma
FY21
Changes
Pro Forma
Net operating income
Net development & trading income
Operating and development & trading net income
Net corporate overheads
EBITDA
Net finance expense
Tax expense
Operating profit1
Securities
Operating profit per security - cents
ICR
$12,679
$650
$13,329
$2,160
$601
$2,761
$14,839
$1,251
$16,090
-$4,499
$0
-$4,499
$10,340
$1,251
$11,591
-$1,344
-$352
-$1,696
$0
$0
$0
$8,996
$899
$9,895
116,368
21,255
137,623
7.73
7.19
7.7x
6.8x
$12,679
$4,081
$16,760
$2,160
$601
$2,761
$14,839
$4,682
$19,521
-$4,499
$0
-$4,499
$10,340
$4,682
$15,022
-$1,344
-$1,484
-$2,828
$0
$0
$0
$8,996
$3,198
$12,194
116,368
21,255
137,623
7.73
8.86
7.7x
5.3x
  1. Non-IFRS measure used by management to assess the underlying performance of Aspen - excludes depreciation and amortisation, revaluations, and one-off and non-operating items. Refer to definition in financial statements.

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Benefits of the Transaction

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Benefits

Consolidates Aspen’s Leadership 3,433 dwellings / sites - 25% increase on 30 June 2021
Position in Truly Affordable Expected total property value of over $350m post refurbishment – c.50% increase on 30 June 2021
Accommodation Aspen portfolio value still only c.$100k per dwelling / site post refurbishment
Decisions will be made on each of the 514 apartments:
High Optionality -
Retain Existing Leases / Refurbish & Increase Rent / Extend-Rebuild / Land Bank
Can optimise profits / risks / funding requirements by dealing with individual land titles / buildings / apartments
Currently expecting total cost post refurbishment of c.$156k on average and weekly rent of c.$275 on average – aiming to create
Highly Competitive Product refurbished apartments for at least 30% below the cost of comparable new BTR and at the lowest end of local competition in these
locations
Expected total returns from the Perth Apartment Portfolio are consistent with our objective of generating 10% growth in profits / book
equity over the medium term
Expected net income yield of 5% on total cost (average weekly rent of $275 and 55% margin)
Attractive Returns and Risk Expected valuation uplift of 30% on completion of refurbishment and leasing
Profile in our Opinion Strong long term growth prospects due to high component of land value and attractive, inner-metro locations that are densifying
Continued reduction in risk through portfolio diversification – increased weighting to the strong WA economy, inner-metro locations,
and the non-seasonal / non-discretionary residential sector
Risks of refurbishing existing apartments are lower than building new, in our opinion
Increased market capitalisation
Increased Relevance on ASX Expected increase in stock liquidity and relevance

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Equity Raising

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Equity Raising Summary

Placement of APZ Securities Placement to eligible investors of 17.455m new fully paid ordinary APZ securities (Securities) at $1.33 each, totalling $23.2m:
-
represents 15% of existing APZ securities on issue
Aspen will offer eligible security holders in Australia and New Zealand an opportunity to participate in a SPP to raise up to $2.75m
Eligible security holders will be invited to subscribe for up to a maximum of $30,000 of additional Securities, free of transaction and
Securityholder Purchase Plan
(SPP)
brokerage costs
The issue price will be the same as the Placement price of $1.33 per security
Aspen may (in its absolute discretion), in a situation where total demand exceeds $2.75 million, decide to increase the amount to be
raised under the SPP or apply a scale back
The SPP will not be underwritten
Conditional Placement to Directors/Employees of 1.7m Securities at $1.33 each, totalling $2.25m
Conditional Placement to
Directors/Employees
-
Participation is equal to 15% of their current securityholdings
-
Subject to securityholder approval at the upcoming AGM in November 2021
Ranking New Securities issued pursuant to the Placements and SPP will rank equally with existing APZ securities and will be entitled to the
distribution for the six months ending 31 December 2021
Issue price of $1.33 per security represents:
-
11.9% discount to last close of $1.51 on 18 August 2021
Pricing Metrics -
1.5% premium to 30 June 2021 NAV of $1.31
-
5.0% distribution yield (based on FY21 distributions of 6.60cps)
Broker UBS AG, Australia Branch is acting as Lead Manager, Bookrunner and Underwriter in relation to the Placement

