AI assistant
CENTURIA INDUSTRIAL REIT — M&A Activity 2018
Sep 12, 2018
64654_rns_2018-09-12_0509df0c-987a-4096-b741-eda9882a145d.pdf
M&A Activity
Open in viewerOpens in your device viewer
==> picture [192 x 56] intentionally omitted <==
ASX Announcement
13 September 2018
Propertylink market briefing regarding proposal to acquire Centuria Industrial REIT
Propertylink Group (ASX:PLG) will provide a briefing at 12:30pm (AEST) today to investors and analysts regarding its non-binding and indicative proposal (Proposal) to acquire all of the outstanding units in Centuria Industrial REIT (ASX:CIP).
A presentation to accompany this briefing is attached.
Further Enquiries
Investors Stuart Dawes Propertylink Group Managing Director & CEO +61 2 9186 4720 [email protected]
Media Sue Cato Cato & Clegg Partner +61 2 8306 4244 [email protected]
Carrie Barrack Propertylink Investor Relations Manager +61 2 9186 4747 [email protected]
About Propertylink
Propertylink is an A-REIT, listed on the Australian Stock Exchange under the code “PLG”. Propertylink is an internally managed real estate group that owns and manages a diversified portfolio of logistics, business park and office properties and is a leading investment and asset management business with A$1.8 billion of assets under management. Propertylink’s integrated, in-house approach to active asset management is aimed at maximising the performance and value of assets under management for our global investors from North America, Europe, the Middle East, Asia and Australia.
Propertylink (Holdings) Limited (ACN 092 684 798), Propertylink Investment Management Limited (ACN 136 865 417) (AFSL 338189) as responsible entity of Propertylink Trust (ARSN 613 032 750) and Propertylink Australian Industrial Partnership (ARSN 613 032 812) Level 29, 20 Bond Street, Sydney NSW 2000 T: +612 9186 4700 www.propertylink.com.au
==> picture [210 x 63] intentionally omitted <==
Propertylink Group Proposal to acquire Centuria Industrial REIT 13 September 2018
==> picture [768 x 230] intentionally omitted <==
Executive summary
-
Propertylink Group (“Propertylink” or “PLG”) this morning announced that it has submitted a non-binding indicative proposal (“Proposal”) to the Independent Directors of Centuria Property Funds No. 2 Limited (“CPF2L”) as responsible entity of Centuria Industrial REIT (“CIP”) to acquire all of the outstanding units in CIP through a combination of cash and PLG securities
-
The acquisition of CIP is consistent with Propertylink’s stated strategy of:
-
Being a leading owner and manager of Australian industrial real estate
-
Growing the investment management business by establishing new funds
-
Providing securityholders with superior risk-adjusted returns via its active approach to asset management
-
-
The Proposal provides CIP unitholders with the opportunity to receive $0.33 cash and 2.5327 Propertylink Group (“PLG”) securities for each CIP unit it owns, valuing CIP units at $3.04 per unit[1]
-
The Proposal offers compelling value for CIP unitholders and represents an 18.8% premium to CIP’s stated NTA as at 30 June 2018 of $2.56 and a 15.5% premium to CIP’s 3-month VWAP of $2.63[2] . The Proposal is also highly accretive for CIP unitholders with an expected increase in equivalent earnings per unit from 18.5 to 22.2 cents[3]
-
The financial outcomes for CIP unitholders under our Proposal compare favourably to the proposal made by Centuria to acquire Propertylink submitted in September 2017. The Centuria proposal, endorsed by the Chairman of CPF2L, was expected to increase CIP earnings and NAV per unit by a mere 0.6% and 0.2% respectively
-
PLG holds a relevant interest of 12.3% in CIP. Propertylink proposes to acquire 100% of the units in CIP via an off-market takeover.[4] In the event that Propertylink achieves at least 50.1% ownership but less than 100%, Propertylink intends to replace CIP’s responsible entity with an appropriately licensed entity and to appoint a Propertylink Group member as manager of CIP
-
The Proposal is expected to generate 2.6% accretion to Propertylink’s FY19 EPS and DPS on a pro forma basis assuming an acquisition of 100% of CIP’s units[3]
-
Propertylink is seeking to engage with the independent directors of CPF2L to gain their support for a recommended takeover proposal. Propertylink will keep its securityholders fully informed as it advances the proposal
-
1 Based on the closing price of PLG securities as at 12 September 2018
-
2 As at 12 September 2018
-
3 Assumes 100% of CIP units are acquired. Pro forma metrics are based on the assumption that PLG meets its FY19 EPS and DPS guidance and that CIP meets its FY19 EPS guidance of 18.5 cps (representing the lower end of its range) and DPS guidance; assumes $160 million sale of assets, post gaining effective control of CIP
-
4 The key terms and conditions of the Proposal are attached to today’s ASX Announcement “Proposal to acquire Centuria Industrial REIT”.
