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CHARTER HALL GROUP — Capital/Financing Update 2009
May 26, 2009
64645_rns_2009-05-26_940f60b9-de12-4501-8191-73100ebcba65.pdf
Capital/Financing Update
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Charter Hall Group Strategic Investment & Equity Raising 27 May 2009
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Important Notices
This document has been prepared by Charter Hall Funds Management Limited ("CHFML") as responsible entity for Charter Hall Property Trust and Charter Hall Limited (together, "Charter Hall Group“ or “CHC”).
The document is in relation to an "Entitlement Offer" of new stapled securities of Charter Hall Group ("Securities") to be made to:
-
eligible institutional securityholders of Charter Hall Group ("Institutional Entitlement Offer"); and
-
eligible retail securityholders of Charter Hall Group ("Retail Entitlement Offer"),
under sections 708AA and 1012DAA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the "Entitlement Offer"), and a placement to the Gandel Group (“Gandel”) (together with the Entitlement Offer, the "Offer").
By accepting, accessing or reviewing this document, or attending any associated presentation or briefing, you agree to be bound by the following conditions.
This document is not a prospectus, disclosure document or offering document under Australian law or under any other law. It is for information purposes only. The retail offer booklet for the Retail Entitlement Offer will be 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 whether to apply under that offer. Anyone who wants to apply for Securities under the Retail Entitlement Offer will need to apply in accordance with the instructions on the Entitlement and Acceptance Form which will accompany the retail offer booklet.
This document does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in the Charter Hall Group nor does it contain all the information which would be required in a product disclosure statement or prospectus prepared in accordance with the requirements of the Corporations Act 2001 . Statements in this document are made only as of the date of this document unless otherwise stated and the information in this document remains subject to change without notice. Charter Hall Group is not responsible for providing updated information to any prospective investors.
All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information included in this document does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. This presentation contains certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Any forecast or other forward looking statement contained in this presentation is subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. While due care and attention have been used in the preparation of forecast information, such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the issuer, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You are cautioned not to place undue reliance on forward looking statements.
This document does not and will not form part of any contract for the acquisition of Securities in Charter Hall Group. It does not constitute an invitation to apply for Securities under the Offer and does not contain any application form for the Offer.
Charter Hall Group reserves the right to withdraw, or vary the timetable for, the Offer.
No representation or warranty is or will be made by any person, including Charter Hall Group or its respective officers, directors, employees, advisers and agents (collectively, the Beneficiaries) in relation to the accuracy or completeness of all or part of this document, or any constituent or associated presentation, information or material (collectively, the Information), or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, the Information or any part of it. To the maximum extent permitted by law, the Beneficiaries disclaim any liability (including, without limitation any liability arising from fault or negligence), for any loss arising from any use of or reliance upon all or any part of the Information or otherwise arising in connection with it or for any action taken by the recipients of the Information on the basis of such Information. The Information includes information derived from third party sources that has not been independently verified.
No person other than Charter Hall Group is authorised to give any information or make any representation in connection with the Offer which is not contained in this document. Any information or representation not so contained may not be relied upon as being authorised by Charter Hall Group or any person associated with it in connection with the Offer. Nothing contained in the Information constitutes investment, legal, tax or other advice. The Information does not take into account the investment objectives, financial situation or particular needs of any recipient. Before making an investment decision, each recipient of the Information should make its own assessment and take independent professional advice in relation to the Information and any action taken on the basis of the Information. Further, the Charter Hall Group advises that it is not licensed to provide financial product advice in relation to the Securities. Cooling-off rights do not apply to an investment in any Securities under the Offer. The recipient cannot withdraw an application once it has been accepted.
Nothing in this document should be considered as a solicitation, offer or invitation in any place where, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register the Securities, or otherwise permit a public offering of Securities, in any jurisdiction outside of Australia. The distribution of this document outside Australia may be restricted by law. Persons who come into possession of the Information who are not in Australia should seek independent advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any “U.S. person” (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person. The securities in the proposed offering have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. Charter Hall Group 2 For details of specific selling restrictions relating to jurisdictions other than Australia, refer to slides 42-46. This information is provided as a general guide only. Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Agenda
1. Overview
2. Details of Offer
3. Transaction Impact
4. Strategic Investments
5. Capital Management
6. Key Investment Risks
7. Summary
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Section one
Overview
275 George Street, Brisbane Qld
(Jointly owned by CHOF4 and CPOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Transaction Overview
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Gandel Group (“Gandel”) to make a strategic investment of up to $82 million in Charter Hall Group (“CHC”) and its managed funds
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An investment of up to $37 million in CHC, equating to a holding of up to 15% post equity raising
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Agreement to acquire $30 million of CHC existing co-investment in the unlisted Core Plus Office Fund (“CPOF”)
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$15 million commitment to a new CHC-managed unlisted fund initiative (Special Situations Fund, or “SSF”)
-
CHC is undertaking a fully underwritten accelerated non-renounceable entitlement offer and placement (together the “Offer”) to raise $73 million[1]
-
Placement of $24 million to Gandel and a 2 for 7 entitlement offer
-
CHC continues its ongoing capital management initiatives
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Recently announced refinanced Core Plus funds debt facilities
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Asset sales in managed funds
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The proceeds to CHC of $103 million from the investment by Gandel and the Offer (together the “Transaction”) provides financial flexibility
-
Used to repay all existing CHC balance sheet debt and reduce gearing to nil
-
Reducing look-through pro-forma gearing to 34% (all managed fund debt has no recourse to investors, including CHC)
NOTES:
- See slide 11 for more detail on offer structure and size of equity raising
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Charter Hall Group Strategic Investment & Equity Raising
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Transaction Overview
| Investment | Total | CHC Investors | Gandel | ||||||
| Placement | $24m | - | $24m | ||||||
| Entitlement1 | $49m | $49m2 | $13m underwrite2 | ||||||
| Total equity raising | $73m | $49m | $37m | ||||||
| CPOF unit sale | $30m | - | $30m | ||||||
| SSF commitment | $15m | - | $15m | ||||||
| Total funds | $118m | $49m | $82m | ||||||
NOTES:
-
Entitlement of $49 million of which the institutional component of $29 million and the retail component of $20 million are fully underwritten
-
Gandel does not participate in entitlement issue but underwrites approximately $13 million of the retail component of this entitlement issue. CHC has undertaken to use its reasonable endeavours to ensure that Gandel is able to achieve a holding of 15% of the enlarged CHC security base following the Offer
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Charter Hall Group Strategic Investment & Equity Raising
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Why Invest in CHC?
