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INGENIA COMMUNITIES GROUP AGM Information 2010

Dec 15, 2010

65125_rns_2010-12-15_466d4702-7f9e-46e3-9da6-b2d88aa3336a.pdf

AGM Information

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ASX Announcement

REAL ESTATE INVESTMENT MANAGEMENT

Date

16 December 2010 Fund

ING Real Estate Community Living Group

ILF 2010 Annual Unitholder Meeting

Chairman’s Presentation

Good afternoon ladies and gentlemen and welcome to the 2010 Annual Unitholder Meeting for the ING Real Estate Community Living Fund. My name is Kevin McCann.

In September this year I was appointed Chairman of ING Management Ltd, the Responsible Entity of your Fund. My appointment followed the retirement of Mr Richard Colless.

I would like to take this opportunity to acknowledge the contribution of Richard who served as IML Chairman for eight years. Richard’s contribution to the Board and leadership in steering the Funds through the unprecedented challenges of recent times are greatly appreciated. On behalf of the Directors and Management here today we wish him all the best for the future.

Before we move into the formalities, as your new Chairman I would like to briefly give you some background on my experience and current public roles.

For the past 10 years I have been Chairman of Origin Energy, where I also sit on a number of committees. I am currently Lead Independent Director of Macquarie Group, and a Director of BlueScope Steel. I am also a Director of the Australian Institute of Company Directors (AICD), including Chairing the Corporate Governance Committee.

I believe my current and past public market experience, combined with a working life of more than forty years practising as a commercial lawyer with Allens, stand me in good stead to chair the board which represents the unitholders of ING’s ASX-listed property Funds.

Today is not a statutory meeting and there are no resolutions to be voted on, so, as such, it is very much a unitholder focused event where you can engage with the Board and Management of your Fund.

There are three main components to today’s meeting:

Firstly, I will make some remarks on ING’s strategic review and the ING Real Estate Community Living Group.

Secondly, the CEO of the ING Real Estate Community Living Fund, Simon Owen, will give a detailed overview of Fund performance for the year to 30 June 2010 and provide an update on operational activities since that period.

www.ingrealestate.com.au

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REAL ESTATE INVESTMENT MANAGEMENT

Lastly, and importantly, we have allowed ample time for a question and answer session. We have received a number of questions prior to today’s meeting and addressed as many of these as possible in the presentation. However, those of you who have additional questions following the presentation can put them to the Board or Management.

And of course, at the conclusion of the meeting, you are all invited to join us for refreshments in the foyer.

I would now like to introduce your Directors and some of our senior executives.

To my left are the Independent Directors of IML.

  • Philip Clark – who is also Chairman of the Audit Committee.

  • Michael Easson – Audit Committee member.

  • Paul Scully – Paul is Chairman of the Compliance Committee and Chairman of the Sustainability Committee.

Our Non-Independent Director, Christophe Tanghe, who is a senior executive with ING based in The Hague, is not present today and sends his apologies.

I might at this point also acknowledge the contribution of two other Directors who resigned from the IML Board earlier this year. Mr George Jautze, who served as a Director, resigned in May of this year upon his retirement as global CEO of ING Real Estate Investment Management after 19 years with the ING Group. Also, Mr Phillip Redmond resigned in April of this year after four years as an Independent Director of IML.

On behalf of the Board I would like to thank both of these gentlemen for their contribution.

Also joining us on stage we have Denis Hickey - Chief Executive Officer of ING Real Estate Investment Management Australia, Danny Agnoletto - Chief Financial Officer of ING Real Estate Investment Management Australia and Simon Owen - Chief Executive Officer of ING Real Estate Community Living Fund, who will be presenting to you shortly.

We have present today, Mark Lamb – General Counsel, Johanna Keating - Head of Investor Relations and Marketing, and other senior executives of ING Real Estate Investment Management. Additionally, we have a number of ILF staff here today.

We also have present our external auditors, Ernst & Young represented by Doug Bain.

The financial shocks of 2007 and the ensuring 18-24 months have fundamentally changed the landscape in which global financial institutions operate and structure their businesses.

