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GOODMAN GROUP Capital/Financing Update 2008

Oct 27, 2008

64998_rns_2008-10-27_a648ed33-e7be-437b-8d26-fb5a8270527c.pdf

Capital/Financing Update

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS

Goodman Group capital management initiatives and Asian restructure

Date 28 October 2008 Release Immediate

Summary:

    • $755 million fully underwritten equity raising;
    • Completed and expected asset sales of approximately $500 million;
    • Distribution reinvestment plan to be reactivated;
    • 50% balance of Macquarie Goodman Asia joint venture (excluding Japan) to be acquired for $200 million;
    • Reduction in pro-forma headline gearing to 35.0% (before expected asset sales);
    • Increase in available liquidity to $1.3 billion;
    • Earnings update to reflect recent deterioration in market conditions.

The Goodman Group (“Goodman” or the “Group”) today announced four key strategic initiatives to strengthen its balance sheet and increase its exposure to the growth markets of Asia. The initiatives are: a $755 million fully underwritten equity raising; completed and expected asset sales of up to $500 million; reactivation of the distribution reinvestment plan; and the acquisition of Macquarie Bank Limited’s (“Macquarie”) interest in Macquarie Goodman Asia (excluding Japan) (the “Acquisition”) for $200 million.

Mr Greg Goodman, Group Chief Executive Officer, said, “These strategic initiatives are a key part of Goodman’s strategy to ensure we maintain a strong balance sheet with lower gearing levels. Recently the market has experienced unprecedented levels of volatility which has created an environment of instability in global financial markets. It is imperative that the Group is well positioned to manage the current market fluctuations.

“Streamlining our Asian business by acquiring the remaining 50% of the Macquarie Goodman Asia joint venture is consistent with our strategy to grow our Asian platform and to take advantage of the significant opportunities the region has to offer. We believe that the Asian region has a better growth outlook in the near term compared to the other markets in which we operate.”

“These initiatives both strengthen the Group and our exposure to critical Asian markets, while giving us the flexibility to prudently manage the business in the current market conditions.”

Level 10, 60 Castlereagh Street, Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | [email protected] | www.goodman.com Goodman International Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621

Capital Management Initiatives

To strengthen its balance sheet and reduce gearing, Goodman will seek new equity totalling approximately $955 million, including:

    • $230 million by way of an Institutional Placement at $0.90 per security which is fully underwritten;
    • $525 million by way of an Entitlement Offer at $0.90 per security which is fully underwritten; and
    • Reactivation of the distribution reinvestment plan, which is anticipated to raise approximately $200 million for the financial year ending 30 June 2009.

The structure of the transaction allows all securityholders to participate in the Entitlement Offer on a pro-rata basis to their existing holdings.

Furthermore, $160 million of asset sales have been completed since 30 June 2008 and a further $350 million of asset sales are expected to be completed by 31 December 2008. These include a number of transactions across various regions and are consistent with the Group’s strategy to ensure the optimal allocation of capital.

Given the difficult operating environment facing real estate and capital markets, Goodman will also set more rigorous hurdles for any development starts on the Group’s balance sheet and within its managed funds.

Strategic Initiatives

Goodman’s Asian platform will be restructured and strengthened through the acquisition of Macquarie’s 50% interest in Macquarie Goodman Asia (excluding Japan) for $200 million. The Acquisition results in one streamlined pan Asian platform (excluding Japan) and clarity for customers and investors, which will distinguish Goodman’s business from other Macquarie real estate businesses in Asia. Macquarie will continue to invest in and support the Japan joint venture for the medium term to stabilise recent growth in that business.

Impact on Goodman

In the current market, Goodman’s Board and management believe the capital management and strategic initiatives provide a number of benefits to Goodman, including:

    • Improvement of Goodman’s liquidity position, with $1.3 billion of available liquidity (before identified asset sales);
    • Increased debt covenant capacity with a significant reduction in pro-forma headline gearing to 35.0% from 39.9% at 30 June 2008, after taking into account recent adverse currency movements and before expected asset sales (32.6% after expected asset sales);
    • The Acquisition streamlines the Group’s Asian platform such that Goodman has the opportunity to capture 100% of the growth initiatives across Asia (excluding Japan); and
    • Completed and expected asset sales of approximately $500 million will initially be used to increase liquidity and will provide Goodman with the flexibility to continue to recycle capital towards future growth opportunities.

Level 10, 60 Castlereagh Street, Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | [email protected] | www.goodman.com Goodman International Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621

FY09 Earnings Update

Goodman’s Board and management have undertaken a detailed review of Goodman’s earnings in light of the guidance provided on 21 August 2008 and the subsequent material deterioration to the global financial markets since that time. Whilst it is difficult to provide earnings guidance in the current environment, the Board and management believe that a cautious approach is required. As such, assuming only known transactions, rental income and base management fees are received for the balance of FY09, earnings per security would be 19.4 cents taking into account the equity raising and capital management initiatives. Given our cautious approach to earnings, Goodman intends to distribute 19.4 cents per security for the year ending 30 June 2009.

Mr Goodman added, “Given the current market turmoil, we believe it is critical for the Group to continue to focus on its core business and earnings streams whilst maintaining a strong and robust balance sheet. Nonetheless, our approach to FY09 earnings, though cautious, continues to reflect the confidence we have in our own-develop-manage business model to not only deliver value in these difficult market conditions, but also over the long-term. Further, our revised distribution is reflective of our conservative capital management strategy which will position the Group for longer-term growth”.

J.P. Morgan acted as sole financial advisor to Goodman Group on the transaction.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended). Securities may not be offered or sold in the United States absent registration or an exemption from registration.

For further information, please contact Goodman: Greg Goodman Group Chief Executive Officer Tel +61 2 9230 7400

Level 10, 60 Castlereagh Street, Sydney NSW 2000 | GPO Box 4703, Sydney NSW 2001 Australia Tel +61 2 9230 7400 | Fax +61 2 9230 7444 | [email protected] | www.goodman.com Goodman International Limited ABN 69 000 123 071 Goodman Funds Management Limited ABN 48 067 796 641 AFSL Number 223621