� High quality property platform
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Property specialist with strong skills in property ownership, development and management
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One of the largest Core-Plus and Opportunistic wholesale fund mangers in Australia
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Proactive agile approach to current conditions – for example the proposed launch of the SSF
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Simple business model
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- Domestic focus
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Conventional debt facilities in managed funds with no cross guarantees or recourse to investors, including CHC
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– Recurring revenue streams
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No on-balance sheet development activity
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The Transaction proceeds will repay CHC’s balance sheet debt and provide the flexibility to meet contributions to reduce managed fund leverage, if required
-
Active capital management strategies across managed funds
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Refinanced Core Plus funds debt facilities
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- Debt service aided by underlying rental growth with strong tenant covenants and very limited near term lease expiries
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The Offer provides exposure to a high quality property portfolio at a substantial discount to NTA[1] (56%)
-
WALE[2] of 8.3 yrs with strong tenant covenants
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Weighted average fixed rental increases of 3.7% per annum
NOTES:
-
Net Tangible Assets per security, see slide 31 for more detail
-
Weighted Average Lease Term
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Charter Hall Group Strategic Investment & Equity Raising
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Secure Income and Long Leases
CHC Investment Portfolio
Top 10 tenants (by income)[1]
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Bunnings 9.5%
Coles 7.2%
Telstra 6.1%
Westpac/St George 6.0%
C'w ealth Government 3.5%
Woolw orths 3.4%
AMEX 3.3%
Harvey Norman 3.2%
Mercer 2.1%
K&S 2.1%
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Lease expiry profile (by income)[1]
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Current 1.7%
FY09 (remaining) 1.9%
FY10 5.3%
FY11 5.0%
FY12 4.5%
FY13 5.5%
FY14 8.4%
FY15 3.4%
FY16 7.0%
FY17 5.9%
FY18 8.3%
FY19 18.7%
FY20 5.9%
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Weighted Average Fixed Rental Growth pa[1]
WALEs (by income)[1]
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CPOF 4.17%
CPIF 3.04%
CPRF 3.43%
DPF 3.51%
CHUF 3.58%
2
CHC 3.73%
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CPOF 7.7yrs
CPIF 11.1yrs
CPRF 8.8yrs
DPF 7.3yrs CPOF – Core Plus Office Fund
CPIF – Core Plus Industrial Fund
CHUF 8.7yrs CPRF – Core Plus Retail Fund
DPF – Diversified Property Fund
CHC2 8.3yrs CHUF – Charter Hall Umbrella Fund
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NOTES:
- As at 31 March 09 Charter Hall Group 2. CHC’s metrics are a weighted average of its investments in the underlying managed funds. See slide 33 for investment balances Strategic Investment & Equity Raising
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Gandel Group
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National Australia Bank introduced Gandel to CHC as a potential investor given the mutual benefits of a strategic investment[1]
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Gandel is a diversified institutional investment group and property owner
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17% of the listed Colonial Retail Trust (ASX code: CFX)
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50% ownership of Chadstone and Northlands shopping centres in Victoria
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Long term institutional reputation in property markets
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Gandel to make a strategic investment in the Charter Hall Group
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Investment of up to 15% in CHC post equity raising
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A Gandel representative will be invited to join the CHC Board
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Diversifies Charter Hall skill base, tenant and banking relationships
NOTES:
- In the course of normal business CHC considers acquisition and divestment opportunities. Other than this Transaction, there are no discussions presently being undertaken in relation to any other such opportunities that warrant disclosure and CHC is not involved in providing opportunities for due diligence to any party other than the asset sales referred to the asset sales on slide 23
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Charter Hall Group
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
9
Atrium, Pyrmont NSW (Owned by CPOF)
Offer Structure
-
The Offer of $73 million comprises the following components:
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Private placement to Gandel of $24 million at $0.33 per security
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Fully underwritten accelerated non-renounceable 2 for 7 entitlement offer to raise $49 million
- $13 million underwritten by Gandel[1]
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New securities will rank equally with existing securities
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Entitled to receive the full 2H09 distribution
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Reconfirm 2H09 DPS guidance of 1 cent per security
NOTES:
- CHC has undertaken to use its reasonable endeavours to ensure that Gandel is able to achieve a holding of 15% of the enlarged CHC security base following the Offer
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Charter Hall Group Strategic Investment & Equity Raising
11
Offer Metrics
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Issue Price Discounts
56%
Discount
15%
10%
Discount
Discount
$0.75
$0.39 $0.37
$0.33
1 2 2,3
Pro-forma NTA 5-day VWAP TERP on last closing price Issue Price
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NOTES:
-
Refer to slide 31 for further detail on NTA