18

Timetable

Key Event Date
Record date for SPP 18-Aug-21
Trading halt and announcement of the Annual Results and Equity Raising 19-Aug-21
Placement bookbuild 19-Aug-21
Trading halt lifted 20-Aug-21
Settlement of Securities issued under the Placement 24-Aug-21
Normal trading of Securities issued under the Placement 25-Aug-21
SPP offer opens 26-Aug-21
SPP offer closes 8-Sep-21
Issue of Securities under the SPP 15-Sep-21
Normal trading of Securities issued under the SPP 16-Sep-21

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This timetable is indicative only and subject to change. The Directors may vary these dates, in consultation with the Lead Manager, subject to the Listing Rules. An extension of the Closing Date would delay the anticipated date for issue of the new Securities.

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A es ppendic

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Appendix 1: International Offer Restrictions

This document does not constitute an offer of Securities of Aspen in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Securities may not be offered or sold in the Placement, in any country outside Australia except to the extent permitted below

Hong Kong

New Zealand

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The New Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

  • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

  • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

  • is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

  • is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

  • is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

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21

Appendix 1: International Offer Restrictions

Singapore

South Africa

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. Aspen is not a collective investment scheme authorised under Section 286 of the SFA or recognised by the MAS under Section 287 of the SFA and the New Securities are not allowed to be offered to the retail public.

This document has not been approved or passed on in any way by the Financial Services Board or any other governmental authority in South Africa, nor has Aspen received authorization or licensing from the Financial Services Board or any other governmental authority in South Africa to market or sell New Securities within South Africa.

This document is strictly confidential and may not be reproduced or provided to any person in South Africa other than to existing holders of Aspen's stapled securities.

This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

United States of America

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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Appendix 2: Risks

General Risks

This section discusses some of the key risks associated with an investment in Aspen. A number of risks and uncertainties may adversely affect the operating and financial performance or position of Aspen and in turn affect the value of Aspen securities. These include specific risks associated with an investment in Aspen and general risks associated with any investment in listed securities. The risks and uncertainties described below are not an exhaustive list of the risks facing Aspen. Potential investors should carefully consider whether the new Securities offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risks setout below.

Events relating to COVID-19 have at times resulted in significant disruption and volatility, including material declines in the prices of securities trading on the Australian Securities Exchange (ASX) (including the price of Aspen’s securities) and on other foreign securities exchanges. There is continuing uncertainty as to the further impact of COVID-19, Impact of including in relation to government responses, work stoppages, lockdowns, quarantines, travel restrictions and unemployment and on what affect such factors may have on COVID-19 Aspen, the Australian economy and share markets. Given the high degree of uncertainty surrounding the extent and duration of the COVID-19 pandemic, it is not possible to assess the full impact of COVID-19 on Aspen’s business. Further it is possible that any adverse economic impact of COVID-19 may continue beyond the duration of the pandemic.

There are risks associated with any stock market investment,including:

  • The demand for Aspen securities may increase or decrease and Aspen securities may trade above or below the issue price on the ASX;

  • GeneralInvestment Risks ▪ If Aspen issues new securities, an existing Securityholder’s proportional interest in Aspen may be reduced; and

  • The market price of the securities may be affected by factors unrelated to the operating performance of Aspen such as stock market fluctuations and volatility and other factors that affect the market as awhole.

Macro-economic Risks Changes to economic conditions in Australia and internationally, investor sentiment and international and local stock market conditions, changes in fiscal, monetary and
regulatory policies which may impact economic conditions such as interest rates and inflation and consequently the performance of Aspen.
Liquidity and Dilution Turnover of Aspen securities can be limited and it may be difficult for investors to buy or sell lines of securities at market prices.
In response to market conditions or for other reasons, ASX may amend temporarily or permanently, rules relating to the issue or trading of securities, which may affect the
liquidity a securities.
Aspen may issue further new securities in the future. This may be on terms which may result in the securityholder being ineligible to participate pro rata or at all. As a result, the
percentage interest in Aspen that a security holder may hold, may be diluted in the future.
Legislative and Regulatory
Risks
Changes in laws, regulation and government policy may affect Aspen’s business and therefore the returns Aspen is able togenerate.

23

Appendix 2: Risks

Environmental Risk

Aspen’s properties are subject to environmental risks including loss of property and profits due to bushfires, floods, cyclones, erosion of waterways and other events. These risks and potential losses may increase in future as the climate continues to change. Aspen carries insurance for some of these events, however insurance may not cover all or any of the losses incurred, insurance may prove increasingly difficult to obtain or the cost may become prohibitive.

Future tax liabilities may be impacted by changes to the Australian taxation law including changes in interpretation or application of the law by the courts or taxation authorities Tax Implications in Australia. This in turn could impact the value or trading price of Aspen securities, the taxation treatment of an investment in Aspen or the holding costs or disposal of its securities.

Litigation

Aspen may, in the ordinary course of business, be involved in possible litigation disputes (such as environmental and workplace health and safety, industrial disputes and other legal claims). A material legal action may adversely affect the operational and financial results of Aspen.

Aspen’s business strategy is focused on growing its portfolio through acquisition, development and increasing occupancy and income across its key business segments. A key Business Strategy Risk element of Aspen’s strategy and earnings is attributable to development and letting of new dwellings in various sectors. Aspen’s future growth is dependent on the successful execution of this strategy. Any change or impediment to implementing this strategy may adversely impact on Aspen’s operations and future financialperformance.

Aspen undertakes property development. Such projects have a number of risks including (but not limited to): delays or issues around planning, application and regulatory approvals; development cost overruns; environmental costs; project delays; issues with building and supply contracts; expected sales prices and leasing rates or timing of Development Risk expected sales and leasing notbeing achieved.

A sustained downturn in the residential property markets due to deterioration in the economic climate could result in reduced development profits through lower selling / leasing prices, lower selling / leasing volumes and delayed settlements / leasing.

Tourism

Aspen derives income from tourism and tourism related services. The income derived from this business may be seasonal and vary due to weather conditions, changes in demand for current and new alternate tourism destinations, the international and domestic tourism market and general consumer discretionaryspending. Due to COVID-19 governments have been enacting restrictions on the movement of people and to whom we can offer our short stay products to. This has impacted revenues from our short stay products and it is not known how long this will continue.

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Appendix 2: Risks

Increased Competition

Aspen operates in a variety of markets and offers various accommodation types within its residential, retirement and park communities. While there are barriers to entry for new operators, future developments that directly or indirectly compete with Aspen’s existing portfolio could impact Aspen’s current business and financialperformance.

Governments and other authorities provide rental assistance and other subsidies for many residents in Aspen’s portfolio. Any change to legislation could result in a reduction in Government Assistance resident demand for leases in the properties and therefore impact Aspen’s business. Reductions in subsidies for residential tenants could result in loss in rent or increased arrears.

Higher than expected inflation rates could lead to greater development and/or operating costs. While resident leases are subject to rental rate increases, the ability to raise Income and Expense future rents and maintain or grow occupancy may be impacted by residents’ income levels and a change in government subsidies. Aspen’s future financial performance could be Growth Rates impacted where the inflation in operating and development costs exceeds the growth in rental income. Future distributions for Aspen securities will be determined by the Directors having regard to the operating results, future capital requirements, bank debt covenants and the Distributions financial position of Aspen. There can be no guarantee that Aspen will continue to pay distributions at the current level or at all. Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors affecting property valuations Asset ImpairmentRisk include capitalisation and discount rates, the economic growth outlook, land resumptions and releases and major infrastructure projects. Such impacts on property valuations may lead to variations in the valuation ofAspen securities. Aspen currently has bank debt which contains certain financial and operational covenants. Any breach of these covenants could result in the early enforced repayment of debt. Such repayment could incur capital losses if assets need to be sold in a short period or securityholders may be diluted if equity needs to be raised at a large discount. Funding Risk Aspen currently has a single debt maturity in April 2024. At the maturity of this loan, there is no certainty it will be refinanced on the same terms currently in place. Aspen is exposed to fluctuating interest rates. While Aspen currently hedges part of its variable rate interest expense, Aspen does retain a portion of interest rate fluctuation exposure. The ability of Aspen to successfully deliver on its business strategy is dependent on retaining key employees of Aspen. The loss of senior management or other key personnel PersonnelRisk could adversely impact on Aspen’s business and financialperformance.