It is within that context, ING Group in The Netherlands is pursuing a strategy to reduce risk and complexity. In line with this strategy, ING Group is conducting an evaluation of its global real estate investment management platform, REIM, and its position within the Banking business. This review includes the Australian real estate investment management platform, REIMA.

www.ingrealestate.com.au

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REAL ESTATE INVESTMENT MANAGEMENT

As part of this review, your Board, in conjunction with ING Group and REIMA management, are continuing to develop and assess a variety of strategic options at a local level. The objective is to maximise value for all stakeholders in each of the five ASX-listed Funds managed by ING, including ILF.

The review has involved, and continues to involve, discussions with a number of parties in relation to their interest in specific Funds or all of REIMA’s Funds. We have also explored internally-driven outcomes.

You could appreciate the complexity of this review process.

The Board, ING Group and REIMA management are working closely and diligently and we remain focused on articulating a proposal specific to ILF as soon as possible.

However, let me assure you IML will only recommend a proposal if it is in the best interests of all unitholders. The Board of IML applies the same assessment processes and corporate governance protocols to the interests of institutions to that of retail unitholders.

I will now turn my attention towards the Fund performance.

As we are acutely aware the A-REIT sector has been through material transformation over the past 12 -18 months which has had a significant impact on investors returns. Obviously, ILF has not been immune.

However, the challenges of this period for ILF appear to be moderating. We are seeing liquidity return to debt markets and an improvement in occupier demand for our Seniors living businesses, however the investment conditions for rental villages in Australia remain challenging.

There is still significant work to be done within the Fund including; reducing debt levels, evaluating the portfolio and strategic weighting, strengthening the earnings profile, and ultimately, closing the gap to net tangible asset backing.

The ILF Management team has been particularly active in the past 12 months with efforts firmly focused on improving performance and cash flow in core asset portfolios. Clear strategies have been developed to optimise existing operations including the conversion of a number of villages in the Australian rental portfolio to a DMF model.

Management has also refined the Fund’s off shore investment portfolio through a process that included selective asset sales and hand backs in the US.

In this context, the ILF management team delivered a result for the year to 30 June 2010 that reflected the operational conditions and the difficult decisions required to stabilise the Fund.

While operating income for year was 4.1 cents per unit, management did not pay a distribution to unitholders due to capital constraints and covenants within the Fund‘s head trust debt facility.

www.ingrealestate.com.au

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REAL ESTATE INVESTMENT MANAGEMENT

Management and the Board remain focused on restoring fund performance. This includes reinstating distributions as soon as reasonably possible, however, we do not expect to be in a position to do this in the short-term.

Simon will now provide a detailed overview of ILF’s performance to 30 June 2010 and highlight activities since that period.

This concludes my remarks.

For further information, please contact Simon Owen Angela Reade Chief Executive Officer Investor Relations Manager ING Real Estate Community Living Group ING Real Estate Investment Management Australia ING Real Estate Investment Management Australia T: +61 2 9033 1039 T: +61 2 9033 1310

About ING Real Estate Community Living Group

ING Real Estate Community Living Group (ASX code: ILF) is an externally managed ASX-listed real estate investment trust that owns, manages and develops a diversified portfolio of seniors housing communities. The Fund has total assets under management of $738 million with operations located predominantly throughout Australia and the United States.

About ING Real Estate Investment Management

ING Real Estate Community Living Group is one of five listed real estate investment trusts that are managed by ING Real Estate Investment Management Australia on behalf of 60,000 investors.

Globally, ING Real Estate Investment Management focuses on the investment management of quality real estate in all major global markets with a total portfolio of more than A$100 billion. ING Real Estate Investment Management is one of the leading investment management companies and serves a broad client base from five continents, Europe, North America and South America, Asia and Australia.