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Calculated as at last close 26 May 2009
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Theoretical Ex-Rights Price (TERP) assumes Offer raising is fully subscribed, but excludes placement securities
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Offer Timetable
| Event1 | Date |
|---|---|
| Institutional Offer opens | 10.30am (AEST), 27 May 2009 |
| Institutional Offer closes | 6.00pm (AEST), 27 May 2009 |
| Institutional allocations advised and trading resumes | 28 May 2009 |
| Record Date for determining Entitlements for the Entitlement Offer | 7.00pm (AEST), 1 June 2009 |
| Retail Entitlement Offer opens | 3 June 2009 |
| Early Acceptance Date for the Retail Entitlement Offer | 5.00pm (AEST), 10 June 2009 |
| Settlement of Institutional Offer and Early Acceptances for Retail Entitlement Offer | 11 June 2009 |
| Allotment for Institutional Offer and Early Acceptances for Retail Entitlement Offer | 12 June 2009 |
| Trading commences for new securities allotted under Institutional Offer and Early | 12 June 2009 |
| Acceptances for Retail Entitlement Offer | |
| Retail Entitlement Offer closes | 5.00pm (AEST), 18 June 2009 |
| Final retail allotment | 29 June 2009 |
| Trading commences for new securities allotted in the final retail allotment | 30 June 2009 |
NOTES:
- The timetable above is subject to variation CHC (in conjunction with the underwriters) reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and other applicable laws
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Charter Hall Group Strategic Investment & Equity Raising
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Section three
Transaction Impact
275 George Street, Brisbane Qld
(Jointly owned by CHOF4 and CPOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Gearing
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CHC balance sheet pro-forma gearing[1] reduced from 9.9% to nil
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Intention to minimise gearing against co-investments going forward
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Look-through pro-forma gearing[2] reducing to 34.1%
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Managed fund debt facilities are stand alone with no recourse to, or guarantee from, CHC
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Look-through Gearing Sensitivities
2.0%
48.6% 46.6%
34.1% 35.8% 37.6%
3
31-Dec-08 Adjustments Pro-forma Pre Pro-forma Post 5% Fall in Property 10% Fall in Property
Transaction Transaction Values Values
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NOTES:
-
Gearing is calculated as debt net of cash divided by assets net of cash
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Look-through gearing calculated by incorporating CHC’s proportional share of assets and debt of the funds in which it co-invests
-
Adjustments incorporate assets sales only where contracts have been exchanged (ie. not future targeted asset sales), refer to slide 31 for complete adjustment details Charter Hall Group
Strategic Investment & Equity Raising
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NTA
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Pro-forma Net Tangible Assets per security (NTA) of $0.75
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� Total pro-forma Net Tangible Assets of $516 million
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NTA Sensitivities
$0.12
$1.09
$0.97
$0.75 $0.70
$0.64
31-Dec-08 Adjustments1 Pro-forma Pre Pro-forma Post 5% Fall in Property 10% Fall in Property
Transaction Transaction Values Values
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NOTES:
- Adjustments incorporate assets sales only where contracts have been exchanged (ie. not future targeted asset sales), refer to slide 31 for complete adjustment details Charter Hall Group
Strategic Investment & Equity Raising
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Underlying EPS
- Revised FY09 underlying EPS guidance of 7.75 cps[1 ] (pre-Transaction)
FY09 Underlying EPS
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Compared with previously provided guidance of 8.0 cps
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Pro-forma FY09 underlying EPS reduced to 5.70[2 ] cps (post-Transaction)
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Assumes full year impact of the Transaction
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Pro-forma calculation assumes securities on issue for entire year for comparison
-
Pro-forma earnings yield of 17.3% based on Offer price of $0.33
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7.75 cps
5.70 cps
PROFORMA
Pre-Transaction Post-Transaction
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NOTES:
-
EPS is based on underlying earnings derived by adjusting AIFRS NPAT for a number of abnormal and non-cash items. These items are primarily adjustments to investments held at fair value, loss on sale of investments, long term incentive expenses and a reversal of $3m (or 0.4 cps post equity raising) of performance fees accrued in FY08
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Does not incorporate any impacts of the launch of the proposed SSF
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Charter Hall Group
Strategic Investment & Equity Raising
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202 Pier Street, Perth WA (Owned by CHOF5)
Strategic Investments
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In addition to the participation in the Offer, Gandel will also invest in the Core Plus Office Fund and the proposed Special Situations Fund
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Agreement to acquire $30 million of CPOF units from CHC at 20% discount to 30 June 2009 NTA[1]
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CHC’s holding reduces from 23% to approximately 18%
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Cash proceeds to increase CHC’s financial flexibility
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$15 million new equity commitment to SSF
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Fund will target specific opportunities in office sector brought about by the current market environment
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Matches CHC’s proposed $15 million commitment
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Generates momentum for fund launch
Strategic Investment Summary