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Appendix 2: Risks

Accounting Standards Changes to accounting standards may affect the reported earnings of Aspen from time to time. The Placement is not conditional on deploying the proceeds into the specified acquisition of assets. There is a risk that acquisitions may not occur and the timing, consideration Acquisition Risks paid and investment return on any acquisition made may vary from the existing portfolio. Aspen intends to implementation a number of initiatives to integrate the acquired assets into the group’s operations and to achieve the optimal, stabilised position and return. This may include redevelopment of existing sites, changing the mix of the assets between longer term occupancy and shorter stay tourism, or changing the way the asset is managed. The cost to reposition the asset and the mix between longer term residents and tourism at the time of implementation may vary from the assumptions at time of acquisition. It may take longer than expected for the assets to reach their optimal stabilised position. Acquisition Integration The cost of the refurbishment program for the Perth Apartment Portfolio may be higher than expected and the time it takes to complete the program may be longer than expected. Additionally, the occupancy, rents, net income and value of the portfolio post refurbishment may be lower than expected which could negatively impact net asset value, earnings and distributions.

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Appendix 3: Key Terms of the Placement Agreement

Aspen has entered into a Placement Agreement with UBS AG, Australia Branch ( Underwriter or UBS ) (the Placement Agreement ), pursuant to which the Underwriter has agreed to run the bookbuild of the Placement on the terms and conditions in the Placement Agreement.

If certain conditions are not satisfied or certain events occur, the Underwriter may terminate the Placement Agreement. Termination of the Placement Agreement could have a material adverse impact on the total amount of proceeds that could be raised under the Placement.

The Underwriter’s obligations under the Placement Agreement, including to manage and underwrite the Placement, are conditional on certain matters, including the timely delivery of due diligence process sign-offs and other documents.

  • f. Any event specified in the Timetable is delayed for more than 1 Business Day without the prior written consent of UBS

  • g. A Certificate which is required to be furnished by Aspen under the Placement Agreement is not furnished when required or when given is false, misleading or inaccurate in any material respect

  • h. Certain specified Placement documents include content that is misleading or deceptive in any material respect or an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading

A summary of events which may trigger termination of the Placement Agreement include (but are not limited to) the following:

  • i. Aspen or a material subsidiary becomes insolvent or there is an act or omission which may result in Aspen or a material subsidiary becoming insolvent

  • a. The ASX/S&P 200 Index falls at any time by 10% or more from its level at the close of last trading prior to the date of the Placement Agreement

  • b. ASIC (i) holds, or gives notice of intention to hold, a hearing or investigation in relation to the Placement; or (ii) prosecutes or gives notice of an intention to prosecute, or commences proceedings against or gives notices of an intention to commence proceedings, against Aspen, any of the directors, offices, employees or agents in relation to the Placement

  • j. There is a change in the joint chief executive officers or chief financial officer of the Issuer*

  • k. A regulatory body (i) makes an adverse declaration or order; (ii) issues, or publicly announces or indicates to Aspen its intention to issue, proceedings; or (iii) commences, or publicly announces or indicates to Aspen its intention to commence, any inquiry or investigation, in relation to the Placement or there is an application to a regulatory body for an order, declaration or other remedy in relation to the Placement which, in UBS’s reasonable opinion, is a serious action with reasonable prospects of success

  • c. ASX announces that Aspen’s securities will be delisted, removed from quotation, withdrawn from admission to trading status or suspended from quotation

  • d. Unconditional approval is refused or not granted to the official quotation of all of the Placement Securities on ASX, on or before 9.30am on the Settlement Date or if granted is subsequently withdrawn, qualified (by non-customary conditions) or withheld

  • e. Any material adverse change or effect occurs, or an event occurs which is likely to give rise to a material adverse change or effect, in the condition (financial or otherwise), assets, earnings, business, affairs, liabilities, financial position or performance, results of operations, profits, losses or prospects of the Aspen group (taken as a whole) from that existing at the date of the Placement Agreement

  • l. Proceedings are commenced or there is a public announcement of an intention to commence proceedings before a court or tribunal of competent jurisdiction in Australia seeking an injunction or other order in relation to the Placement which, in UBS’s reasonable opinion, have reasonable prospects of success and are likely to have a material adverse effect on the Placement or the condition, financial or otherwise, of the assets, earnings, business, results of operations, management or prospects of the Aspen group (taken as a whole)

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Appendix 3: Key Terms of the Placement Agreement

  • m. Aspen becomes aware of any fact, matter or circumstance which is likely to have a material adverse effect on its or any third party's ability or willingness to complete, satisfy the conditions precedent or otherwise perform its obligations in connection with the acquisition agreement or the debt funding or of any other fact, matter or circumstance which is likely to have a material adverse effect on the acquisition

  • n. Any term of the acquisition agreement, put and call option deeds or the debt funding is amended, varied or terminated, or any new term is included in the acquisition agreement, put and call option deeds or the debt funding, without the prior consent of UBS*

  • u. Any director of Aspen is charged with an indictable offence, or any director of Aspen is disqualified from managing a corporation under the Corporations Act*

  • v. Evolution Trustees Limited is replaced, or it is proposed to replace Evolution Trustees Limited, as the responsible entity of Aspen Property Trust*

  • w. There is a change in the membership of the board of directors of the Aspen*

  • x. Aspen or any of its directors or officers (as that term is defined in the Corporations Act) engage in any fraudulent conduct or activity whether or not in connection with the Placement *

  • o. Aspen fails to perform or observe any of its obligations under the Placement Agreement*

  • p. Any representation or warranty made or given by Aspen in the Placement Agreement is or becomes untrue or incorrect*

  • q. There is introduced, or there is a public announcement of a proposal to introduce, a new law or regulation or government policy in Australia (including a policy of the Reserve Bank of Australia) (other than a law or policy which has been publicly announced before the date of the Placement Agreement)*

The events marked with an asterix (*) will not entitle UBS to exercise its right to terminate its obligations under the Placement Agreement unless it has reasonable grounds to believe and does believe that:

  1. the event has had, or is likely to have, a materially adverse effect on the outcome or success of the Placement or the likely price at which the Placement Securities will trade on ASX or on the ability of UBS to settle the Placement; or

  2. r. In respect of or involving any one or more of the United States, Australia, Canada, Japan, Hong Kong, the Peoples Republic of China, the United Kingdom or New Zealand: hostilities not presently existing commence; a major escalation in existing hostilities occurs; a declaration is made of a national emergency or war; or a major terrorist act is perpetrated*

  3. s. Either of the following occurs: a general moratorium on commercial banking activities in Australia, the United States of America, the United Kingdom, Hong Kong or Singapore is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which that exchange is open for trading (“Trading Day”) or substantially all of one Trading Day*

  4. t. Any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, Hong Kong, Singapore, the United States of America, the United Kingdom or the international financial markets or any adverse change in national or international political, financial or economic conditions*

  5. the event leads or is reasonably likely to lead to a contravention by UBS of or liability for UBS under the Corporations Act or any applicable law

Aspen also gives certain representations and warranties to the Underwriter and certain indemnities to the Underwriter and its affiliates under the Placement Agreement.

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Disclaimer

This presentation has been prepared by Aspen Group Limited and Evolution Trustees Limited (as responsible entity of the Aspen Property Trust) (“Aspen”) and should not be considered in any way to be an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, including in any jurisdiction in which it would be unlawful, and neither this document nor anything in it shall form the basis of any contract or commitment. In particular, this presentation may not be distributed or released to any person, and any securities may not be offered or sold, in any country outside Australia except to institutional and professional investors, and to the extent permitted pursuant to applicable exemptions from any prospectus or registration requirements, in certain countries as contemplated in Appendix 1 of this presentation.

Prospective investors should make their own independent evaluation of an investment in Aspen. Nothing in this presentation constitutes investment, legal, tax or other advice. The information in this presentation does not take into account your investment objectives, financial situation or particular needs. Each recipient of the presentation should make its own enquiries and investigations regarding all information in this presentation including, but not limited to, the assumptions, uncertainties and contingencies which may affect future operations of Aspen and the impact that different future outcomes might have on the Aspen and its subsidiaries (the "Group").

The information in this presentation is of a general nature and does not purport to be complete, nor does it contain all of the information that a potential investor may require in making an investment decision or would be required in a prospectus, product disclosure statement or other disclosure document prepared in accordance with the Corporations Act 2001 (Cth) and will not be lodged with the Australian Securities and Investments Commission. This presentation should be read in conjunction with Aspen's other periodic and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au.

An investment in the securities of Aspen is subject to known and unknown risks, some of which are beyond the control of the Group. Aspen does not guarantee any particular rate of return or the performance of the Group, nor does it guarantee any particular tax treatment. Persons should have regard to the risk factors outlined in Appendix 2 of this presentation.