ING Real Estate Investment Management is part of ING Group, a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 85 million private, corporate and institutional clients in more than 40 countries.

www.ingrealestate.com.au

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ING Real Estate ~~Community Living Group~~

AUSTRALIA

16 December 2010

Kevin McCann Chairman – ING Real Estate Community Living Group

A enda g

Chairman’s Welcome

CEO Update

– The Year in Review

– Portfolio Update

– Strategy and Outlook

Questions and Answers

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Chairman’s welcome

Directors and Executives

Kevin McCann Denis Hickey Independent Chairman CEO REIMA Philip Clark Danny Agnoletto Independent Director CFO REIMA Michael Easson Simon Owen Independent Director CEO – ING Real Estate Community Living Group

Paul Scully Independent Director

Chairman’s welcome

At the responsible entity level…

ING Group is conducting a strategic evaluation of its global real estate investment management platform

To maximise ILF unitholder value, strict governance protocols and assessment processes are in place

The Board will only recommend a proposal should it be in the best interests of ILF unitholders

Simon Owen CEO – ING Real Estate Community Living Group

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Year in Review

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Year in Review

Improving occupancy rates across portfolios driving value

Occupancy rates higher than 12 months ago as recent management initiatives take effect

Organic growth projects progressed to assist replacement of earnings from divested assets and terminated hedges > Mid-way through value enhancement strategy to unlock value from challenging Garden Villages portfolio

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Year in Review

Four areas of key focus over past 12 months

  1. People – building capability

  2. Product – presentation, pricing, service delivery, innovation

  3. Performance – building a culture of operational and financial performance

  4. Capital – disciplined approach to capital allocation

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Year in Review

Key Financial Metrics FY 2010 FY 2009
Statutory profit/(loss) ($67.7m) ($284.2m)
Operating income $18.3m $26.2m
Operating income per unit 4.1c 5.9c
Gearing1 73% 74%
Net asset value (NAV) per unit 24.9c 40.0c
Net cashflow from operations $14.6m $36.3m

Operating income per security impacted by asset sales, currency movements and refinancing costs

Year in Review

Reduced uncertainty in NTA per unit

All current operations were externally revalued during financial year 2010

Excess derivative liabilities now eliminated

31 December 2010 external valuations comprising 43% of portfolio by value underway

As at 30 June 2010

US valuation expected to improve following increased investment demand, offset by downside valuation risk in Australian Seniors assets

Year in Review

Capital management position ongoing focus

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Long dated debt profile with average debt duration of 6.8 years[1]

Australian gearing 41% as at 30 June 2010 however increased following termination payment of all remaining capital hedges

US debt is non-recourse, fixed rate, long-term and covenant light

Refinancing negotiations underway for NZ Students NZ$20m facility expiring in August 2011

Portfolio U date p

Portfolio u date p

ILF Portfolio focused on core Australian and United States seniors markets and small continuing exposure to NZ students

United States Australian Australian New Zealand Total
Seniors Garden Settlers Students Portfolio2
As at 30 Jun 2010 (Rental) Villages1
(Rental)
(DMF) FY 2010
Properties 21 33 4 3 61
Book Value US$284m A$126m A$60m NZ$30m A$547m
% of Portfolio 62% 23% 11% 4% 100%
Occupancy3 88% 76% 97% 96% 84%

1 Excludes Kingston Garden Village sold July 2010

2 Overall portfolio figures exclude US Students for FY 2010 as portfolio is currently undergoing handback 3 As at 30 November 2010

Portfolio U date – US Seniors p

Management initiatives and market activity delivering value

Occupancy rate trending upwards despite a challenging environment

Management capability driving asset value and improved asset performance

Exploring opportunity to increase Assisted Living units – a needs driven product

Investment market showing signs of improvement

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US Seniors portfolio occupancy
%
88.5
88.2%
88.0
87.5
87.0
86.5
86.0
85.5
85.0
Dec- Jan- Feb- Mar- Apr- May- Jun- Jul- Aug- Sep- Oct- Nov-
09 10 10 10 10 10 10 10 10 10 10 10
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Portfolio Update – Garden Villages

Garden Villages Portfolio – Value Enhancement Strategy

Drive Value in Core Assets Occupancy at all time high since management Intense management focus to internalised lift occupancy rate to 85% DMF Conversion Successful project launch in October 2010 Convert 3 villages to DMF model to maximise value Divest Underperformers One village sold, further divestments planned

Sell impaired villages that are

Portfolio Update – Garden Villages (Rental)

Drive value in core assets

Garden Villages portfolio occupancy

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%
78
76
74
72
70
68
Dec- Jan- Feb- Mar- Apr- May- Jun- Jul- Aug- Sep- Oct- Nov- Dec-
09 10 10 10 10 10 10 10 10 10 10 10 10
31 Dec 10 target 77.5%
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Consolidated Garden Villages and Settlers operations

Focused asset management and targeted marketing to increase occupancy further

Enhanced product presentation

Long-term occupancy target 85%

Investment market demand for rental assets challenging

Portfolio Update – Garden Villages (Rental)

Conversion of Select Rental to DMF

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Conversion of 3 rental villages with higher and better usage as Deferred Management Fee (DMF) model releasing positive net cashflow

Project launched in October 2010

Requires modest initial investment for refurbishment and improvements

Received strong initial response to conversion program demonstrating market support

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Portfolio Update – Settlers (DMF)

Solid performance with long-term development potential

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Continued focus on product presentation, unit upgrades and increasing sales and marketing

Consistently high occupancy exceeding 97%

Settlers Ridgewood Rise

Stage 8 Release: development of 22 houses well progressed and due for staged completion up to March 2011

60% pre-sales achieved with 12.5% uplift in average house price since previous stage

Portfolio U date - Students p

NZ Students

US Students

Three assets in Wellington to be retained in portfolio to extract full value for unitholders

Core focus is on negotiating a new long-term contract with University

Existing NZ$20m debt facility due for expiry August 2011

Improved earnings also pursued through longer-term commercial tenancies, increased summer short-stay accommodation and billboard advertising

Significant progress made with handback and sale of assets

Seven properties were handed back by September 2010, and nine remain > Sold all properties with positive net equity

Majority of remaining assets to be exited by June 2011

Closing costs remain within $5m provision raised at 31 December 2009

Strate and Outlook gy

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Strate and Outlook gy

Close the NTA gap

Reinstate Distributions Value > Issue: currently restricted due to Gap Asset Value banking covenants Uncertainty > Focus: reinstate distributions as NTA per unit > Issue: Garden soon as reasonably Villages seen as Capital possible low yielding with Structure downside risk > Focus: improve > Issue: Australian operating Current gearing limits capital performance and Trading management options convert assets for Value > Focus: disciplined highest and best approach to capital use allocation and further

Strate and Outlook gy

ILF continues through rebuilding phase with capable and industry experienced management team focused on restoring unitholder value Key risk remains around Garden Villages and residential property markets Key immediate focus is to successfully execute Garden Villages conversion strategy and to increase occupancy rates across portfolio

Attractive acquisition and development opportunities emerging in Australia however access to capital remains a key challenge

No distribution forecast for 2011 due to capital constraints and banking covenants

Disclaimer

A copy of this presentation will be made available on www.ingrealestate.com.au

This presentation was prepared by ING Management Limited (ABN 15 006 065 032) (the "Responsible Entity") in respect of ING Real Estate Community Living Fund (ARSN 107 459 576) and ING Real Estate Community Living Management Trust (ARSN 122 928 410) (together ING Real Estate Community Living Group, ILF or the Fund). Information contained in this presentation is current as at 16 December 2010. This presentation is provided for information purposes only and has been prepared without taking account of any particular reader's financial situation, objectives or needs. Nothing contained in this presentation constitutes investment, legal, tax or other advice. Accordingly, readers should, before acting on any information in this presentation, consider its appropriateness, having regard to their objectives, financial situation and needs, and seek the assistance of their financial or other licensed professional adviser before making any investment decision. This presentation does not constitute an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, nor does it form the basis of any contract or commitment.

The forward looking statements included in this presentation involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, the Responsible Entity. In particular, they speak only as of the date of these materials, they assume the success of ILF's business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks. Actual future events may vary materially from forward looking statements and the assumptions on which those statements are based. Given these uncertainties, readers are cautioned not to place reliance on such forward looking statements. The Responsible Entity, or persons associated with it, may have an interest in the securities mentioned in this presentation, and may earn fees as a result of transactions described in this presentation or transactions in securities in ILF.

Except as required by law, no representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information, opinions and conclusions, or as to the reasonableness of any assumption, contained in this presentation. By reading this presentation and to the extent permitted by law, the reader releases the Responsible Entity and its affiliates, and any of