| Investment | Amount | Proceeds to CHC | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CHC | $37m | $37m | ||||||||
| CPOF | $30m | $30m | ||||||||
| SSF | $15m | - | ||||||||
| Total | $82m | $67m | ||||||||
NOTES:
- CHC will provide a performance guarantee that ensures Gandel will receive a minimum IRR of 12% on $30 million equity investment over 4 years
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Charter Hall Group Strategic Investment & Equity Raising
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400 Kent Street, Sydney NSW (Jointly owned by CHC and DPF)
Capital Management Initiatives
� Management remains committed to capital management for both CHC and the managed funds
CHC
Initiatives
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Minimise gearing of co-investments going forward
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Withstand further asset declines and fund future equity commitments (as necessary)
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Increase financial flexibility
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-
This Transaction
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Revised distribution policy
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– Asset/co-investment sales
Managed Funds
Initiatives
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Improve Loan-to-Value Ratio (LVR) headroom for future potential declines in asset values
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Targeting 40% gearing in Core-Plus funds
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Negotiation of extended terms for CHOF facilities (as required)
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Negotiation of new debt facility covenants
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– Asset sales – Raising new capital (potentially for CPOF)
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CHC Capital Management
Funding requirements
- CHC has the following equity commitments to managed funds:
| Fund | Total undrawn commitments | Allocated commitments1 | Remaining commitments |
|---|---|---|---|
| CPIF | $30.0m | - | $30.0m |
| CHOF4 | $1.0m | $1.0m | - |
| CHOF5 | $27.0m | $10.0m | $17.0m |
| SSF2 | $15.0m | - | $15.0m |
| Total | $73.0m | $11.0m | $62.0m |
- CHOF commitments reduced by capital returns from completed projects[3]
Funding sources
-
Cash balance of $46 million and undrawn debt facility
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Asset/co-investment sales
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Retention of earnings
NOTES:
-
Allocated commitments represent undrawn equity commitments for identified projects/acquisitions
-
CHC is targeting minimum equity raising for SSF of $100 million. CHC will commit to 10% of SSF equity raised with cap of $15 million
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Historically this results in maximum net drawn position of ~65-70% of outstanding commitments Charter Hall Group
Strategic Investment & Equity Raising
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Managed Funds Capital Management
- CHC is pursuing the following capital management initiatives for the managed investment funds to achieve increased LVR headroom capacity
| Fund | Renegotiate | facility | covenants | Asset sales | Potential new equity raising |
|---|---|---|---|---|---|
| CPOF | ✓ | ✓ | ✓ | ||
| CPIF | ✓ | ||||
| CPRF | ✓ | ✓ | |||
| DPF | ✓ | ✓ | ✓ | ||
- The table below provides an update on the asset sales in CPOF, CPRF and DPF
| Contracts | |||||
|---|---|---|---|---|---|
| Fund | Total targeted sales | Exchanged and | Terms Agreed1 | ||
| Announced | |||||
| CPOF | 20% of assets (~$300m) | Nil | $65.0m | ||
| CPRF | 20%+ of assets (~$80m+) | $41.8m | $47.5m | ||
| DPF | 20% of assets (~$50m) | $4.2m | $18.5m |
NOTES:
- Subject to due diligence and documentation, there is no certainty that these asset sales will proceed or settle Note that the analysis on capital management in this presentation includes asset sales for which have been exchanged and excludes transactions for which terms have been agreed but not executed
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Investment Fund Debt Summary
-
As announced, CHC has re-negotiated covenants and term for a number of debt facilities in Core Plus funds
-
Analysis at right is based on investment fund facilities only and excludes construction and acquisition facilities
| DEBT FACILITY | CHC | CPOF | CPRF | CPIF | DPF | |
|---|---|---|---|---|---|---|
| Assets ($m)1 | 499 | 1,347 | 381 | 358 | 232 | |
| Net debt drawn ($m) | - | 656 | 160 | 134 | 141 | |
| W. Avg Facility duration (yrs) | 2.3 | 2.9 | 2.3 | 2.7 | 2.7 | |
| LOAN TO VALUE RATIO2 | ||||||
| W. Avg LVR | N/A | 49% | 42% | 37% | 61% | |
| W. Avg LVR covenant2 | 25% | 57% | 60% | 61% | 65% | |
| W. Avg LVR headroom3 | N/A | 14% | 29% | 31% | 6% | |
W. Avg = Weighted Average
For further detail see Appendix A2
NOTES:
-
Asset balance shown net of cash
-
Property LVR covenants shown for all facilities except CHC’s which is a total liabilities to total assets covenant
-
Headroom percentage calculated as the percentage by which asset values can fall before breaching LVR covenants
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Debt Facility Expiries
� No significant maturities until 2HFY11
Pro-forma debt expiry profile by fund (based on drawn amounts)[1]
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$600m
DPF
$500m CPIF
$460m
$421m
CPRF
$400m
CPOF
$300m
$200m
$133m
$100m
$60m
$16m
$0m
2HFY09 1HFY10 2HFY10 1HFY11 2HFY11 1HFY12 2HFY12 1HFY13
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NOTES:
- Excludes construction and acquisition facilities
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Charter Hall Group Strategic Investment & Equity Raising
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ONE30 Stirling Street, Perth WA (Owned by CPOF)
Key Investment Risks
� CHC specific risks
-
Investments in managed funds
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Equity commitments from CHC’s co-investments in its managed funds
-
Debt renewals, refinancing and access to funding generally
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Reliance on third party equity for funds
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Change in value of properties
-
Property related risks
-
Illiquid investments
� A-REIT specific risks
