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BWP GROUP Investor Presentation 2026
64592_rns_2026-05-05_d12485ec-23bb-4e74-b349-7424712869dd.pdf
Investor Presentation
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Delivering growth for securityholders
Capital deployment and equity raising
6 May 2026
Important notice
This investor presentation ("Presentation") is dated 6 May 2026 and has been prepared by the stapled group comprising BWP Property Group Ltd (ACN 688 059 074) and BWP Management Limited (ACN 082 856 424) as the responsible entity for the BWP Trust ARSN 088 581 097 (together referred to as "BWP", "BWP Group" or the "Group"). The stapled securities of the BWP Group comprise one unit in the BWP Trust and one share in BWP Property Group Ltd. Stapled securities cannot be traded or dealt with separately.
This Presentation has been prepared in connection with BWP's proposed accelerated non-renounceable pro rata entitlement offer of new stapled securities in BWP ("New Securities") to be made to eligible institutional securityholders of BWP ("Institutional Entitlement Offer") and eligible retail securityholders of BWP ("Retail Entitlement Offer") under sections 708AA and 1012DAA of the Corporations Act 2001 (Cth) ("Corporations Act") as modified, including by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2026/98 and ASIC Corporations (Disregarding Technical Relief) Instrument 2026/180 (together, the "Entitlement Offer").
Summary information
This Presentation is for information purposes only and is a summary only. It should be read in conjunction with BWP's most recent financial report and other periodic and continuous disclosure information lodged with the Australian Securities Exchange ("ASX"), which is available at www.asx.com.au. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, BWP does not have any obligation to correct or update the content of this Presentation.
Not a prospectus
This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission ("ASIC") or any other foreign regulator). This Presentation does not, and does not purport to, contain all information necessary to make an investment decision, nor does it contain all information which a prospective investor may require in evaluating a possible investment in BWP or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act.
Rights issue exemption
BWP has not appointed a sale nominee for ineligible securityholders under section 615 of the Corporations Act. Accordingly, eligible securityholders may not rely on the rights issue exception to the takeover restrictions set out in item 10 of section 611 of the Corporations Act in relation to the Entitlement Offer. An eligible securityholder who intends to apply for their entitlement must have regard to the takeover restrictions in section 606 of the Corporations Act. Any eligible securityholder at risk of exceeding the takeovers thresholds should obtain professional advice before applying for New Securities under the Entitlement Offer. BWP will only issue New Securities to eligible securityholders or other investors where BWP is satisfied, in its sole discretion, that doing so will not result in a person contravening the takeovers restrictions.
Not an offer
This Presentation is not, and should not be considered as, an offer or an invitation to acquire securities in BWP or any other financial products in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
Any decision to purchase New Securities under the Retail Entitlement Offer must be based on the information to be contained in a separate offer booklet to be prepared for eligible retail securityholders in Australia and New Zealand ("Retail Offer Booklet") and made available following its lodgement with ASX. Any eligible retail securityholder who wishes to participate in the Retail Entitlement Offer should consider the Retail Offer Booklet in deciding to apply under that offer.
Not investment advice
This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire New Securities. This Presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. Before making any investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. Cooling off rights do not apply to the acquisition of New Securities.
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Important notice
Financial information
All financial information in this Presentation is in Australian dollars (\$ or AUD) unless otherwise stated. Any pro forma financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of BWP's views on its future financial position or performance. Any financial information in this Presentation is unaudited. Certain figures, amounts, percentages, estimates and fractions provided in this Presentation are subject to the effect of rounding.
Past performance
Past performance, including past security price performance and financial information given in this Presentation, is given for illustrative purposes only and should not be relied upon as (and is not) an indication of BWP's views on its future financial performance or condition.
Forward-looking statements
This Presentation contains certain forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of BWP, its directors and management. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. Forward-looking statements speak only as at the date of this Presentation and should not be relied upon as representing BWP's views at any subsequent date.
Except as required by law or regulation (including the ASX Listing Rules), BWP does not undertake any obligation to supplement, revise or update forward-looking statements or to publish prospective financial information in the future, regardless of whether new information, future events or results or other factors affect the information contained in this Presentation.
Investment risk
An investment in BWP securities is subject to known and unknown risks, some of which are beyond the control of BWP and its directors. BWP does not guarantee any particular rate of return or the performance of BWP nor does it guarantee any particular tax treatment. You should have regard to the risk factors outlined in the "Key Risks" section of this Presentation when making your investment decision.
Disclaimer
Morgan Stanley is acting as sole underwriter to the Entitlement Offer ("Underwriter"). A summary of the key terms of the underwriting agreement between BWP and the Underwriter is set out in the "Key terms of Underwriting Agreement" section of this Presentation.
To the maximum extent permitted by law, BWP and the Underwriter and their respective related bodies corporate and affiliates, and their respective officers, directors, employees, agents and advisers ("Limited Parties"): expressly disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any direct, indirect, consequential or contingent loss or damage arising from this Presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this Presentation; (ii) disclaim any obligations or undertaking to release any updates or revisions to the information in this Presentation to reflect any change in expectations or assumptions; and (iii) do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions contained in this Presentation or that this Presentation contains all material information about BWP or that a prospective investor or purchaser may require in evaluating a possible investment in BWP or acquisition of New Securities, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement.
The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Underwriter and its affiliates have provided, and may in the future provide, financial advisory, financing services and other services to BWP and to persons and entities with relationships with BWP, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriter and its affiliates may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and those investment and trading activities may involve or relate to assets, securities and/or instruments of BWP, and/or persons and entities with relationships with BWP. The Underwriter and its affiliates may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of those assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in those assets, securities and instruments.
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Important notice
The Underwriter and its Limited Parties have not authorised, permitted or caused the issue, lodgment, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, and except for references to their name, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. The Underwriter and its Limited Parties have not independently verified the information contained in this presentation and take no responsibility for any part of this presentation or the Entitlement Offer. The Underwriter and its Limited Parties are acting for and providing services to BWP and will not be acting for or providing services to BWP's shareholders in their capacity as shareholders of the BWP. The Underwriter and its Limited Parties make no recommendation as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning the Entitlement Offer, and you represent, warrant and agree that you have not relied on any statements made by a Limited Party in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
The information in this presentation is not intended to be relied upon as advice to investors or potential investors, who should consider seeking independent professional advice depending upon their specific investment objectives, financial situation and particular needs.