==> picture [96 x 28] intentionally omitted <==
2
Agenda
| 1 | Rationale for the Propertylink Proposal | Slides 4 – 10 |
|---|---|---|
| 2 | Compelling value for CIP unitholders who accept the Propertylink Proposal |
Slides 12 – 16 |
| 3 | Propertylink as Manager of CIP | Slides 18 – 22 |
| 4 | Appendices | Slides 24 – 25 |
==> picture [96 x 28] intentionally omitted <==
3
Rationale for the Propertylink Proposal
==> picture [843 x 453] intentionally omitted <==
----- Start of picture text -----
82 Taryn Drive, Epping VIC
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
4
Rationale for the Proposal
- Since its IPO in August 2016, Propertylink has delivered on its strategy by:
Propertylink’s Strategy
-
Strengthening the wholly owned industrial portfolio through active leasing, development and asset repositioning
-
Enhancing the portfolio through selective acquisitions and divestment of non-core assets
-
Actively managing external funds to deliver superior performance for investors
-
This has delivered returns to PLG securityholders in excess of the REIT index through increasing distributions and NTA growth
-
Acquiring CIP is a logical progression in the execution of PLG’s strategy. CIP owns a $1.0bn portfolio of industrial and logistics assets which has strong potential to be actively managed in order to deliver increased returns to PLG securityholders
-
The Proposal is expected to have the following impact on PLG’s financial metrics:
-
FY19 EPS accretion of 2.6%[1]
==> picture [79 x 78] intentionally omitted <==
==> picture [79 x 79] intentionally omitted <==
==> picture [79 x 79] intentionally omitted <==
Invest in a wholly owned portfolio of industrial assets and co-invest in external funds
Enhance the wholly owned industrial portfolio and assets held in external funds through active management
Grow the investment management business and wholly owned industrial portfolio
-
FY19 DPS accretion of 2.6%[1]
-
Pro forma free-float market capitalisation of approximately $0.9bn which may qualify for inclusion in the S&P/ASX 200 Index[2]
==> picture [79 x 78] intentionally omitted <==
Maintain a conservative capital structure
- 1 Assumes 100% of CIP units are acquired. Pro forma metrics are based on the assumption that PLG meets its FY19 EPS and DPS guidance and that CIP meets its FY19 EPS guidance of 18.5 cps (representing the lower end of its range) and DPS guidance; assumes $160 million of assets sold post gaining effective control of CIP
2 Assumes pro forma PLG securities trade at $1.07 (representing the closing price of PLG Securities on 12 September 2018)
==> picture [96 x 28] intentionally omitted <==
5
Propertylink’s intentions
-
Propertylink’s objective is to acquire 100% of CIP Units. If Propertylink becomes entitled to compulsorily acquire CIP units, it intends to exercise that right
-
Following this, Propertylink intends to conduct a broad-based strategic and financial review of the CIP portfolio in order to optimise performance, manage gearing and deliver superior risk-adjusted returns for the CIP portfolio
-
By acquiring 100% of CIP, Propertylink would:
Become the largest A-REIT focussed on the ownership of Australian industrial real estate, with a combined portfolio book value of $1.8bn
Increase geographical and tenant diversification as well as extend WALE
Significantly improve its market position, scale and liquidity, with the combined group likely to be eligible for inclusion in the S&P/ASX 200 Index
Enhance its integrated and in-house management platform via the expansion of customer relationships and increased access to market intelligence, investment opportunities and capital
Generate 2.6% accretion to both PLG’s FY19 EPS and DPS on a pro forma basis [1]
1 Pro forma metrics are based on the assumption that PLG meets its FY19 EPS and DPS guidance and that CIP meets its FY19 EPS guidance of 18.5 cps (representing the lower end of its range) and DPS guidance; assumes $160 million of assets sold post gaining effective control of CIP
==> picture [96 x 28] intentionally omitted <==
6
Combination of two highly complementary portfolios
- If Propertylink acquires 100% of CIP units, CIP unitholders who accept the Propertylink Proposal will have exposure to a larger, more diversified industrial portfolio that has more attractive attributes that the existing CIP portfolio[1]
| Propertylink Group | CIP | Combined Group | |
|---|---|---|---|
| Number of assets | 30 | 384 | 68 |
| Portfolio value ($m) | $800m | $1,015m4 | $1,815m |
| WACR (%)2 | 6.66% | 6.78%4 | 6.73% |
| Occupancy (%)3 | 99.2% | 94.5% | 96.6% |
| WALE (years)3 | 3.8 years | 5.1 years | 4.5 years |
| Gross lettable area (sqm) | 461,606 | 749,1474 | 1,210,753 |
Combined Group
==> picture [697 x 175] intentionally omitted <==
----- Start of picture text -----
Propertylink CIP
4% 2% 1% 9% 1% 0.4%
13%
13%
NSW
17%
41% VIC
48% 44% QLD
20%
WA
ACT
SA
35%
29%
24%
----- End of picture text -----
- 1 Other than certain CIP unitholders who are ineligible to receive PLG securities under the proposed offer. References to CIP unitholders participating in the expected benefits of holding PLG securities are references to those who accept the proposed offer and are eligible to receive PLG securities.
2 Weighted by value
-
3 Propertylink and CIP standalone metrics weighted by income; Combined Group metrics weighted by value. Metrics exclude 39-45 Wedgewood Drive, Hallam, Victoria and the impact of CIP’s acquisition of 616 Boundary Road, Richlands, Queensland
-
4Adjusted for CIP’s divestment of 39-45 Wedgewood Drive, Hallam, Victoria and acquisition of 616 Boundary Road, Richlands, Queensland
==> picture [96 x 28] intentionally omitted <==
7
Combination will create the third largest A-REIT industrial portfolio
If Propertylink acquires 100% of CIP units:
-
The Combined Group is expected to be the largest ASX-listed REIT focused on Australian industrial assets
-
The Combined Group would own the third largest industrial portfolio amongst its ASX-listed peers
-
Increased scale is expected to provide the Combined Group with flexibility to pursue a wider range of value-add initiatives and corporate and capital transactions
Book value of Australian industrial balance sheet portfolios
==> picture [743 x 213] intentionally omitted <==
----- Start of picture text -----
2,228 2,200
1,815
1,670 1,624
1,147
1,015
809 800
686 676
Source: Company filings
portfolio ($m)
Australian industrial
Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 CIP Peer 6 PLG Peer 7 Peer 8
Group
Combined
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
8
Significantly improved scale and liquidity and potential inclusion in the S&P/ASX 200 A-REIT Index
-
If Propertylink acquires 100% of CIP units, the Combined Group’s pro forma free-float market capitalisation of approximately $0.9bn[1] may qualify for inclusion in the S&P/ASX 200 Index
-
PLG securities have historically had higher levels of liquidity than CIP units. CIP unitholders who accept the Propertylink Proposal will potentially benefit from this higher liquidity
Free-float market capitalisation of S&P/ASX A-REIT Index constituents
==> picture [748 x 168] intentionally omitted <==
----- Start of picture text -----
1.8 S&P/ASX 200 A-REITS Included in S&P/ASX 300 A-REITS
1.6 the S&P/ASX 200
1.4
1.1
1.0 1.0 0.9 0.9
0.7 0.7 0.7 0.6 0.6 0.6 0.6
0.5 0.5 0.5 0.4
0.3
SCP BWP CQR ABP NSR VVR GOZ CLW RFF AVN GDI FET ARF INA CIP CMA PLG HPI IDR
Market capitalisation ($bn)
Group
Combined
----- End of picture text -----
Source: IRESS
==> picture [96 x 28] intentionally omitted <==
9
1 Based on the closing price of PLG securities as at 12 September 2018 multiplied by the total number of free-float PLG securities expected to be on issue following the close of the Propertylink Proposal and assumes Propertylink acquires 100% of the CIP units
Enhanced corporate governance, alignment of interests and elimination of management fees
-
Propertylink Group is an internally managed A-REIT. This structure creates a stronger alignment of interests between management and Propertylink investors than CIP’s external management structure
-
The Propertylink Board is comprised of a majority of Independent Directors and an Independent Chairman, and Propertylink continues to pursue best practice corporate governance
-
The Propertylink platform is also scalable, with expenses as a proportion of gross assets reducing as Propertylink grows
-
By comparison, CIP is an externally managed A-REIT managed by Centuria Property Funds No. 2 Limited (“CPF2L”) and other members of the Centuria Capital (“CNI”) group. Under this structure, CPF2L is entitled to a management fee which is calculated based on the gross value of CIP’s assets. Consequently the CNI group is incentivised to maximise the fees it is paid by growing the gross value of assets under management
-
All of the directors of CIP’s responsible entity have other connections with CNI or other members of the CNI group
Overview of CIP’s current management structure
==> picture [383 x 202] intentionally omitted <==
----- Start of picture text -----
Centuria
Property Funds CIP unitholders
No. 2 Limited
Wholly owned
subsidiary
Management fees
Centuria
Centuria
Capital Group
Industrial REIT
(CNI) Management fees
Other CNI Industrial
subsidiaries portfolio
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
10
Compelling value for CIP unitholders who accept the Propertylink Proposal
==> picture [843 x 438] intentionally omitted <==
----- Start of picture text -----
71-93 Whiteside Road, Clayton VIC
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
11
The Propertylink Proposal
-
Propertylink Investment Management Limited as responsible entity of Propertylink Australian Industrial Partnership (“Propertylink”) has made an indicative and non-binding proposal (“Propertylink Proposal”) to purchase all of the issued units in Centuria Industrial REIT (“CIP”) by way of an agreed off-market takeover offer[1]
-
The Proposal provides CIP unitholders with the opportunity to receive $0.33 cash and 2.5327 Propertylink Group (“PLG”) securities for each CIP unit it owns, valuing CIP units at $3.04 per unit,[2] with the consideration being reduced by the amount of any distributions that CIP unitholders become entitled to receive on or after 13 September 2018
-
CIP unitholders who accept Propertylink’s takeover offer and become registered PLG securityholders prior to the record date for Propertylink’s December 2018 semi-annual distribution will receive this distribution
-
The Propertylink Proposal is a compelling value proposition for CIP unitholders and represents a 18.8% premium to CIP’s stated NTA as at 30 June 2018 of $2.56 and a 15.5% premium to CIP’s 3-month VWAP of $2.63[3]
The Propertylink Proposal also provides further benefits to CIP unitholders who accept the Proposal:
Increase in distributions, NTA and NAV per CIP unit
Improved growth opportunities with increased scale and portfolio weighting towards high-growth Sydney and Melbourne markets
Annual net cost savings realisable day one, including the removal of funds management fees currently paid to Centuria
Specialised industrial asset management with expertise recognised by global institutional investors and a demonstrated track record of outperformance
Enhanced corporate governance and alignment of interests between management and investors
-
1 Propertylink will issue a Bidder’s Statement in relation to the Proposal. This will contain additional information about the terms and implications of the Proposal.
-
2 Based on the closing price of PLG securities as at 12 September 2018. Under the Proposal, the offer consideration will be reduced by the amount of any distributions that CIP unitholders become entitled to receive on or after 13 September 2018. CIP unitholders who accept Propertylink’s offer and become registered PLG securityholders prior to the record date for Propertylink’s December 2018 semi-annual distribution, will receive this distribution
==> picture [96 x 28] intentionally omitted <==
12
3 Based on closing price of PLG securities and CIP units as at 12 September 2018 being the last day before the announcement of the Propertylink Proposal
Background to the Propertylink Proposal
-
In September 2017, CIP’s external fund manager, CPF2L, and CNI acquired respective interests in approximately 7.7% and 9.3% of PLG securities
-
CPF2L and CNI subsequently submitted an indicative and non-binding proposal to Propertylink to acquire 100% of PLG securities
-
The Centuria proposal would have provided limited financial benefits for CIP Unitholders:
| Centuria proposal – rejected | Propertylink Proposal1 | |
|---|---|---|
| Increase in distributions per CIP unit2 | 0.6% | 15.5%3 |
| Increase in NAV per CIP unit4 | 0.2% | 11.3% |
| Corporate governance | External management | Internalised management |
| Manager track record of total returns | 4.6% since PLG listing5 9.3% since CNI became manager of CIP6 |
18.4% since PLG listing5 33.0% since CNI became manager of CIP6 |
-
The Propertylink Board rejected the Centuria Proposal for reasons including that it undervalued Propertylink and would expose PLG Securityholders to significant risks resulting from the splitting of its business, as well as the structural and legal limitations of CNI’s external funds management platform if its management rights were terminated
-
CPF2L announced that it had disposed of its 7.7% interest in Propertylink in August 2018
1 Expected benefits, assuming Propertylink acquires 100% of CIP units
-
2Centuria proposal refers to expected earnings in FY18; Propertylink Proposal refers to expected earnings in FY19
-
3Assumes $160 million of assets sold post gaining effective control of CIP
-
4Centuria proposal refers to NAV as at 30 June 2017; Propertylink Proposal refers to NAV as at 30 June 2018
-
5 Annualised total return between 4 August 2016 to 30 June 2018, including re-investment of distributions
-
6 Annualised total return between 10 January 2017 to 30 June 2018, including re-investment of distributions
==> picture [96 x 28] intentionally omitted <==
13
The Proposal represents compelling value for CIP unitholders
Implied premiums to various CIP unit prices
Implied value of the Proposal: $3.04
==> picture [639 x 211] intentionally omitted <==
----- Start of picture text -----
18.8% 15.5% 13.1% 11.8% 5.7%
$2.88
$2.72
$2.69
$2.63
$2.56
CIP stated 30 Jun 18 NTA per CIP 3 month VWAP to 12 CIP 1 month VWAP to 12 CIP closing price on 12 CIP all time high trading price
unit September 2018 September 2018 September 2018
----- End of picture text -----
18.8% premium to CIP’s stated NTA of $2.56 as at 30 June 2018[1]
15.5% premium to the 3-month VWAP of a CIP unit of $2.63[1]
11.8% premium to the last unaffected closing price of CIP units of $2.72[1]
==> picture [96 x 28] intentionally omitted <==
1 Based on the closing price of PLG securities as at 12 September 2018
14
Expected increase in distributions, NTA and NAV for CIP unitholders
Expected financial outcomes for CIP unitholders assuming an acquisition of 100% of CIP units
Equivalent FY19 DPU NTA per unit[2]
==> picture [447 x 262] intentionally omitted <==
----- Start of picture text -----
+15.7%
+5.4%
$21.3
$2.70
$18.4 $2.56
Pre Post Pre Post
15.7% increase in equivalent 5.4% increase in NTA per CIP
FY19 distributions per CIP unit unit
----- End of picture text -----
==> picture [77 x 13] intentionally omitted <==
----- Start of picture text -----
NAV per unit [2]
----- End of picture text -----
==> picture [187 x 176] intentionally omitted <==
----- Start of picture text -----
+11.3%
$2.94
$2.64
----- End of picture text -----
==> picture [196 x 82] intentionally omitted <==
----- Start of picture text -----
Pre Post
11.3% increase in NAV per CIP
unit
----- End of picture text -----
- 1 Pro forma figures are based on CIP Unitholders receiving 2.5327 PLG Securities per CIP Unit and reinvesting the cash component of the offer in PLG Securities at a PLG Security price of $1.07 (representing the closing price of PLG Securities on 12 September 2018); assumes $160 million of assets sold post gaining effective control of CIP
==> picture [96 x 28] intentionally omitted <==
15
2 Pro forma figures are based on CIP Unitholders receiving 2.5327 PLG Securities per CIP Unit and receiving $0.33 per CIP unit in cash
Opportunity to grow under a manager who has a demonstrated track record of outperformance
-
CIP unitholders who accept the Propertylink Proposal are expected to benefit from the Propertylink Group’s fully integrated management platform, proven operational expertise and track record of delivering attractive returns for PLG securityholders
-
Since listing in August 2016, Propertylink has successfully grown the value of its industrial portfolio, improved the portfolio’s operating metrics and reduced risk
-
Propertylink has a demonstrated history of providing superior total returns to its investors[1]
Total return comparison (annualised)[2]
==> picture [136 x 27] intentionally omitted <==
----- Start of picture text -----
Since Centuria became
the manager of CIP
----- End of picture text -----
==> picture [725 x 169] intentionally omitted <==
----- Start of picture text -----
Last financial year Since Centuria became
Since Propertylink's IPO
the manager of CIP
34.5%
33.0% Propertylink
CIP
18.4%
12.4% 13.3%
9.3% ASX 300
6.7% 4.6% REIT Index
1.3%
30 June 2017 - 30 June 2018 10 January 2017 - 30 June 2018 4 August 2016 - 30 June 2018
----- End of picture text -----
Source: Bloomberg
1 ‘Total return’ is a measure of the actual rate of return that a securityholder experiences over a given period, having regard to changes in the security price and the amount of distributions received over that period
2 Including assumed reinvestment of distributions
==> picture [96 x 28] intentionally omitted <==
16
Propertylink as Manager of CIP
==> picture [842 x 457] intentionally omitted <==
----- Start of picture text -----
122 Newton Road, Wetherill Park NSW
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
17
Material benefits associated with PLG being appointed as manager after acquiring at least 50.1% interest
-
While it is Propertylink’s intention to secure a 100% interest in CIP, it has also considered the commercial logic if it were to secure an interest of at least 50.1%
-
If CIP becomes a controlled entity of Propertylink, or if Propertylink is otherwise in a position to do so, Propertylink intends to cause an appropriately licensed entity to replace CPF2L as the responsible entity of CIP (whether or not it has acquired 100% of the CIP Units) and appoint a Propertylink Group member as manager of CIP
-
Propertylink managing CIP as an externally managed vehicle also provides Propertylink’s securityholders with material benefits. By acquiring at least 50.1% of CIP but less than 100%, Propertylink would:
Increase the management of Australian industrial real estate to $2.2bn, when considering Propertylink’s existing industrial funds and wholly owned portfolio
Increase external funds under management by $1bn
Increase the geographical diversification of the assets owned and managed within the Group
Increase the number and diversity of tenants within the Group
Enhance its integrated and in-house management platform via the expansion of customer relationships and increased access to market intelligence, investment opportunities and capital
Generate 10.7% accretion to both PLG’s FY19 EPS and DPS on a pro forma basis [1]
- 1 Pro forma metrics are based on the assumption that PLG meets its FY19 EPS and DPS guidance and that CIP meets its FY19 EPS guidance of 18.5 cps (representing the lower end of its range) and DPS guidance; assumes $75 million of assets sold post gaining effective control of CIP
==> picture [96 x 28] intentionally omitted <==
18
Financial impact of Propertylink becoming CIP’s manager
-
In appointing a Propertylink Group member as manager of CIP, Propertylink would materially increase its investment management earnings with the addition of property management, development management and other transaction based fees
-
Accounting for incremental operating expenses incurred, the net increase to Propertylink’s FY19 investment management earnings is expected to be $7.8m[1]
-
Propertylink would increase its external assets under management by $1.0bn without paying for management rights
Propertylink standalone
Propertylink post transaction
==> picture [193 x 153] intentionally omitted <==
----- Start of picture text -----
Diversified Industrial
35% 34%
Office
31%
----- End of picture text -----
==> picture [206 x 128] intentionally omitted <==
----- Start of picture text -----
Diversified
17%
Industrial
Office
68%
15%
----- End of picture text -----
Total external AUM: $973m
Total external AUM: $1,987m
==> picture [96 x 28] intentionally omitted <==
1 Propertylink’s estimate of net impact to FY19 earnings
19
Propertylink’s fully integrated industrial property management platform is well positioned to manage CIP
==> picture [715 x 371] intentionally omitted <==
----- Start of picture text -----
Team of 37 Headquartered in
Platform National presence Scalable platform
employees Sydney
Integrated
Investment Asset Property Development
platform Acquisitions Divestments
management management management management
capabilities
Reduced Increased Strong
Driving High tenant Lower tenant Increased
property capital investor
outcomes retention incentives rental income
downtime values relationships
Active approach driving superior outcomes
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
20
Propertylink has delivered 37.7% growth in NTA per security for its securityholders since listing in August 2016
NTA per security growth since IPO
Balance sheet portfolio growth since IPO
==> picture [135 x 16] intentionally omitted <==
----- Start of picture text -----
CAGR: 18.6% p.a.
----- End of picture text -----
==> picture [127 x 16] intentionally omitted <==
----- Start of picture text -----
CAGR: 8.6% p.a.
----- End of picture text -----
==> picture [772 x 228] intentionally omitted <==
----- Start of picture text -----
$1.04 $758m $800m
$0.98
$685m $698m $695m
$0.87
$0.82
$0.76
IPO (Aug- Dec-16 Jun-17 Dec-17 Jun-18 IPO (Aug- Dec-16 Jun-17 Dec-17 Jun-18
2016) 2016)
----- End of picture text -----
Propertylink has achieved 37.7% growth in NTA per security since listing (18.6% CAGR)[1]
Propertylink has realised a net increase of $115m in its balance sheet portfolio value (8.6% CAGR)[2]
1 NTA per PLG security growth calculated for the period from 15 August 2016 (being the date of the Propertylink Group restructure) to 30 June 2018
==> picture [96 x 28] intentionally omitted <==
21
2 Balance sheet portfolio growth for the period from 15 August 2016 (being the date of the Propertylink Group restructure) to 30 June 2018
Concluding remarks
-
Acquiring CIP is a logical progression in the execution of Propertylink’s strategy and the rationale is compelling for CIP unitholders and Propertylink securityholders
-
CIP owns a $1.0 billion portfolio of industrial and logistics centres that will benefit from Propertylink’s management expertise and have the potential to deliver increased returns to Propertylink securityholders and CIP unitholders who accept the proposed offer
-
To facilitate making a recommended takeover offer, Propertylink is seeking to engage with the Independent Directors of CIP’s responsible entity
-
As CIP’s responsible entity had endorsed an approach by Centuria Capital Group to acquire 100% of Propertylink’s securities in its indicative proposal submitted in September 2017, and given Propertylink’s proposal offers CIP unitholders with materially superior financial outcomes, we expect CIP’s Independent Directors to welcome the Proposal
-
Propertylink will continue to keep the market informed of relevant developments
==> picture [96 x 28] intentionally omitted <==
22
Appendices
==> picture [842 x 457] intentionally omitted <==
----- Start of picture text -----
Melbourne Markets, Epping VIC
----- End of picture text -----
==> picture [96 x 28] intentionally omitted <==
23
Glossary
AUM
Assets under management
CIP
Centuria Industrial REIT ARSN 099 680 252
CNI
Centuria Capital Limited ACN 095 454 336 and Centuria Capital Fund ARSN 613 856 358 (and where applicable, Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN 613 856 358)
CPF2L
Centuria Property Funds No. 2 Limited ABN 38 133 363 186, the responsible entity of CIP
CAGR
Compound annual growth rate
Distributable Earnings
Cash available for distribution during the relevant period, being the net profit after tax adjusted for property fair value adjustments, straight-lining of rental income and expenses, depreciation, the amortisation on capitalised borrowing costs and other non-cash items.
NTA
Net tangible assets
Weighted average lease expiry, calculated as the average lease expiry of all properties WALE within the portfolio (or in the external funds, as applicable) weighted by each property’s income
The capitalisation rate for a portfolio of properties, calculated by dividing the Net Passing WACR Rent of the portfolio by the assessed valuation of the portfolio, excluding costs of acquisition and fees, weighted by each property’s valuation
==> picture [96 x 28] intentionally omitted <==
24
Contact
Investor contact
STUART DAWES
Managing Director and CEO [email protected]
T: + 61 2 9186 4720
Level 29, 20 Bond Street Sydney NSW 2001
www.propertylink.com.au
Investor contact
CARRIE BARRACK
Investor Relations Manager [email protected]
T: + 61 2 9186 4747
Level 29, 20 Bond Street Sydney NSW 2001 www.propertylink.com.au
Media contact
SUE CATO
Partner
T: + 61 2 8306 4244
==> picture [96 x 28] intentionally omitted <==
25
Disclaimer
This presentation is for information purposes only. The presentation is subject to the conditions outlined below. Your receipt or viewing of the presentation evidences your acceptance of those conditions and that you agree to be bound by them, including any modifications to them notified to you.
Important Notice and Disclaimer
This document has been prepared by Propertylink (Holdings) Limited (ACN 092 684 798) (“PHL”) and Propertylink Investment Management Limited (ACN 136 865 417) (in its capacity as responsible entity for Propertylink Trust ARSN 613 032 750 and Propertylink Australian Industrial Partnership ARSN 613 032 812) (“PIML”) for the sole purpose of providing an overview of PHL, Propertylink Trust and Propertylink Australian Industrial Partnership (together “Propertylink”) (“Purpose”). Statements in this presentation are made only as at August 2018 and the information in this presentation remains subject to change without notice.