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Availability of capital
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Impact of interest rates
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Economic environment
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Regulatory issues and change in law
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ASX market volatility
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Taxation
� See Appendix B for further details on these and other investment risks
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
53 Berry Street, North Sydney NSW (Owned by DPF)
Summary
-
The Transaction will put CHC in a strong position
-
- CHC’s balance sheet pro-forma gearing reduced to nil
-
Pro-forma look-through gearing reduced to 34%[1] (no managed fund debt has recourse to investors, including CHC)
-
Increasing available liquidity to provide additional buffer to any further decline in asset values
-
Increasing CHC’s financial flexibility
-
Gandel’s investment provides CHC with access to capital and strategic benefits
-
CHC remains committed to pro-active capital management
-
Refinanced most investment fund debt facilities resulting in no significant maturities before 2[nd] half FY11[2]
-
Strategic asset disposal programs underway in managed funds[3]
-
Positions CHC for the future as one of Australia’s leading real estate fund managers
NOTES:
-
Refer to slide 15 for more detail and gearing definitions
-
Excludes construction and land acquisition facilities
-
For more detail in relation to asset sales, see slide 23
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Hatch Building, Perth WA (Owned by CPOF)
Appendix A1 - CHC Balance Sheet
| ACTUAL | ADJUSTMENTS | PROFORMA | PROFORMA | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 31 DECEMBER | PRE- | POST | ||||||||
| 2008 | TRANSACTION | TRANSACTION | ||||||||
| Direct property | 41.0 | (41.0) | 1 | 0.0 | 0.0 | |||||
| Indirect property investments | 467.7 | (12.5) | 2 | 455.2 | 415.8 | |||||
| CIP | 42.6 | (15.0) | 3 | 27.6 | 27.6 | |||||
| Other investments | 20.6 | 0.0 | 20.6 | 20.6 | ||||||
| Receivables and other assets | 35.0 | 0.0 | 35.0 | 35.0 | ||||||
| Cash | 2.7 | 2.3 | 4 | 5.0 | 46.2 | |||||
| Total assets | 609.6 | (66.2) | 543.4 | 545.2 | ||||||
| Borrowings | 69.0 | (10.5) | 4 | 58.5 | 0.0 | |||||
| Other liabilities | 52.9 | (24.1) | 5 | 28.8 | 28.8 | |||||
| Net assets | 487.7 | (31.6) | 456.1 | 516.4 | ||||||
| Securities on issue (AIFRS) | 446.5 | 21.7 | 6 | 468.2 | 689.2 | |||||
| NTA ($) | 1.09 | 0.97 | 0.75 | |||||||
| Gearing | 10.9% | 9.9% | Nil | |||||||
| Look-through gearing | 48.6% | 46.6% | 34.1% |
NOTES:
-
Sale of Chullora from CHC to CPIF and transfer of Mentone from CHC to CPRF
-
Devaluations of property assets in CPOF, CPIF, CPRF & DPF as at 31 March 2009 sale of investment in Axiom Charter Hall Group
-
Independent estimate of impairment to CIP as at 31 March 2009 Strategic Investment & Equity Raising
-
Adjustments to cash and debt to reflect pro-forma cash and debt balance 5. Transfer of Mentone from CHC to CPRF
-
Securities issued following natural DRP take up in February 2009
31
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Appendix A2 - Debt Facility Summary
| FACILITY | ASSET VALUES ($M) |
DRAWN DEBT ($M)1 |
MATURITY | CURRENT LVR2 | LVR COVENANT |
HEAD ROOM %3 |
||
|---|---|---|---|---|---|---|---|---|
| CHC | NOTES: | |||||||
| Group Facility | 499 | 0 | Jul-11 | 0% | 25% | N/A | 1. | Drawn debt shown net of cash. Cash balance at fund level used to reduce |
| CPOF | various debt facilities. | |||||||
| 8 Asset Portfolio Facility1 | 719 | 360 | Jul-12 | 50% | 60% | 17% | 2. | Property LVR covenants shown for all facilities except CHC group facility |
| Monash University, Melbourne | 69 | 34 | Dec-11 | 50% | 60% | 7% | which is a total liabilities to total | |
| assets covenant. | ||||||||
| 144 & ONE30 Stirling Street, Perth | 109 | 60 | Mar-12 | 55% | 60% | 7% | 3. | Headroom % calculated as the |
| King William St & Pirie St, Adelaide | 37 | 21 | Sep-11 | 56% | 60% | 6% | percentage by which asset values can fall before breaching LVR covenants. |
|
| Northbank Plaza, Brisbane | 200 | 89 | Aug-11 | 45% | 50% | 11% | ||
| St George Bank, Kogarah | 129 | 54 | Sep-11 | 42% | 50% | 17% | ||
| 570 Bourke Street, Melbourne | 79 | 39 | Jun-11 | 49% | 55% | 11% | ||
| Other assets | 5 | |||||||
| Total CPOF | 1,347 | 656 | 2.9yrs | 49% | 57% | 14% | ||
| CPRF | ||||||||
| 14 Asset Portfolio Facility | 381 | 160 | Jul-11 | 42% | 60% | 29% | ||
| CPIF | ||||||||
| 11 Asset Portfolio Facility | 203 | 54 | Jul-12 | 27% | 60% | 40% | ||
| Coles, Perth (75%) | 134 | 71 | Jun-11 | 53% | 65% | 18% | ||
| 130-138 Link Road, Melbourne | 17 | 9 | Oct-11 | 50% | 55% | 9% | ||
| Other assets | 4 | |||||||
| Total CPIF | 358 | 134 | 2.7yrs | 37% | 61% | 31% | ||
| DPF | ||||||||
| 4 Asset Portfolio Facility (NAB) | 88 | 55 | Oct-11 | 63% | 65% | 4% | ||
| Coles, Perth (25%) | 45 | 24 | Jun-11 | 53% | 65% | 18% | ||
| 6 Single Asset Facilities (AXA) | 99 | 62 | Various | 63% | 65% | 3% | ||
| Charter Hall Group Strategic Investment & Equity Raising 232 Total DPF 1 Other assets |
141 | 2.7yrs | 61% | 65% | 6% | 32 | ||
| NOT FOR DISTRIBUTION OR RELEASE IN THE | UNITED STATES OR TO U.S. PERSONS |
Headroom % calculated as the percentage by which asset values can fall before breaching LVR covenants.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Appendix A3 - CHC Investment Portfolio
Weighted average market cap rates and pro-forma equity investment balances (as at 31 March)[1]
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----- Start of picture text -----
CPOF $181.3m 7.12%
CPIF $55.7m 7.62%
CPRF $141.9m 7.47%
DPF $23.4m 7.81%
CHUF $52.9m 7.43%
CHC $455.2m 7.36%
----- End of picture text -----
NOTES:
- Based on directors and independent valuations reflected by unit prices in the managed funds
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
399 Royal Parade, Parkville Vic (Owned by CPOF)
Key Investment Risks
� Outline
- This section summarises some of the key risks that may affect the future performance of an investment in CHC. This is not an exhaustive list of the relevant risks. If any of the following risks materialise CHC’s business, financial condition and operational results are likely to suffer. You should also consider consulting your financial or legal adviser so as to ensure you understand fully the terms of this Offer and the inherent risks.