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Acknowledgement of Country
We acknowledge the Traditional Owners of Country throughout Australia and their continuing connection to lands and waterways upon which we depend.
We pay our respects to their Elders, past and present.
Agenda
| Overview | 6 |
|---|---|
| Delivering on growth | 7 |
| Equity Raising | 14 |
| Conclusion and outlook | 17 |
| Appendix | 20 |
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Overview
| Delivering growth for BWP securityholders | > BWP has deployed significant capital to deliver growth to securityholders over the past two years, notably the acquisition of NPR, the internalisation of management and ongoing portfolio improvements including repurposing developments and asset expansions - Capital deployment in excess of $700 million has added over $400 million of debt to the balance sheet (net of portfolio renewal and divestment activity) > BWP has a pipeline of capital commitments of $163 million over the near term, including repurposing developments, asset expansions and upgrades to older generation properties (“Capital Commitments”) > BWP’s capital deployment is aligned to its three strategic pillars of portfolio optimisation, profitable growth and portfolio renewal, to deliver a secure and growing income stream and capital growth over the long term for securityholders |
|---|---|
| Portfolio evolution | > BWP is focussed on site repurposing, Bunnings upgrades and expansions, and increasing participation in large format retail (“LFR”) > BWP is a substantial owner of Australian LFR assets, with a portfolio of $1.2 billion¹, with aspirations for further growth. The portfolio has grown at approximately 22 per cent per annum since 2020 driven by income growth, yield compression, acquisitions and asset repurposing > Leveraging its reduction in cost of capital enabled by the internalisation affords BWP opportunities to continue to grow the portfolio and its market position within the LFR sector |
| Entitlement Offer | > BWP is undertaking a fully underwritten equity raising to enhance the balance sheet and provide greater financial flexibility to support and enable growth: - The equity raising is structured as a 1 for 12 accelerated non-renounceable entitlement offer to raise approximately $228 million (“Entitlement Offer”) - The Entitlement Offer is being conducted at an issue price of $3.77 (“Issue Price”) which reflects a 4.3 per cent discount to the closing price on 5 May 2026 of $3.94 and a 3.4 per cent discount to the 5-day volume weighted average price (“VWAP”) of $3.90 - Wesfarmers, BWP’s largest securityholder with a 23.4 per cent of BWP securities, has committed to take up its full entitlement under the Entitlement Offer, representing a commitment of approximately $53 million > BWP’s pro forma gearing will reduce to 17.0 per cent², providing significant balance sheet capacity to execute future capital deployment opportunities that provide further growth for BWP securityholders > Assuming the expenditure of BWP’s Capital Commitments of $163 million, pro forma gearing would increase to 20.3 per cent², at the low end of the 20-30 per cent target range |
| FY26 guidance reaffirmed | > BWP reaffirms FY26F distribution guidance of 19.41 cents per security |
- As at 31 December 2025 (and including ~$400m of Bunnings warehouse co-located LFR)
- 31 December 2025 gearing pro forma for announced divestments of Chadstone (VIC) and Port Kennedy (WA), impact of distribution reinvestment plan and the Entitlement Offer
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Delivering on growth
BWP has consistently outperformed the broader market since IPO
BWP has a track record of strong capital stewardship, having delivered annualised returns of approximately 12% since IPO, with $1.00 invested at IPO worth $22.95 today¹
Total Securityholder Return
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8
Refers to the following table:
Source: IRESS
- As at close 5 May 2026 and assuming reinvestment of distributions
Delivering value for securityholders
BWP has successfully deployed capital to strengthen the business and enhance growth
- As at 31 December 2023
- 31 December 2025 pro forma for the divestments of Chadstone (VIC) and Port Kennedy (WA)
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Pipeline of portfolio accretive Capital Commitments
Approximately $163 million of capital is to be deployed across the portfolio delivering value creation from repurposing, expansions and portfolio upgrades
| Status | Property | Expenditure to fund ($ million)^{1} | Status |
|---|---|---|---|
| Underway | Fountain Gate (VIC) | 28 | Construction completion expected in September 2026 |
| Noarlunga (SA) | 25 | Construction completion expected in December 2026 | |
| Midland (WA) | 11 | Works commenced February 2026; rentalised at 7.5%; new 15-year lease on completion | |
| Pakenham (VIC) | 14 | Construction commenced in April 2026; rentalised at 6.5%; new 10-year lease on completion | |
| Commencing | Broadmeadows (VIC) | 14 | Commencement expected in July 2026; completion expected in March 2027 |
| Maitland (NSW)^{2} | 25 | Commencement expected late 2026; rentalised at 5-year swap + 200bps | |
| Balcatta (WA)^{2} | 15 | Commencement expected late 2026; rentalised at 5-year swap + 200bps | |
| Planning^{2} | Smithfield (QLD) | 10 | DA advanced; rentalised at 5-year swap + 200bps |
| Gladstone (QLD) | 3 | DA advanced; rentalised at 5-year swap + 200bps | |
| Nunawading (VIC) | 3 | DA required; rentalised at 5-year swap + 200bps | |
| Additional upgrades (BWP’s share)^{2} | 15 | BWP and Bunnings have also committed to each fund $15 million ($30 million in total) of network upgrade expenditure to deliver asset enhancements and upgrades across a number of BWP’s older assets | |
| Total capex committed | 163 |
- Expenditure from 1 January 2026. Discrepancies may arise due to rounding
- Subject to development approvals, board approvals and completion of legal documentation
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Immediate deployment of capital to optimise the portfolio
Two LFR developments currently underway with completion expected in 1H FY27
| Property | Fountain Gate (VIC) | Noarlunga (SA) |
|---|---|---|
 |
 |
|
| Address | 64 – 86 Narre Warren North Road, Narre Warren (VIC) | Corner Beach Road and Goldsmith Drive, Noarlunga (SA) |
| Current use/ GLA | Bunnings Warehouse (vacated); 7,273 sqm (FECA)¹ | Bunnings Warehouse (vacated); 8,918 sqm (FECA) |
| Future use/ GLA | LFR centre; 14,082 sqm | LFR centre; 11,482 sqm |
| Committed tenants | BCF, Rebel, Super Cheap Auto, Macpac, Planet Fitness, Red Cross, Grill’d | The Good Guys, BCF, Freedom, Planet Fitness |
| Current valuation | $30.5m | $15.0m |
| Total Development cost | $32m² | $25m |
| Indicative yield (on development cost) | ~15% | ~12% |
| Estimated value on completion³ | $94m (5.75% cap rate) | $57m (6.0% cap rate) |
| Estimated NTA uplift⁴ | 4 cents per security | 2 cents per security |
| Construction commencement | September 2025 | December 2025 |
| Project timeframe | 12 months | 12 months |
| Project scope | > Subdivision of ex-Bunnings Warehouse into multiple large format retail tenancies | > Subdivision of ex-Bunnings Warehouse into multiple large format retail tenancies |
| > Extensions added to northern and southern ends of existing building | > Extensions added to western end of existing building | |
| > Addition of a standalone quick service restaurant (“QSR”) | > Addition of a standalone QSR | |
| Project status | > Construction completion expected in 1H FY27 | > Construction completion expected in 1H FY27 |
| > 76% pre-leased | > 78% pre-leased |
- FECA – fully enclosed covered area
- Approximately $4m of capital expenditure was funded as at 31 December 2025
- Estimates are based on the respective project feasibilities including independent valuation assessments that assume completion of the development and a fully leased property. The valuations following completion of the development may differ from these estimates
- Based on approximately 785 million BWP securities on issue pro forma for the Entitlement Offer
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Immediate deployment of capital to optimise the portfolio
Two further LFR developments with completion expected during FY27
| Property | Midland (WA) | Broadmeadows (VIC) |
|---|---|---|
| Address | 181 Great Western Highway, Midland (WA) | 100 Pearcedale Parade, Broadmeadows (VIC) |
| Current use/ GLA | Carco showroom; 9,370 sqm | LFR centre; 5,631 sqm |
| Future use/ GLA | Carco showroom; 10,900 sqm | Expansion on surplus land; 9,222 sqm on completion |
| Committed tenants | Carco | Guzman y Gomez, Planet Fitness, Choice Discount Variety |
| Current valuation | $22.7m | $22.2m |
| Total Development cost | $11m | $14m |
| Indicative yield (on development cost) | ~7.5% | ~10% |
| Estimated value on completion | $36m (6.5% cap rate)¹ | $48m (6.25% cap rate)² |
| Estimated NTA uplift³ | 0.3 cent per security | 2 cents per security |
| Construction commencement | February 2026 | July 2026 |
| Project timeframe | 8 months | 8 months |
| Project scope | > Carco lease extension agreed with documentation executed | |
| Agreed to be rentalised at 7.5% | ||
| New 15-year lease on completion | > 3,563 sqm LFR showrooms plus addition of a QSR | |
| Project status | > Construction completion expected in 1H FY27 | |
| 100% pre-leased | > Construction completion expected in 2H FY27 | |
| > 88% pre-leased |
- Estimate based on the project feasibility including internal valuation assessment that assumes completion of the development, with cap rate unchanged from 31 December 2025. The valuation following completion of the development may differ from this estimate
- Estimate based on the project feasibility including independent valuation assessment that assumes completion of the development and a fully leased property. The valuation following completion of the development may differ from this estimate
- Based on approximately 785 million BWP securities on issue pro forma for the Entitlement Offer
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Strategy to deliver profitable growth
Continued tenant strength and undersupply of lettable area driving attractive LFR rental growth opportunity; BWP has identified the LFR market as a key contributor to future growth and an opportunity to leverage its competence and capability in the LFR segment
- Australian population growth, rising residential real estate values and low unemployment continues to support large format retailer performance
- LFR floor area remains under-represented in Australia relative to other sectors, with LFR outlook expected to remain positive, supported by low vacancy and modest new supply continuing to drive rental growth
- LFR market is large, estimated to be approximately $25 billion and offers churn to enable acquisition opportunities accretive to BWP’s cost of capital
- BWP’s share of the LFR market is under-represented (relative to its share of the Bunnings Warehouse market), presenting an opportunity to grow the portfolio
- BWP believes increasing its LFR market share presents an attractive and executable strategy to deliver growth and value to securityholders
- Overall long-term BWP portfolio composition will continue to be driven by the merits of respective opportunities and their ability to deliver securityholder returns
Retailer FY19-FY25 revenue growth CAGR
Bunnings vs LFR market size and churn
GLLA per capita – Shopping centres vs LFR centres
Source: CBRE Research, Property Council and ABS data
BWP market share (31 December 2025)
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Source: BWP and Deep End Services data
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Equity raising
Entitlement Offer
| Offer size and structure | > BWP will raise approximately $228 million of equity, through an underwritten accelerated non-renounceable pro rata entitlement offer (“Entitlement Offer”) > Approximately 60 million new securities to be issued under the Entitlement Offer, equivalent to approximately 8.3% of existing BWP securities on issue > The Entitlement Offer will comprise an accelerated Institutional Entitlement Offer and a Retail Entitlement Offer > The Record Date for the Entitlement Offer is Friday, 8 May 2026 at (7pm AEST) |
|---|---|
| Offer Price | > Issue Price of $3.77 per security representing a: > • 4.3% discount to the closing price of $3.94 on 5 May 2026 > • 3.4% discount to the 5-day VWAP of $3.90 per security > • 4.0% discount to the theoretical ex-rights price (“TERP”) of $3.93 per security¹ |
| Use of proceeds | > Entitlement Offer proceeds will deliver significant balance sheet capacity to enable future capital deployment opportunities that provide further growth for BWP securityholders, with proceeds initially used to repay debt > Assuming the expenditure of BWP’s Capital Commitments of $163 million and therefore pro forma gearing of 20.3%, approximately $550 million of debt capacity would be available to fund growth, before BWP would be at the top end of its gearing range (20% to 30%)² |
| Ranking | > New Securities issued under the Entitlement Offer will rank equally with existing BWP securities from the date of issue and will be fully entitled to the distribution for the six months ending 30 June 2026, expected to be 9.83 cents per security |
| Wesfarmers participation | > Wesfarmers, BWP’s largest securityholder with 23.4% of BWP securities, has committed to take up its full entitlement under the Entitlement Offer, representing a commitment of approximately $53 million |
- TERP is calculated with reference to the last close price of $3.94 on 5 May 2026
- This analysis does not incorporate any change to the value of the existing portfolio
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Entitlement Offer timetable¹
| Key event | Date |
|---|---|
| Trading halt and announcement of Entitlement Offer | Wednesday, 6 May 2026 |
| Institutional Entitlement Offer | Wednesday, 6 May 2026 |
| Announcement of results of Institutional Entitlement Offer | Thursday, 7 May 2026 |
| Trading of BWP Securities recommences on the ASX on an ‘ex-entitlement’ basis | Thursday, 7 May 2026 |
| Record Date | (7pm AEST) Friday, 8 May 2026 |
| Retail offer booklet is dispatched and Retail Entitlement Offer opens | Tuesday, 12 May 2026 |
| Early Retail Entitlement Offer Acceptance Due Date | Thursday, 14 May 2026 |
| Settlement and Allotment of New Securities issued under the Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Entitlement Offer Acceptance Due Date | Friday, 15 May 2026 |
| Normal trading on the ASX of New Securities issued under the Institutional Entitlement Offer and Early Retail Entitlement Offer for applications received by the Early Retail Entitlement Offer Acceptance Due Date | Monday, 18 May 2026 |
| Retail Entitlement Offer closes | (5pm AEST) Friday, 22 May 2026 |
| Announcement of the results of the Retail Entitlement Offer | Wednesday, 27 May 2026 |
| Settlement of remaining New Securities issued under the Retail Entitlement Offer | Thursday, 28 May 2026 |
| Issue and allotment of remaining New Securities issued under the Retail Entitlement Offer | Friday, 29 May 2026 |
| Normal trading of remaining New Securities issued under the Retail Entitlement Offer | Monday, 1 June 2026 |
| Dispatch of holding statements in respect of New Securities issued under the Retail Entitlement Offer | Monday, 1 June 2026 |
- All dates are indicative and subject to change
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Conclusion and outlook
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Conclusion and outlook
The Entitlement Offer supports BWP’s objective of delivering securityholders a secure and growing income stream and capital growth over the long term
Deliver on FY26 focus areas
- Transition to internalised model
- Leveraging post-internalisation cost of capital reduction to access addressable market
- Efficient deployment of material capex commitments – $50m to $60m now expected in FY26, reflecting construction progress
- Continued active assessment and actioning of suitable opportunities to grow portfolio and create value
- Increased focus on LFR growth
- Continued activity alignment to investment objectives via the three pillars of portfolio optimisation, profitable growth and portfolio renewal, to deliver growth and create value for securityholders
FY26 distribution guidance
- BWP reaffirms FY26 distribution guidance of 19.41 cents per security
- New securities issued under the Entitlement Offer will be entitled to the distribution for the second half of FY26 expected to be 9.83 cents per security
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D
Questions
Appendix
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Balance sheet
| 5 millions | 31 December 2025 | Post balance date adjustments | Entitlement Offer | Pro Forma |
|---|---|---|---|---|
| ASSETS | ||||
| Cash | 54 | - | - | 54 |
| Receivables and prepayments | 16 | - | - | 16 |
| Assets held for sale | 99 | (99) | - | - |
| Investment properties | 3,802 | - | - | 3,802 |
| Intangibles | 134 | - | - | 134 |
| Other assets | 1 | - | - | 1 |
| Total assets | 4,106 | (99) | - | 4,007 |
| LIABILITIES | ||||
| Payables and deferred income | 25 | - | - | 25 |
| Distribution payable | 69 | - | - | 69 |
| Loans and borrowings | 980 | (100)¹ | (222)² | 658 |
| Other liabilities | 2 | - | - | 2 |
| Total liabilities | 1,076 | (100) | (222) | 754 |
| NTA per security ($) | 4.00 | 3.97 | ||
| Gearing³ | 24.7% | 17.0% | ||
| Securities on issue | 724.4 | 0.4 | 60.4 | 785.1 |
Post balance date adjustments include the settlement of Port Kennedy, the assumed settlement of Chadstone (which is expected in June 2026) and the impact of the distribution reinvestment plan ("DRP")
Assuming the expenditure of BWP's committed capital expenditure of $163m, pro forma gearing³ as at 31 December 2025 would increase to 20.3 per cent
- Loans and borrowings adjustment includes amounts for settlement of Chadstone (VIC) and Port Kennedy (WA) and impact of the DRP
- Entitlement Offer proceeds net of transaction costs
- Gearing calculated as interest bearing loans and borrowings divided by tangible assets
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Key risks
General risks
This section identifies some of the key risks associated with an investment in BWP along with the key risks relating to participation or non-participation in the Entitlement Offer. A number of risks and uncertainties may adversely affect the operating and financial performance or position of BWP and in turn affect the value of BWP securities. These include specific risks associated with an investment in BWP and general risks associated with any investment in listed securities. The risks and uncertainties described below are not an exhaustive list of the risks relevant to BWP. 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 set out below.
| Risk | Description |
|---|---|
| Pre-existing risks with an investment in BWP | Investors are already subject to the risks relevant to their investment in BWP, and the Entitlement Offer does not affect those risks. |
| Economic conditions | The operating and financial performance of BWP will be influenced by a variety of general economic conditions and business conditions, including the level of inflation, interest rates and government fiscal, monetary and regulatory policies. Higher than expected inflation rates generally or specific to the property sector could be expected to increase costs. A prolonged deterioration in general economic conditions could materially and adversely affect BWP's operations and/or financial position and performance. |
| Geopolitical risk | Global economic and geopolitical factors, industry demand and supply balances, trade wars, product substitution and national tariffs. Geopolitical conditions, hostilities, civil or political unrest, any acts of war, sabotage, cyberattack or terrorism (including any outbreak, escalation or worsening of the foregoing) may result in trade sanctions, embargoes and disruption to supply chains which may impact net operating income, capital works, development and the business of tenants. |
| Regulatory risk | BWP may be affected by government legislation and regulations (including environmental and industrial relations legislation). Changes in legislation and regulations pertaining to, but not limited to, tenancy laws, stamp duty and taxation laws, environmental laws and industrial relations laws may have a material adverse effect on the forecast capital expenditure of BWP or on BWP's financial position or financial performance (such as by directly or indirectly reducing its income from its properties or increasing its costs in relation to the properties). |
| Taxation | Changes in tax law (including goods and services taxes, capital gains taxes and stamp duties), or changes in the way taxation laws are interpreted may impact the tax liabilities of BWP or the tax treatment of an investor's investment. In particular, both the level and basis of taxation may change. In addition, an investment in BWP securities involves tax considerations which may differ for each investor. Each investor is encouraged to seek professional tax advice in connection with any investment in BWP. |
| Disputes and litigation | Disputes or litigation may arise from time to time in the course of business activities. There is a risk that material or costly disputes or litigation could adversely affect BWP's financial performance and the value of BWP securities. |
| Insurance | BWP carries a range of insurance cover for various assets. However, there are certain events for which BWP may not be able to maintain insurance cover. These events may include, but are not limited to, acts of war or political instability and catastrophic events such as floods. Further, insurance markets may be detrimentally affected such that insurance becomes more expensive or the financial ability of insurance companies to respond to claims is diminished. |
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Key risks
General risks continued
| Risk | Description |
|---|---|
| Financial risks | BWP is well-positioned from a financial risk perspective with a majority of BWP's counterparty exposure being to Wesfarmers (A- (stable) S&P rating, A3 (stable) Moody's rating). BWP's assets comprise a geographically diverse portfolio of large format retail properties, generally with long-term leases in place with a portfolio weighted average lease expiry of approximately 7.5 years as at 31 December 2025. The capital structure of BWP (preferred gearing range of 20 to 30 per cent) takes into account the dynamics of the property investment portfolio, and the lease terms of each asset. BWP actively seeks to diversify its sources of debt funding, currently through two domestic banks, three international banks, the domestic medium-term note market and the international institutional loan market. BWP has a portfolio of 82 properties as at 31 December 2025, limiting the financial impact of vacancies or decline in rent for any particular property. The key economic risk relates to interest rate movements, the impact of these on property capitalisation rates, and the cost of debt funding. All investment proposals are evaluated in relation to longer term return objectives, which consider interest rate cycles. The interest rate impact on debt funding is managed with levels of interest rate hedging. |
| Inflation | Increases in inflation could result in higher funding and construction costs for BWP, impacting the feasibility and timing of some property repositioning and upgrades as well as increased operating costs and thereby impacting the profitability of BWP. |
| Construction risk | BWP uses tier one builders and fixed price contracts, where practicable, to mitigate construction cost risk, including input cost inflation |
| Climate-related and environmental risks | The climate change risks particularly attributable to BWP include: |
| > The emergence of new or expanded regulations associated with transitioning to a lower-carbon economy and market changes related to climate change mitigation. BWP may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. While BWP will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that BWP will not be impacted by these occurrences | |
| > Climate change may cause certain physical and environmental risks that cannot be predicted by BWP, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns which may for example result in damage to property. The risks associated with climate change may significantly impact on the industry generally and specifically for BWP the properties owned, insurance and operating costs and ultimately financial performance | |
| Social sustainability risks | BWP recognises the significant importance of ensuring that people's health and safety is not put at risk by its activities and operations. It has in place policies and practices to help identify health and safety risks and to manage those risks appropriately. To that end, BWP is committed to ensuring that its supply chain and business operations do not involve modern slavery and has policies and procedures in place to manage the risk appropriately. As far as practicable, BWP's operational and supplier contract terms include requirements to comply with all relevant laws, and to meet minimum standards for ethical sourcing. |
| ASX listing requirements | There are various listing requirements that BWP must comply with, which may change over time. While BWP will always seek to comply with these requirements, there can be no assurance that they will continue to be met. |
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Key risks
General risks continued
| Risk | Description |
|---|---|
| Forward-looking statements | The forward-looking statements, opinions and estimates provided, including the financial forecasts, are based on assumptions. There can be no guarantee that the assumptions and contingencies on which the forward-looking statements, opinions and estimates are based will ultimately prove to be valid or accurate. This includes but is not limited to such forward-looking statements, opinions or estimates relating to rents, direct property expenses or outgoings and operating expenses incurred for the day-to-day running of BWP and estimated on completion values for development assets. The forward-looking statements, opinions and estimates depend on various factors, many of which are or will be outside the control of BWP. Various factors, both known and unknown, may impact BWP's performance and cause actual performance to vary significantly from what was expected. There can be no guarantee that BWP will achieve its stated objectives or that any forward-looking statement or forecast is indicative of BWP's future performance or that actual results will not materially differ from those presented in the forecast information. |
| Foreign exchange/ currency risk | All information in this Presentation is presented in Australian dollars. Investors who reside outside of Australia, or who rely on funding denominated in a currency other than the Australian dollar, should be aware of the impact that fluctuations in exchange rates may have on the value of their investments in the BWP securities following Implementation. |
| Property valuation risk | Returns from investments in properties largely depend on the rental income generated from the property and the expenses incurred in its operation, including the management and maintenance of the property - commonly referred to as Net Operating Income ("NOI") - as well as changes in the market value of the property. NOI and/or the market value of properties may be adversely affected by a number of factors, including: |
| > the overall conditions in the national and local economy; | |
| > interest rates; | |
| > local real estate conditions; | |
| > the financial covenant of tenants which may be impacted by economic conditions, consumer sentiment and customer demand; | |
| > the perception of prospective tenants regarding attractiveness and convenience of properties and the intensity of competition with other participants in the real estate industry; | |
| > the convenience and quality of properties; | |
| > unforeseen capital expenditure; | |
| > supply of developable land, new properties and other investment properties; | |
| > investor demand / liquidity in investments; | |
| > unforeseen events such as pandemics which may result in Government policies or changes in law not previously anticipated (such as rent relief and abatements); and | |
| > lease expiry timing and the matters impacting any lease renewal at that time. | |
| Tenant concentration risk | Most of BWP's properties have significant or key tenants with the largest tenant (by income) being Bunnings. Bunnings comprise approximately 76.7% of the gross income of BWP as at 31 December 2025. If any tenant defaults in performing its obligations under a lease, or vacates, particularly if that tenancy cannot be re-let on equivalent terms within the estimated timeframes or at all, then income, distributions and the value of BWP stapled securities may be negatively affected. This risk is heightened where it is a key tenant whose rent will represent a significant proportion of BWP's net operating income. Further, if a property remains wholly or materially vacant for any significant period of time, this may impact adjoining tenancies, and BWP's ability to achieve market rents or may require higher incentives to be paid to secure tenants. Any negative impact on the net operating income of BWP (or consequential impacts on asset valuations) has the potential to impact on distributions and the value of BWP stapled securities. |
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Key risks
General risks continued
| Risk | Description |
|---|---|
| Development risks | BWP does not intend to undertake any speculative development without significant income certainty. Development, redevelopment or refurbishment of properties may be undertaken with approval of the BWP Boards and with a requirement to adopt appropriate risk management strategies which may include substantial tenant pre-commitments, rental guarantees or fixed-price fund-through structures. Even though appropriate risk management strategies will be adopted, there will be risks involved with development. |
| Future projects risk | The risks faced by BWP in relation to a future project will depend on the terms of the transaction at the time. There is a risk that a developer engaged on any given project is unable to complete the specified works on time or could default on other obligations under its contract. Completion of construction works may be delayed for a number of reasons, including industrial disputes, inclement weather, permitted variations to the works, changes to legislative requirements, government health orders, delays in authority inspections or approvals or a builder experiencing financial difficulties. Even where a development is under a fixed price contract, a developer may default where there is an increase in costs to a level materially greater than the expected development costs which may not be able to be funded by the developer and the development may not complete (or BWP may agree to bear the excess costs in order to complete the development). Under these circumstances, BWP may not be able to replace the developer with another of similar experience and/or on terms as advantageous to it. In addition, BWP may suffer loss of rent in respect of a delay in completion. Standards applied to properties when an issue becomes apparent may not be standards that applied when the property was constructed. BWP may need to make claims under warranties, and defective construction may not be covered under statutory or contractual warranties and may not be insured or may involve litigation and delays. |
| Funding and refinancing risk | To fund new acquisitions, capital expenditure and other material capital events, it is intended that BWP rely on a combination of funding options including equity and debt. The real estate investment industry tends to be highly capital intensive. The ability of BWP to raise funds on favourable terms for future refinancing and acquisitions depends on a number of factors including general economic, political and capital and credit market conditions. An inability to attract funding may adversely affect BWP's ability to make future acquisitions or to meet future capital expenditure needs, which in turn could adversely affect the growth prospects and distributions of BWP, the value of BWP stapled securities or BWP's ability to maintain its properties to the requisite standard (which in turn may affect its ability to retain existing, or to attract new, tenants). An inability to refinance any debt (either on acceptable terms or at all) or any increase in the cost of such funding, may also adversely impact the performance and the financial position of BWP. |
| Distribution Risk | Future payment of distributions to BWP's securityholders will be determined by the BWP Boards. BWP will pay distributions having regard to the free cash flow and its financial position and there is no guarantee that future distributions will be paid. |
| Other factors | Following completion of the Entitlement Offer, other factors may impact on BWP's performance including natural disasters, changes or disruptions to political, regulatory, legal or economic conditions or to the national or international financial markets including as a result of pandemics, epidemics, terrorist attacks or war, conflicts and supply constraints. |
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Key risks
Risks associated with the offer
| Risk | Description |
|---|---|
| Dilution | Existing securityholders who do not participate in the Entitlement Offer will have their percentage holding in BWP diluted. Investors may also have their investment diluted by future capital raisings by BWP. BWP may issue new securities in the future (including, without limitation, to finance acquisitions, pay contractually payable amounts, or pay down debt) which may, under certain circumstances, dilute the value of an investor's interest. |
| Underwriting risk | The Entitlement Offer is subject to a range of conditions and termination events set out in the underwriting agreement entered into by BWP and the Underwriter on 5 May 2026 ("Underwriting Agreement"). If certain conditions are not satisfied or certain events occur, then the Underwriter may terminate the Underwriting Agreement. The circumstances in which the Underwriter may terminate the Underwriting Agreement are set out in the "Key terms of Underwriting Agreement" section of this Presentation. Termination of the Underwriting Agreement may have an adverse impact on the ability of BWP to proceed with the Entitlement Offer and the quantum of funds raised as part of the Entitlement Offer. If the Underwriting Agreement is terminated by the Underwriter, there is no guarantee that the Entitlement Offer will continue in its current form or continue at all. Failure to raise sufficient funds under the Entitlement Offer (as a result of it not proceeding or otherwise) could materially adversely affect BWP. |
| Liquidity | There can be no guarantee that an active market for BWP securities will exist following the Entitlement Offer. There may be relatively few potential buyers or sellers of the Securities on the ASX at any given time. |
| Security Market Generally | Security market conditions may affect the value of the Securities regardless of BWP's operating performance. Security market conditions are affected by many factors such as: |
| > General economic outlook | |
| > Introduction of tax reform or other new legislation | |
| > Currency rates, interest rates and inflation rates | |
| > Changes in investor sentiment toward particular market sectors | |
| > The demand for, and supply of, capital | |
| > The potential impact of short selling | |
| > Global or domestic pandemics | |
| > Geopolitical instability, international hostilities or war and acts of terrorism in Australia and around the world | |
| The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and real estate investment trusts in particular. | |
| Neither BWP nor its Directors warrant the future performance of BWP or any return on investment in BWP. |
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Key terms of Underwriting Agreement
| Term | Description |
|---|---|
| Overview and parties | BWP Property Group Ltd ACN 688 059 074 (“BWP Property Group”) and BWP Management Limited ACN 082 856 424 (“BWPM”) as responsible entity for BWP Trust ARSN 088 581 097 (“BWP”) (BWP Property Group and BWPM, together being “BWP Group”) have entered into an underwriting agreement with Morgan Stanley Australia Securities Limited (“Underwriter”) in respect of the Entitlement Offer (“Underwriting Agreement”). |
| Under the Underwriting Agreement, the Underwriter has been appointed on an exclusive basis as the sole lead manager, broker and underwriter of the Entitlement Offer. The Underwriter has agreed to underwrite the New Securities under the Entitlement Offer on the terms of the Underwriting Agreement. | |
| Conditions precedent | The Underwriter’s obligations under the Underwriting Agreement, including to underwrite and manage the Entitlement Offer, are conditional on certain matters including, but not limited to: |
| ➤ the Underwriter receiving a completed and duly executed due diligence questionnaire from BWP, together with a copy of the signed due diligence report (“Due Diligence Report”) approved by the due diligence committee formed in connection with the Entitlement Offer; | |
| ➤ ASX granting a trading halt before 9.30 am on the date of announcement of the Entitlement Offer in respect of BWP; | |
| ➤ lodgement by BWP of the announcement relating to the Entitlement Offer, this Presentation, a cleansing notice and an ASX Appendix 3B in relation to the Entitlement Offer; | |
| ➤ execution by Wesfarmers of a letter committing to take up its full entitlement under the Entitlement Offer; | |
| ➤ the results of the Institutional Entitlement Offer being announced to ASX by BWP before 10.00 am after the closing date of the Institutional Entitlement Offer and ASX not having indicated to BWP or the Underwriter that it will not grant permission for the official quotation of the New Securities issued under the Institutional Entitlement Offer before 9.30 am on the allotment date of the New Securities under the Institutional Entitlement Offer, and the New Securities under the Institutional Entitlement Offer being issued by BWP; | |
| ➤ ASX not having indicated to BWP or the Underwriter that it will not grant permission for the official quotation of the New Securities under the Retail Entitlement Offer and the Underwriter receiving a notice from BWP on the relevant due date notifying the Underwriter of any shortfall under the Retail Entitlement Offer; and | |
| ➤ the delivery by BWP of certain certificates (“Certificates”) to the Underwriter by the due dates of those certificates, including a certificate under which BWP broadly confirms its compliance with its obligations and the warranties given by it under the Underwriting Agreement and a certificate under which BWP confirms no new misleading statements, omissions or circumstances have arisen post-lodgement. | |
| Termination events | The Underwriter may terminate the Underwriting Agreement if certain events occur at any time before 4.00pm on the date of settlement of the New Securities under the Retail Entitlement Offer. For certain termination events, the Underwriter may only terminate where it has reasonable grounds to believe that the event has or could reasonably be expected to have a material adverse effect on the success, settlement or marketing of the Entitlement Offer, or the ability of the Underwriter to market, promote or settle the Entitlement Offer or the likely price at which the New Securities will trade on ASX, or the willingness of investors to subscribe for the New Securities, or the event will, or could reasonably be expected to, give rise to a liability of, or contravention by, the Underwriter. |
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Key terms of Underwriting Agreement
| Term | Description |
|---|---|
| Termination events cont. | The termination events include, but are not limited to: |
| > a failure by BWP Group to furnish the Certificates by their due dates, or any statement in a Certificate being false, misleading or deceptive; | |
| > a statement in any document in respect of the Entitlement Offer or public information is or becoming misleading or deceptive in a material respect, or the Due Diligence Report or any other information supplied by BWP is or becoming misleading or deceptive, or proves to be, or has been, or becomes, untrue or incorrect, or is or becomes not performed; | |
| > BWP withdrawing the Entitlement Offer; | |
| > BWP being required to give a corrective notice under sections 708AA(10) or 1012DAA(10) of the Corporations Act, or an obligation arising for BWP to give a notice to ASX in accordance with sections 708AA(12) AND 1012DAA(12); | |
| > ASIC taking certain actions, including the commencement of certain investigations, in relation to the Entitlement Offer, or there being an application to a government agency for an order, declaration or other remedy, or a government agency commencing any investigation or hearing or announcing its intention to do so, in each case in connection with the Entitlement Offer or any agreement entered into in respect of the Entitlement Offer; | |
| > there being a contravention by BWP of the Corporations Act, BWP’s constituent documents, the Listing Rules of any other applicable law; | |
| > ASX announcing BWP will be removed from the official list or that its securities will be delisted or suspended from quotation; | |
| > a force majeure event making it illegal for the Underwriter to satisfy its obligations; | |
| > the S&P/ASX 200 Index falling 10% or more below its level at close of trading on the day before the date of the Underwriting Agreement and remaining at or below that level for at least 2 consecutive business days; | |
| > a material adverse change occurring, or there is a development involving a likely prospective material adverse change, in the assets, liabilities, financial position or performance, profits, losses or prospects of BWP; | |
| > the commencement of legal proceedings against BWP or any director of BWP, or BWP becoming insolvent; | |
| > there being a change in the board of directors of BWP, or the responsible entity of the BWP Trust, or to the Head of Property or the Chief Financial Officer of BWP; | |
| > unconditional approval by the ASX for official quotation of the New Securities being refused, or not being granted, or being withdrawn; | |
| > there being a change in timetable without the prior written consent of the Underwriter; | |
| > a director of any BWP Group entity being charged with an indictable offence, a Government Agency recommending public action against any such director, or any director of a BWP Group entity being disqualified from managing a corporation under the Corporations Act; | |
| > hostilities not presently existing commencing or escalating involving any one or more of Australia, Hong Kong, New Zealand, Singapore, the United Kingdom, Japan, China, North Korea, South Korea, Iran, Ukraine, Russia, Lebanon, any member state of the European Union or the United States, or a major terrorist act being perpetrated on any of those countries; | |
| > there being a banking moratorium, material disruption to financial markets or settlement services, significant adverse political or economic developments, or a suspension of trading on the ASX, NYSE, LSE, or HKEX in Australia, Hong Kong, the UK, Singapore, or the US; | |
| > the inclusion of any forecast, expression of opinion, forward looking statement, belief, intention or expectation which is not based on (or ceases to be) reasonable grounds; | |
| > any BWP Group Member or any of their respective directors or officers engage, or have engaged in any fraudulent conduct or activity whether or not in connection with the Entitlement Offer; and | |
| > a change of law is introduced, or a public announcement of a proposal to introduce into any Australian Federal or State parliament a new policy that does or is likely to prohibit or adversely regulate the Entitlement Offer. |
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Key terms of Underwriting Agreement
| Term | Description |
|---|---|
| Representation warranties and undertakings | Customary representations and warranties are given by BWP in favour of the Underwriter in relation to, among other things, power and authority, compliance with law, business matters, quality of disclosure and in respect of the conduct of the Entitlement Offer. |
| Various customary undertakings are also given by BWP in favour of the Underwriter, including in relation to the conduct of the Entitlement Offer and continuing to carry on the business of BWP in the ordinary course. As part of this, BWP has agreed not to, without the prior written consent of the Underwriter (such consent not to be unreasonably withheld or delayed), before the expiration of 90 days after completion of the Entitlement Offer, allot (or agree to allot) or indicate in any way that it may or will allot (or agree to allot) any BWP securities or other securities convertible or exchangeable into equity, other than in certain prescribed circumstances (including pursuant to the Entitlement Offer, an employee security or option plan, or a non-underwritten dividend reinvestment or bonus security plan). | |
| Indemnity | Subject to certain exclusions, BWP indemnifies and holds harmless the Underwriter and certain affiliated parties (“Indemnified Parties”) against all losses suffered or incurred in connection with the Entitlement Offer and the appointment of the Underwriter. The indemnity does not apply to the extent a loss: |
| • is finally judicially determined to have resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party; | |
| • represents an amount in respect of which the indemnity would be illegal, void or unenforceable under any applicable law; or | |
| • comprises a fine or penalty for a contravention of the Corporations Act. | |
| Fees | The Underwriter is entitled to a management fee of 0.25% of the Offer Proceeds and an underwriting fee of 1.50% of the proceeds from the Institutional Entitlement Offer (excluding proceeds from Wesfarmers taking up its entitlement under the Entitlement Offer) and the gross proceeds from the Retail Entitlement Offer, plus a discretionary incentive fee of up to 0.25% of the Offer Proceeds payable at BWP’s sole discretion. |
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International Offer Restrictions
This Presentation does not constitute an offer of New Securities in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.
Canada (British Columbia, Ontario and Quebec provinces)
This Presentation constitutes an offering of New Securities only in the Provinces of British Columbia, Ontario and Quebec (the “Provinces”), only to persons to whom New Securities may be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This Presentation is not a prospectus, an advertisement or a public offering of securities in the Provinces. This Presentation may only be distributed in the Provinces to investors that are both (i) “accredited investors” (as defined in National Instrument 45-106 – Prospectus Exemptions) and (ii) “permitted clients” (as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations).
No securities commission or authority in the Provinces has reviewed or in any way passed upon this Presentation, the merits of the New Securities or the offering of the New Securities and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Securities or the resale of such securities. Any person in the Provinces lawfully participating in the Entitlement Offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Securities in the Provinces must be made in accordance with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers should seek legal advice prior to any resale of the New Securities.
BWP as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon BWP or its directors or officers. All or a substantial portion of the assets of BWP and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against BWP or such persons in Canada or to enforce a judgment obtained in Canadian courts against BWP or such persons outside Canada.
Statutory rights of action for damages and rescission
Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights or consult with a legal adviser.
Certain Canadian income tax considerations
Prospective purchasers of the New Securities should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Securities as there are Canadian tax implications for investors in the Provinces.
Language of documents in Canada
Upon receipt of this Presentation, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Securities (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.
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International Offer Restrictions
Hong Kong
WARNING: this Presentation has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised 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”). Accordingly, this Presentation may not be distributed, and the New Securities may not be offered or sold, in Hong Kong other than to “professional investors” (as defined in the SFO and any rules made under that ordinance).
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 New Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Securities may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this Presentation 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 Presentation, you should obtain independent professional advice.
New Zealand
This Presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”).
The New Securities are not being offered to the public within New Zealand other than to existing securityholders of BWP with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.
Other than in the Entitlement Offer, New Securities may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) 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.
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International Offer Restrictions
Singapore
This Presentation has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act 2001 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Securities are not allowed to be offered to the retail public. This Presentation 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 Presentation 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 Presentation immediately. You may not forward or circulate this Presentation to any other person in Singapore.
Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party in Singapore. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
Switzerland
The New Securities may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. Neither this Presentation nor any other offering material relating to the New Securities constitutes a prospectus or a similar notice (as such terms are understood under the Swiss Financial Services Act (FinSA)) or the listing rules of any stock exchange or regulated trading facility in Switzerland.
This Presentation is personal to the recipient only and not for general circulation in Switzerland. Neither this Presentation nor any other offering or marketing material relating to the New Securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland. The New Securities will only be offered to investors who qualify as "professional clients" under art. 4 para. 3 of the FinSA.
Neither this Presentation nor any other offering or marketing material relating to the offering or the New Securities have been, or will be, filed with or approved by any Swiss regulatory authority or authorized review body. In particular, this Presentation will not be filed with, and the offer of New Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). The offering has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, the investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Securities.
United Arab Emirates
This Presentation does not constitute a public offer of securities in the United Arab Emirates and the New Securities may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this Presentation nor the New Securities have been approved by the Securities and Commodities Authority ("SCA") or any other authority in the UAE.
No marketing of the New Securities has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This Presentation may be distributed in the UAE only to "professional investors" (as defined in the SCA Board of Directors' Decision No.13/RM of 2021, as amended).
No offer of New Securities will be made to, and no subscription for New Securities will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International Financial Centre.
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Thank you.
bwp
Further Information
Tel: +61 8 9327 4356
Email: [email protected]