Aspen has prepared this presentation based on information available to it. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of Aspen, its directors, employees or agents, nor any other person accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it.

This presentation contains forward looking information. Indications of, and guidance on, future earnings, distributions and financial position and performance are forward looking statements. Forward looking statements are based on Aspen’s current intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties and other factors which could cause actual results to differ materially. You are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. Several important factors could cause actual results or performance to differ materially from the forward looking statements, including (without limitation) the risk and uncertainties associated with the ongoing impacts of COVID-19, the Australian and global economic environment and capital market conditions and other risk factors set out in Appendix 2 of this presentation. Aspen and its related bodies corporate and their respective directors, officers, employees, agents, and advisers do not give any assurance or guarantee that the occurrence of any forward-looking information, view or intention referred to in this presentation will actually occur as contemplated.

UBS AG, Australia Branch ("Lead Manager") and its affiliates, directors, partners, officers, employees and advisers (together the "Lead Manager Group") have not authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this presentation or any of its contents and there is no statement in this presentation which is based on any statement by any member of the Lead Manger Group. No member of the Lead Manager Group accepts any responsibility or liability for the contents of this presentation, makes any warranty or representation as to the accuracy of the information in this presentation and to the maximum extent permitted by law, excludes and disclaims all liability for losses incurred as a result of any information being inaccurate or incomplete. This includes for any indirect, incidental, consequential, special or economic loss or damage (including, without limitation, any loss or profit or anticipated profit, fines or penalties, loss of business or anticipated savings, loss of use, business interruption or loss of goodwill, bargain or opportunities). Aspen and the members of the Lead Manager Group make no recommendation as to whether a reader of this presentation should participate in Placement and makes no warranties concerning the Placement.

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Disclaimer continued

The reader acknowledges that neither Aspen nor the Lead Manager Group intend that any member of the Lead Manager Group act or be responsible as fiduciary, or assume any duty, to the reader, its officers, employees, consultants, agents, security holders, creditors or any other person. Each of the reader and the Lead Manager (on behalf of each other member of the Lead Manager Group), by accepting and providing this presentation respectively, expressly disclaims any fiduciary relationship between them, or the assumption of any duty by the Lead Manager Group to the reader, and agrees that it is responsible for making its own independent judgments with respect to the Placement, any other transaction and any other matters arising in connection with this presentation. Members of the Lead Manager Group may have interests in the securities of Aspen, including being directors of, or providing securities advisory services to, Aspen. Further, they may act as a market maker or buy or sell those securities or associated derivatives as principal or agent. The Lead Manager may receive fees for acting in its capacity as lead manager and bookrunner to the Placement.

Determination of eligibility of investors of the Placement is determined by reference to a number of matters, including at discretion of Aspen and the Lead Manager. Aspen and the members of the Lead Manager Group disclaim any liability in respect of the exercise of that discretion, to the maximum extent permitted by law.

All references to dollar amounts are in Australian currency and financial data is presented as at 30 June 2021 unless otherwise stated. Investors should note that this presentation and the announcement to which it is attached contains pro-forma financial information. The pro-forma financial information and past information provided in this presentation and the announcement to which it is attached is for illustrative purposes only and is not represented as being indicative of Aspen’s views on Aspen’s, nor anyone else's, future financial condition or performance.

Statements made in this presentation and the announcement to which it is attached are made only as at the date of this presentation and the information remains subject to change without notice. Aspen may in, its absolute discretion, but without being under any obligation to do so, update or supplement this presentation or the announcement to which it is attached. Any further information will be provided subject to the terms and conditions contained in this disclaimer.

This presentation has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. The new stapled securities to be issued under the Placement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. The distribution of this presentation in the United States and elsewhere outside Australia may be restricted by law. Persons who come into possession of this presentation should observe any such restrictions as any non-compliance could contravene applicable securities laws. Please refer to the section of this document headed “International Offer Restrictions" for more information.

The pro-forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. The financial information also includes non-GAAP measures within the meaning of Regulation G under the US Securities Exchange Act of 1934 and non-IFRS measures under ASIC Regulatory Guide 230: “Disclosing non-IFRS financial information” published by ASIC, which have been included because Aspen believes it provides users with additional relevant information. The non-IFRS/non-GAAP financial information does not have a standardised meaning prescribed by IFRS and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this presentation.

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