�
General Risks affecting CHC
-
Economic Environment : If the Australian economy experiences a prolonged economic downturn, this could have an adverse impact on CHC’s earnings. Aspects of the business that could be affected include reduced rental income as a result of increased vacancy rates, lower rents and tenant defaults; higher lease incentives; lower development margins; lower funds management and performance fees; potential defaults on mortgage loans; lower inflows into our managed funds or other adverse consequences. Other economic factors that could also affect CHC’s business include unemployment, inflation, monetary policy, regulatory change, consumer spending, business investment, taxation and the state of capital markets in general.
-
Interest Rates : Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact CHC’s earnings. CHC’s asset values may also be affected by any impact that rising interest rates may have on property markets in which CHC operates. In addition, if official interest rates are further reduced, that may have the effect of increasing CHC’s liabilities relating to its fixed interest rate contracts, which will also impact on CHC’s AIFRS profit.
-
Availability Of Capital : The real estate investment and development industry is highly capital-intensive. The ability of CHC to raise funds on favourable terms for future acquisitions, development activity, new and existing funds managed by CHC and refinancing depends on a number of factors including general economic, political, capital market conditions and the reputation, performance and financial strength of CHC’s business. The inability of CHC or funds managed by CHC to raise funds on favourable terms for future acquisitions, developments and refinancing could adversely affect CHC and/or its managed funds. In addition CHC has exposure to capital market risks for those assets that are stock market listed securities.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Key Investment Risks
� General Risks affecting CHC (continued)
-
ASX Market Volatility : The ASX price of CHC securities will fluctuate due to various factors including general movements in interest rates, the Australian and international investment markets, international economic conditions, global geo-political events and hostilities, investor perceptions and other factors that may affect CHC’s financial performance and position. More particularly, the continuing adverse consequences of the current economic and financial crisis may further depress the market price of CHC’s securities and assets.
-
Human Resources : The loss of key management personnel who have particular expertise in property development, marketing or property investment may influence CHC’s future earnings.
-
Unemployment: Current economic conditions due to the global financial crisis mean there is a risk of unemployment levels rising over the coming months. If so, this could impose financial stresses on households, which could impact demand for residential dwellings and retail sales.
-
Competition : CHC faces competition in the markets in which it operates. Competition may lead to an oversupply through overdevelopment, or to prices for existing properties or services being impacted by competing bids.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Key Investment Risks
� Regulatory Issues and Changes in Law
-
Changes in Law : CHC is subject to the usual business risk that there may be changes in laws or government legislation, regulation and policy that reduce income or increase costs. This may adversely affect the future earnings, asset values and the market value of CHC securities quoted on ASX.
-
Taxation Implications : Future changes in taxation laws, including changes in interpretation or application of those laws by the course or taxation authorities, may affect taxation treatment of an investment in CHC’s securities, or the holdings and disposal of those securities. Tax considerations may differ between security holders, therefore, prospective investors are encouraged to seek professional tax advice in connection with any investment in securities.
-
Further, changes in tax law, or changes in the way tax law is, or is expected to be, interpreted in the various jurisdictions in which CHC operates, may impact the future tax liabilities of CHC. Those laws may also adversely affect the taxation treatment of entities in CHC and that may in turn adversely affect the value of CHC’s securities or distributions on those securities.
-
As CHC consists of two entities, a trust and a company, in a stapled arrangement, any changes in the tax laws specifically affecting staples, or changes to the administration of current laws which affect stapled arrangements or the characterisation of transactions between stapled entities, could adversely affect security holders’ interests.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Key Investment Risks
� Specific Risks
-
Investments In Managed Funds : CHC manages a number of funds on behalf of third party investors. These funds typically invest in propertyrelated assets and use debt to partially fund their investments. Many of the debt facilities within the funds have covenants related to the level of gearing and interest coverage to either asset or portfolios in the fund. To the extent that property values or income levels in a particular fund fall, there is a risk that the fund may breach a relevant covenant. CHC has exposure to its funds via co-investments it has made in the funds and loans it has made to the funds. To the extent that a fund breaches a covenant, there is a risk that the value of CHC’s exposure to that particular fund also falls. There are no cross default provisions across CHC’s managed funds, or as between CHC and its managed funds.
-
Gearing : The use of leverage may enhance returns and increase the number of assets that can be acquired, but it may also substantially increase the risk of loss. Use of leverage may adversely affect CHC when economic factors such as rising interest rates and/or margins, severe economic downturns, availability of credit or further deterioration in the condition of debt and equity markets occur. If an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of CHC’s equity component could be significantly reduced or even eliminated. Following the transaction, it is CHC’s intention to maintain a low level of gearing on balance sheet, with a significant majority CHC’s exposure to debt residing at the property level within each managed fund, where it is non-recourse to investors including CHC.
-
Debt Refinancing and Renewals : If the current illiquidity in global credit markets continues into the medium term, it is possible that the funds may encounter some difficulty refinancing some or all of these debt facilities. If this were to occur, this may necessitate asset sales.
-
Equity commitments resulting from CHC’s co-investment in its managed funds : As at the date of this Offer, CHC has future commitments of approximately $73 million relating to deferred equity investments in CHOF 4, CHOF 5 and CPIF, which will need to be funded in the event the equity is called. equity is called. Also included in this amount is CHC’s commitment of up to $15 million for a cornerstone investment in the CHCmanaged Special Situations Fund. In addition, if any of its managed funds seek to raise equity to increase their headroom to banking covenants, CHC will have the right but no obligation to subscribe for its pro-rata share of the equity raising (which varies depending on the fund).
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Key Investment Risks
� Specific Risks (continued)
-
Illiquid Property Markets : Property assets are by their nature illiquid investments. This may make it difficult to sell assets of CHC’s in the short term in response to changes in economic or other conditions.
-
Change In Value Of Properties : The value of properties and co-investments owned by CHC may fluctuate from time to time due to market and other conditions. CHC’s policy is to undertake external revaluations of all of the investment properties, both directly held and within its managed funds, on an annual basis, with approximately one quarter of the portfolio valued at the end of each quarter (March, June, September and December). Any fluctuation in the value of the properties as a result of changes in the property market will affect CHC’s gross asset value, its level of gearing, its net tangible asset backing per stapled security and its LVR position versus covenants within the managed funds. In addition, the change in value will be recorded in the profit and loss statement as an unrealised gain or loss, and while it does not impact on CHC’s underlying earnings or distributions, it does impact on CHC’s net profit after tax. In general, valuations represent only the analysis and opinion of qualified experts at a certain date – they are not guarantees of present or future values. The valuation of a property may be materially higher than the amount that can be obtained from the sale of a property in certain circumstances, such as under a distress or liquidation sale.
-
Property Related Risks : An investment in CHC is largely an investment in real estate and therefore may be adversely affected by changes to the underlying property, including: tenancy default or failure or delays in letting up premises and falls in rental and occupancy levels; capital expenditure requirements and increasing costs of plant equipment and labour and development and refurbishment risk; unforseen structural deterioration or failure; unforseen litigation with tenants; claims under legislation relating to indigenous occupants of land; native title claims; claims under environmental legislation; and changes in local, state and territory and federal legislation and regulations, particularly relating to planning.
-
Unforeseen Environmental Issues : Unforeseen environmental issues may affect any of CHC’s properties or property interests. These liabilities may be imposed irrespective of whether or not CHC is responsible for the circumstances to which they relate. CHC may also be required to remediate sites affected by environmental liabilities. The cost of remediation of sites could be substantial. In addition, if CHC is not able to remediate a site properly, this may adversely affect its ability to sell the relevant property or to use it as collateral for borrowings. Material expenditure may also be required to comply with new or more stringent environmental laws or regulations introduced in the future.
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Key Investment Risks
� Specific Risks (continued)
-
Fixed Nature of Costs : Many costs associated with property assets are fixed in nature. The value of assets may be adversely affected if the income from the asset declines while these fixed costs remain unchanged.
-
Capital expenditure : The risk of unforeseen capital expenditure requirements may impact returns to investors.
-
Reliance on third party equity and funds : As a fund manager, earnings (both current and future) of CHC include fees from the establishment and management of wholesale and other unlisted funds. The ability of CHC to continue to derive such income is dependent on the ability of CHC Limited to continue to source and maintain equity from new and existing institutional investors and high net worth individuals for current and future funds.
-
Financial forecasts : The risk that any of the assumptions used in preparing the financial forecasts pertaining to this investor presentation may not be achieved, such that the forecast distributions cannot be achieved.
-
Pipeline of Development Opportunities: The development activities of CHC and the ability of CHC to secure suitable opportunities for operations is dependent on the supply of appropriate property opportunities. A lack of supply of suitable opportunities or investor capital may affect the performance and growth of CHC Limited’s Funds Management Division and Development Division.
-
Insurance Risk : CHC and its managed funds maintain insurance coverage in respect of their properties and business. Some risks are not able to be insured at acceptable prices. Insurance coverage may not be sufficient and if there is an event causing loss it may be that not all losses will be recoverable.
-
Litigation And Disputes : Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of CHC’s assets.
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Sydney Wharf, Pyrmont NSW (Owned by PDP3)
Jurisdictions
�
United Kingdom
-
This document is only intended for distribution on a confidential basis to persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as Relevant Persons). Any investment or investment activity described in this document is available only to Relevant Persons and will be engaged in only with the Relevant Persons. The transmission of this document to any person in the UK other than a Relevant Person is unauthorised and may contravene the Financial Services and Markets Act 2000 (the FSMA). Neither this document nor any accompanying letter or other document has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the FSMA) has been published or is intended to be published in respect of the Securities. Accordingly, the Securities may not be offered or sold in the United Kingdom, except to persons which are qualified investors within the meaning of section 86(7) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by recipients to any other person. The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
�
United States
-
This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any “U.S. person” (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person.
-
The securities in the proposed offering have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.
-
By accepting this presentation you agree to be bound by the foregoing limitations.
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Jurisdictions
� Singapore
This document and any other materials in connection with the Entitlement Offer relating to Singapore have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of Securities may not be circulated or distributed, nor may 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 other than as described below and/or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act, Chapter 289 of Singapore (the SFA). This document does not constitute an advertisement of Securities in Singapore.
This document has been given to you on the basis that you fall within one of the categories of investors described below. In the event that you are not an investor falling within one the categories set out below, please return this document to CHC immediately. Please do not forward or circulate this document to any other person. The categories of investors are:
-
(i) Existing holders of the Securities
-
This Offer is made to existing holders of New Securities under the exemptions in Sections 273(1)(cd)(i) and 282X(3)(e)(i), collectively, of the SFA.
-
(ii) Institutional and other relevant investors
-
A separate offer is being made to institutional investors under Section 274 (in relation to the shares component of the Securities) and Section 282Y (in relation to the trust component of the Securities) of the SFA; and to relevant persons pursuant to Section 275 (in relation to the shares component of the Securities) and Section 282Z (in relation to the trust component of the Securities) of the SFA, in accordance with the conditions specified therein.
It should be noted that there are on-sale restrictions (set out in, among others, Sections 276 and 282ZA of the SFA) applicable to all investors who acquire securities pursuant to these exemptions. All such investors are advised to acquaint themselves with such provisions and comply with them accordingly. The offer is not made to you with a view to the Securities being subsequently offered for sale to any other party. In the event of any doubt as to your legal rights and obligations, please obtain appropriate professional advice.