Not an offer or financial product advice
This document is provided by PHL and PIML for general information purposes only, without taking into account any person’s objectives, financial situation or needs, and does not purport to be complete. It is not a prospectus, product disclosure statement, pathfinder document for the purposes of section 734(9) of the Corporations Act 2001 (Cth) (“Corporations Act”) or other offer document under Australian law or the law of any other jurisdiction. The presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or elsewhere where such offer or sale is not permitted. Securities may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The securities of Propertylink have not been and will not be registered under the Securities Act. This presentation should not be relied on by the recipient in considering the merits of any particular transaction. It is not an offer, invitation, solicitation, advice or recommendation to buy or sell or to refrain from buying or selling any securities or other investment product or entering into any other transaction. This presentation does not constitute an advertisement for an offer or proposed offer of securities. Neither this document nor anything in it will form the basis of any contract or commitment. Nothing in this document constitutes investment, legal, tax, accounting or other advice. The recipient should consider its own financial situation, objectives and needs and conduct its own independent investigation and assessment of the contents of this document, including obtaining investment, legal, tax, accounting and other such other advice as it considers necessary or appropriate. Financial data
All dollar values are in Australian dollars ($ or A$). Any financial data in this presentation is unaudited. Past performance
The operating and historical 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 PHL or PIML’s views on Propertylink’s future performance or condition. You should note that past performance of Propertylink is not and cannot be relied upon as an indicator of (and provides no guidance as to) future Propertylink performance. Future performance
This document may contain forward-looking statements, forecasts, estimates and projections (“Forward Statements”). Forward Statements can be identified by the use of forward-looking terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”, “expects”, “predicts”, “intends”, “plans”, “goals”, “targets”, “aims”, “outlook”, “guidance”, “forecasts”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. These Forward Statements include all matters that are not historical facts, including statements about Propertylink’s growth strategy, statements about industry and regulatory trends and prospective financial information. Forward Statements, including projections, guidance on future operations, earnings and estimates (if any), are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This presentation contains statements that are subject to risk factors associated with Propertylink’s industry. Many factors, including developments and risks beyond Propertylink’s control, could cause Propertylink’s actual results to differ materially from those expressed or implied by these forward looking statements. Propertylink disclaims all responsibility and liability for these forward-looking statements (including, without limitation, liability for negligence). No member of Propertylink, its related bodies corporate and other affiliates, and its, officers, employees, consultants and agents (“Entities”) or any independent third party has reviewed the reasonableness of any Forward Statements. No member of Propertylink or the Entities represents, warrants or assures that any Forward Statements will be achieved or will prove to be correct. In particular, but without limitation, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. Actual operations, results, performance or achievement may vary materially from any projections and Forward Statements and the assumptions on which those statements are based. Any Forward Statements in this presentation speak only as of the date of this presentation. Subject to any continuing obligations under applicable law, Propertylink disclaims any obligation or undertaking to provide any updates or revisions to any Forward Statements in this presentation to reflect any change in expectations in relation to any Forward Statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in this presentation will under any circumstances create an implication that there has been no change in the affairs of Propertylink, or the Entities since the date of this presentation. No liability
This document has been prepared on the basis of information available to PHL. PHL has not verified that information and has relied upon and assumed its accuracy and completeness. This document contains selected information and does not purport to contain all of the information that may be relevant to the Purpose. The recipient acknowledges that circumstances may change and this document may become outdated as a result. PHL accepts no obligation to update or correct this document. Except as required by law, Propertylink does not make any representation or warranty as to the accuracy, completeness, timeliness, fairness or reliability of this document. To the maximum extent permitted by law, no member of Propertylink accepts any liability (including without limitation, any liability arising from fault or negligence on the part of any of them) for any loss whatsoever arising from any use of this document or otherwise arising in connection with it. Acknowledgement and representation and warranty By reviewing the information contained in the presentation, you are deemed to have represented and agreed that (i) you understand the contents of this notice and that you agree to abide by its terms and conditions; and and (ii) that (A) (x) you are located outside the United States, you are not, and are not acting for the account or benefit of, a U.S. person within the definition set out in Regulation S under the Securities Act and you are permitted under the laws of your jurisdiction to receive this presentation or (y) you are located in the United States and are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) and (B) you are not, and you are not acting on behalf of, a “Benefit Plan Investor” as defined in the Employee Retirement Income Security Act of 1974, as amended. and, in each case, acknowledge and agree that you will not keep this document after the presentation ends (and correspondingly, will not forward or deliver the presentation, electronically or otherwise, to any other person which would be a breach of this agreement and, potentially, the securities laws of certain jurisdictions, including those of the United States). If you are not a person that meets the foregoing descriptions, you may not read or consider this document or attend the presentation. Please return the presentation immediately to Propertylink and excuse yourself from this presentation. In order to ensure that the foregoing restrictions can be monitored and maintained and that the Propertylink securities are not held by or for the account or benefit of any US Person who is not both a QIB and a QP, ASX Settlement has (a) classified the securities as ‘Foreign Ownership Restrictions’ financial products under the ASX Settlement Operating Rules and included the securities in Schedule 1 of the ASX Settlement Operating Rules; and (b) implemented certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (‘Financial Products subject to Foreign Ownership Restrictions’) in relation to the securities. The distribution of this presentation outside Australia may be restricted by law. Persons who come into possession of this presentation who are not in Australia should seek professional advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
==> picture [96 x 28] intentionally omitted <==
26
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS