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CENTURIA INDUSTRIAL REIT Proxy Solicitation & Information Statement 2015

Apr 27, 2015

64654_rns_2015-04-27_a8a895e9-a335-4da3-9225-ecde982342c9.pdf

Proxy Solicitation & Information Statement

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28 April 2015

The Manager Company Notices Section ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Australian Industrial REIT – Dispatch of correspondence by Fife Capital to unitholders

Please find attached a copy of correspondence which has been issued and dispatched by Fife Capital Group Pty Limited ACN143 697 572 to Australian Industrial REIT (ASX:ANI) unitholders today.

Yours faithfully Fife Capital Funds Limited as responsible entity for the Australian Industrial REIT

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Keir Barnes Company Secretary


Fife Capital Funds Limited (ACN 130 077 735) (AFSL 438693) as responsible entity for Australian Industrial REIT (ARSN 165 651 301)

Level 12, 89 York Street, Sydney NSW 2000 Telephone +612 9251 2777 Facsimile +612 9251 2877

FIFE CAPITAL

28 April 2015

Dear Unitholder,

I am writing to you to set out why I believe that Fife Capital offers a stronger asset management platform, superior industrial property expertise and better long-term growth prospects for Australian Industrial REIT ( ANI or the Fund ) than can be delivered by 360 Capital.

The proposals to gain control of your Fund are described in a Bidder’s Statement and a number of supplementary Bidder’s Statements you would have received from 360 Capital Industrial Fund ( TIX ) to take over your Fund, and a Notice of Meeting put by 360 Capital Group ( 360 Capital ) to replace Fife Capital Funds Limited, the responsible entity of your Fund, with a 360 Capital entity.

The first thing that you should bear in mind is the response of your Fund’s board. The independent board committee (IBC) of ANI led by Independent Chairman Rod Pearse, unanimously recommend that ANI unitholders reject the updated TIX offer to acquire all of the units in ANI ( Updated Offer ). This conclusion is detailed in the Second Supplementary Target’s Statement where the IBC has concluded that the Updated Offer fails to deliver compelling value for ANI unitholders. This position is supported by the Independent Expert, KPMG Corporate Finance, who opines that the Updated Offer is neither fair nor reasonable.

I believe there are three potentially significant and detrimental consequences for you of the TIX proposal succeeding:

  • your Fund’s quality industrial real estate assets would be mixed with assets that I believe are inferior;

  • the management of your Fund’s assets would most likely be outsourced and not managed in the hands-on, practical and responsible way that is the Fife Capital approach; and

  • your Fund would no longer benefit from the built-to-suit development opportunities afforded by Fife Capital’s approach to long-term organic growth.

To avoid these consequences and prevent 360 Capital gaining control of your Fund it is important that you vote against the resolutions being put to ANI unitholders by 360 Capital. You can do this by returning the proxy form attached to this letter.

Reduced Asset Quality

With regards to the Updated Offer for ANI, I do not consider that the properties that your assets would be combined with are of the same high quality as your Fund’s assets. We have looked at TIX assets against ANI’s investment criteria, and we believe the majority of TIX’s assets do not meet your Fund’s investment criteria on a number of grounds: location, tenant quality, technical and operational obsolescence and environmental considerations. If your Fund’s assets were combined with TIX’s, I believe your investment would be weaker in terms of asset quality.

Fife Capital Group Pty Limited ACN 143 697 572 Level 12, 89 York Street, Sydney NSW 2000 Telephone +612 9251 2777 Facsimile +612 9251 2877

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FIFE CAPITAL

Reduced Management Engagement

ANI has been built as a natural extension of the way my family has been investing for over 50 years. We think first and foremost as an owner of real estate, not as a manager of a fund. This distinction is evident in the way we do things. If we have a problem, we fix it, be it a building vacancy or a leaking tap. We don’t outsource our relationship with our tenants, we do it ourselves. This creates a trusted and comprehensive relationship with the people who occupy our buildings. From my perspective, this is simply being proprietorial and responsible, and meeting what I would anticipate are your expectations of us. By way of contrast, day-to-day management of the TIX properties is outsourced to third parties.

Reduced Prospects for Organic Growth

The business of creating investments is a complex one. From its inception, we have sought to shield ANI from the elevated risks associated with property development, but still allow ANI investors to enjoy the benefits that come from the organic growth of their portfolio. Built-to-suit development opportunities benefit ANI investors by providing new industrial buildings with lower near term capital expenditure, via an off-market transaction with timing suitable for ANI, generally with a preferred lease structure and lower transaction costs. We remain committed to providing ANI with built-to-suit development opportunities that meet ANI’s investment criteria, like the recent project at Erskine Park in Sydney, NSW.

If the proposals by TIX or 360 Capital are adopted by ANI investors, you may not have access to the substantial pipeline of new investments meeting ANI’s investment criteria identified or being undertaken by Fife Capital. You would become dependent on unrelated third parties to deliver assets. The TIX proposal refers to a relationship it has with an unrelated third party developer as its source of new projects. I am not aware of this relationship delivering TIX any new development assets since it was announced and it is unclear to me whether it will deliver TIX any new assets up to the expiry of the arrangement in June 2017.

Please don’t be led into believing the TIX or 360 Capital proposals are a “like for like” match, they are not. I strongly believe that you have better assets, better prospects for organic growth, and a more recognised and sustainable property and asset management approach with the present ANI arrangements.

I hope that you return the attached proxy form that we have prepared in response to the Notice of Meeting issued by 360 Capital indicating your support for Fife Capital as the manager of your Fund.

Kind regards

Allan Fife Managing Director Fife Capital Group Pty Limited

Fife Capital Group Pty Limited ACN 143 697 572 Level 12, 89 York Street, Sydney NSW 2000 Telephone +612 9251 2777 Facsimile +612 9251 2877

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