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Jurisdictions
� Hong Kong
The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this document has not been, and will not be, registered as a 'prospectus‘ in Hong Kong under the Companies Ordinance (Cap 32) (the CO) nor has it been authorised by the Securities and Futures Commission (the SFC) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the SFO). Recipients are advised to exercise caution in relation to any offer of Securities by CHC. If recipients are in any doubt about any of the contents of this document, they should obtain independent professional advice. This document does not constitute an offer or invitation to the public in Hong Kong to acquire any Securities nor an advertisement of Securities in Hong Kong. This document must not be issued, circulated or distributed in Hong Kong other than:
-
(a) to 'professional investors' within the meaning of SFO and any rules made under that ordinance (Professional Investors); or
-
(b) in other circumstances which do not result in this information being a 'prospectus' as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO.
Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. Any offer of the Securities will be personal to the person to whom relevant offer documents are delivered by or on behalf of CHC, and a subscription for the Securities will only be accepted from such person. No person who has received a copy of this document may issue, circulate or distribute this document in Hong Kong or make or give a copy of this document to any other person. No person allotted Securities may sell, or offer to sell, such Securities to the public in Hong Kong within six months following the date of issue of such Securities.
�
Canada
The new Securities may not be offered or sold, and this investor presentation may only be distributed, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws of that province or territory in circumstances where no exemption from the applicable registered dealer requirements is available. All Canadian investors will be required to represent that they are "accredited investors" as defined in National Instrument 45-106 Prospectus and Registration Exemptions.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Jurisdictions
� European Economic Area
This document has not been approved by the competent authority in a member state of the European Economic Area (a Member State) or, where appropriate, approved in another Member State and notified to the competent authority of any other Member State in accordance with the Prospectus Directive. In relation to each member state of the European Economic Area, which has implemented the Prospectus Directive (each a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) no offer of the Securities and Entitlements to the public in that Relevant Member State has or will, except that, with effect from and including the Relevant Implementation Date, an offer of Securities and Entitlements may be made to the public in that Relevant Member State:
-
following the date of publication of a prospectus in relation to the Securities and Entitlements, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable;
-
at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
-
at any time to any legal entity that has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than EUR 43,000,000 and (iii) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;
-
at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
-
in any other circumstances falling within Article 3(2) of the Prospective Directive, provided that no such offer of Securities and Entitlements referred to in (b) to (e) above shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an 'offer of Securities and Entitlements to the public' in relation to any Securities and Entitlements in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities and Entitlements to be offered so as to enable an investor to decide to purchase or subscribe for the Securities and Entitlements, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression 'Prospectus Directive' means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Each subscriber for or purchaser of Securities and Entitlements in the offering located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Qualified Investor). In the case of any Securities and Entitlements being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, warranted to and agreed with the Underwriter and the Issuer that: (i) the Securities and Entitlements acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors, or in circumstances in which the prior consent of the Underwriter has been obtained to each such proposed offer or resale; or (ii) where Securities and Entitlements have been acquired by it or on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Securities and Entitlements to it is not treated under the Prospectus Directive as having been made to such persons. The Issuer and the Underwriter, each of their respective affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty and agreement. Notwithstanding the above, a person who is not a Qualified Investor and who has notified the Issuer and the Underwriter of that fact in writing may, with the consent of the Issuer and the Underwriter, be permitted to subscribe for or purchase Securities and Entitlements.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Jurisdictions
� Switzerland
Neither the Securities nor the Entitlements may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to the Securities or the Entitlements constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (the CISA), and neither this document nor any other offering or marketing material relating to the Securities and the Entitlements may be publicly distributed or otherwise made publicly available in Switzerland. The Securities and the Entitlements may only be offered, sold or advertised, and this presentation as well as any other offering or marketing material relating to Charter Hall Limited (CHL), CHL Shares, Charter Hall Property Trust (Trust), Trust Units, Securities or Entitlements may only be distributed by way of private placement to qualified investors within the meaning of article 10 para 3 and 4 of the CISA and article 6 of the Ordinance on Collective Investment Schemes. The Trust is not authorised by or registered with the Swiss Financial Market Supervisory Authority FINMA (the FINMA ) under the CISA. Therefore, investors do not benefit from protection under the CISA or supervision by FINMA.
� New Zealand
The offer of Securities is restricted in New Zealand to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money or who otherwise pay a minimum subscription price of at least NZ$500,000 for Securities under this offer.
This offering document does not constitute and should not be construed as an offer, invitation, proposal or recommendation to apply for Securities by persons in New Zealand who do not meet the above criteria. Applications or any requests for information from persons in New Zealand who do not meet the above criteria will not be accepted.
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Bunnings Portfolio (Owned by CPRF)
Stock lending
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Eligible security holders will be entitled to apply under the entitlement offer for a certain number of new securities held as at 7:00pm (AEST) on 1 June 2009 (Record Date). Notwithstanding the Record Date for the entitlement offer, CHC will be granted a waiver by ASX so that, in determining entitlements for the entitlement offer, CHC may ignore changes in security holdings that occur after the announcement of the trading halt in Securities for the entitlement offer (other than registrations of transactions that were effected through ITS before that announcement)
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Accordingly, a person who is a registered security holder of CHC at 7.00pm (AEST) on the Record Date for the entitlement offer as a result of a dealing after the announcement of the trading halt in Securities for the entitlement offer (other than the registration of a transaction effected through ITS before that announcement) may not be entitled to receive an entitlement under the entitlement offer
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In the event that a security holder has existing Securities out on loan at the Record Date, the borrower will be regarded as the security holder for the purposes of determining the entitlement (provided that those borrowed Securities have not been on-sold)
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Charter Hall Group Strategic Investment & Equity Raising
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Further information
David Southon Joint Managing Director +61 2 8904 4053 [email protected] David Harrison Joint Managing Director +61 2 8904 4052 [email protected]
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Sydney Melbourne Brisbane Perth Adelaide Auckland
charterhall.com.au
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS