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INGENIA COMMUNITIES GROUP Capital/Financing Update 2014

Sep 23, 2014

65125_rns_2014-09-23_b3eb5af0-d40a-4916-9e77-bbee67207748.pdf

Capital/Financing Update

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Ingenia Communities Group Acquisitions and Capital Raising

24 September 2014

White Albatross Holiday Park, Nambucca Heads NSW

This presentation was prepared by Ingenia Communities Holdings Limited (ACN 154 444 925) and Ingenia Communities RE Limited (ACN 154 464 990) as responsible entity for Ingenia Communities Fund (ARSN 107 459 576) and Ingenia Communities Management Trust (ARSN 122 928 410) (together Ingenia Communities Group, Ingenia, INA or the Group). Ingenia’s stapled security, compromising of a unit in Ingenia Communities Fund, a unit in Ingenia Communities Management Trust and a share in Ingenia Communities Holdings Limited (security), is quoted on the Australian Securities Exchange. Information contained in this presentation is current as at 24 September 2014.The terms and conditions of the Accelerated Non-Renounceable Rights Issue will be set out in full in the Offer Booklet. Ingenia reserves the right to withdraw or vary the timetable included in this presentation.

Not financial product advice

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 or a recommendation to acquire securities. 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. The information in this presentation is provided for informational purpose only in relation to marketing to professional investors, sophisticated investors and wholesale clients (as those terms are defined in the Corporations Act 2001 (Cth)). Ingenia is not licensed to provide financial product advice in respect of the securities. Cooling off rights do not apply to the acquisition of the securities.

To the extent that general financial product advice in respect of the issue of Ingenia Communities Fund and/or Ingenia Communities Management Trust units as a component of the securities is provided in this presentation, it is provided by Ingenia Communities RE Limited and its related bodies corporate, and their associates will not receive any remuneration or benefits in connection with that advice. Directors and employees of Ingenia Communities RE Limited do not receive specific payments of commissions for the authorised services provided under its Australian financial services licence. They do receive salaries and may also be entitled to receive bonuses, depending upon performance. Ingenia Communities RE Limited is a wholly owned subsidiary of Ingenia Communities Holdings Limited. Not an offer

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. This presentation is not a prospectus, disclosure document, or Product Disclosure Statement (as those terms are defined in the Corporations Act 2001 (Cth)) or other offering document under Australian law or any other law.

Summary information

The information in this presentation is subject to change and does not purport to be complete. It should be read in conjunction with the Group’s periodic and continuous disclosure requirements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. Information in this presentation is subject to change from time to time.

No liability

To the maximum extent permitted by law, no representation or warranty, express or implied, is made as to the fairness, currency, reliability, 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 is deemed to release each entity in the Group and its affiliates, and any of their respective directors, officers, employees, agents, representatives or advisers from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising in relation to any reader relying on anything contained in or omitted from this presentation.

Forward looking statements

This presentation contains forward looking statements with regard to the financial condition, results of operations and business of the Group and certain plans, strategies and objectives of the management of the Group, including distribution guidance and the results and use of proceeds of the offer of securities described in this presentation. Forwards-looking statements can generally be identified by use of words such as “may”, “should”, “could”, “foresee”, “plan”, “aim”, “will”, “expect”, “intend”, “project”, “estimate”, “anticipate”, “believe”, “forecast” or “continue” or similar expressions.

These forward looking statements included in this presentation involve subjective judgment and analysis and are subject to significant uncertainties, known and unknown risks, contingencies and changes without notice, many of which are outside the control of, and are unknown to, the Group as are statements about market and industry trends, which are based on interpretations of current market conditions. In particular, they speak only as of the date of these materials, they assume the success of the Group’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks, certain of which are summaries in Appendix 2: Risk factors. 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 undue reliance on such forward looking statements. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Should one or more of the risks or uncertainties materialise, or should underlying assumptions provide incorrect, there can be no assurance that actual outcomes will not differ materially from these statements. To the fullest extent permitted by law, Ingenia and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

Past Performance

Past performance information given in this presentation is given for illustration purposes only and should not be relied upon as (and is not) an indication of future performance. Actual results could differ materially from those referred to in this presentation.

Foreign Jurisdictions

This presentation may not be released or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this presentation have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. Please see Appendix 2: Foreign jurisdictions for further information about specific foreign jurisdictions.

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Overview
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White Albatross Holiday Park, Nambucca Heads NSW

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Executive summary
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Ingenia is the largest owner, operator and developer of Lifestyle and Tourist Parks in NSW

  • Owns and operates 15 Lifestyle Parks across NSW – over 2,000 permanent and short-term sites, with 917+ development sites (including conversion of existing sites)

  • Eight communities now in development mode – soon to be expanded to nine communities

  • Three additional parks under conditional contract – purchase price circa $55 million

  • White Albatross Holiday Park (Mid-North Coast NSW), Canberra South Motor Park (ACT) and ‘Confidential Park’ (Brisbane)

  • Increases investment in Lifestyle Parks by over 40%

  • Immediately earnings accretive, cash yielding assets, with forecast unlevered IRRs of 12 -15%

  • Consolidates Ingenia’s position in NSW and expands Lifestyle Parks to SE Queensland

  • Completion expected fourth quarter CY2014 (subject to final due diligence and Board approval)

Further 14 opportunities under exclusivity or active assessment

  • Accretive opportunities targeting trailing yields of 8% plus and forecast unlevered IRRs of 12-15%

  • Includes several DA approved sites

  • Actively reviewing 80 opportunities in both SE QLD and NSW

Acquisitions to be funded via an Institutional Placement and an Accelerated Non-Renounceable Entitlement Offer to raise up to $89.1 million

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Transaction highlights
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Enhances capacity for growth and returns to securityholders

Acquisition of three quality, accretive and on-strategy Lifestyle Parks with substantial development and repositioning upside Significantly increases development pipeline – adds over 380 development sites, securing low risk future organic growth Capitalises on Ingenia’s proprietary research-led database and industry network, and secures ‘scale economies’ at attractive prices LVR to remain within 30-35% target range (post deployment of capital), significantly improves interest cover Provides funding capacity for further accretive acquisitions, with significant deal flow in place Neutral to FY15 earnings as assets settle, accretive to earnings from FY16+ S&P/ASX 300 Index upweighting, moves Ingenia closer to S&P/ASX 200 Index inclusion

p5

Overview of the capital raising

Offer

  • ˃ Institutional Placement to raise up to $45.3 million and 1 for 7 Entitlement Offer to raise up to $43.8 million – to raise a total of up to $89.1 million

  • ˃ The Placement and Entitlement Offer will be undertaken at an Offer Price of $0.45 per new security

Use of Proceeds

  • ˃ Funds raised will be allocated to the acquisition of three Lifestyle Parks under conditional contracts and a further pipeline of acquisitions under active assessment or due diligence

  • ˃ Full deployment from capital raising and committed debt will increase investment in Lifestyle Parks business by circa 100%

Acquisitions

  • Conditional contracts exchanged: White Albatross Holiday Park (North Coast NSW), Canberra South Motor Park (ACT), ‘Confidential Park’ (Brisbane)

  • ˃ Target unlevered IRRs of 12-15% and initial cash yields exceeding 8% with significant upside

Financial Impact

  • ˃ New securities rank pari passu and will be entitled to the FY15 interim distribution of 0.65 cents per security (payable March 2015)

  • ˃ Gearing to remain within the target LVR range of 30-35% (post deployment of capital)

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Acquisitions
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White Albatross Holiday Park, Nambucca Heads NSW

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White Albatross Holiday Park, Nambucca Heads NSW

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White Albatross is a 5.2 hectare lifestyle and tourist park located at Nambucca Heads, NSW

Situated within the Group’s North Coast Cluster, which includes the Drifters Village in Kingscliff and rental villages in Coffs Harbour, Port Macquarie and Taree

Offers immediate earnings accretion at an attractive yield as well as the potential for development of vacant and short term sites into 30+ permanent sites

Park revenue is balanced between permanent and short term accommodation backed by strong occupancy levels and resortstyle leisure facilities

  • $13 million of the consideration will be payable on settlement, with the balance paid over four years
Acquisition metrics
Purchase price $23.0m
Ingoing yield (on full purchase price) >10%
Forecast unlevered IRR
14%
Development upside* 30+ sites

*Includes conversion of certain low-yield short term sites.

Number of existing sites
Permanent sites 131
Tourist accommodation 60
Camp and powered sites 120
Total sites 311
Number of existing sites
Permanent sites 131
Tourist accommodation 60
Camp and powered sites 120
Total sites 311

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Expanding in North Coast NSW cluster
Market characteristics
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Drifters Holiday Village
Taloumbi Gardens
White Albatross
Holiday Park
Oxley Gardens
Taree Gardens
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Market characteristics*

  • The estimated over 50s population for the Nambucca Shire by 2031 is 11,650 persons, representing 56.42% of the population

  • Current median home price for Nambucca Shire is $339,000

  • Tourism Research Australia indicates that Nambucca averaged 467,000 visitor nights annually (four years to Sept 2013), with tourism expenditure of $80 million per year

  • Caravan park and commercial camping ground accommodation represented 26% of domestic visitor nights annually

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Nambucca Shire LGA Forecast Over 50's Population Growth
(2011 - 2031)
2000
1800
1600
1400
1200
1000
2011
800
600 2031
400
200
0
50–54 55–59 60–64 65–69 70–74 75–79 80–84 85+
Number of Persons
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One of NSW’s best known tourist and lifestyle parks in an absolute waterfront location that cannot be replicated

  • Source: NSW Planning and Environment Projections 2014; 2011 census population data; home price data from Pricefinder (12 months to September 2014); Tourism Research Australia National Visitor Survey YE Sept 2010 to YE Sept 2013.

Age Group

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Use of funds – Acquisition of
Canberra South Motor Park
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Acquisition metrics
Purchase price $14.7m
Ingoing yield >8%
Forecast unlevered IRR
15%
Development upside* 150+ sites

*Based on the redevelopment and reconfiguration of the majority of the park.

Canberra South Motor Park is a tourist and lifestyle park located on the edge of Fyshwick in the southern Canberra suburb of Symonston, ACT

The park sits on a 10.3 hectare site with frontages to Canberra Avenue and the Monaro Highway, providing a significant land holding with potential for redevelopment

The acquisition offers immediate earnings accretion with significant potential through redevelopment of the majority of the park to focus on permanent homes complemented by a high yielding tourism precinct (pending approvals)

The park has a significant tourism component with over 200 established sites catering to the undersupplied affordable tourism market

  • One of four tourist and lifestyle parks in the ACT

  • Expands SW NSW/ACT cluster including Albury Citygate, Sun Country, Mardross Gardens, Wagga Gardens and Chatsbury Gardens

Number of existing sites
Permanent sites 170
Tourist accommodation 110
Camp and powered sites 124
Total sites 404

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Expanding in South West NSW/ACT cluster
Market characteristics
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Market characteristics*

South West NSW/ACT Cluster

  • The ACT population is forecast to double by 2062

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Chatsbury Gardens
Wagga Gardens
Goulburn
Canberra
Wagga Wagga
Canberra South
Motor Park
Mulwala
Albury
Albury Citygate
Sun Country
Mardross
Gardens
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A large and unique immediately accretive development site well located close to facilities and transport

*Source: ACT government population forecasts 2012 to 2062; 2011 census population data. All homes Property Report 2014 median house price. Tourism Research Australia, June 2013.

  • By 2031, the estimated over 50s population is forecast to be 158,906 persons (32.2% of the total population), representing annual growth of 2.9% per annum from 2011

  • Tightly held market with median house price in ACT at $540,000 and limited low cost housing

  • There is a strong tourism market, with demand for affordable tourism currently exceeding supply

  • Domestic visitor nights exceeded 5.7 million in 2012/13 with annual compound growth expected to exceed 2% pa to 2021/22

Australian Capital Territory Forecast Over 50's Population Growth (2011 - 2031)*

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35000
30000
25000
20000
15000 2011
10000 2031
5000
0
Age Group p11
Number of Persons
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Use of funds – Acquisition of
'Confidential Park' (Brisbane)
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Acquisition metrics
Purchase price $17.0m
Ingoing yield >8%
Forecast unlevered IRR
>15%
Development upside* 200+ sites
  • ‘Confidential Park’ is a large partially developed community located ~30 km south of the Brisbane CBD

  • The Park is Ingenia’s first Lifestyle Park in the tightly held SE QLD market cluster, situated close to the Group’s Marsden Park rental village

*Subject to development approval.

Number of existing sites
Total sites ~200
  • The Park consists of approximately 200 existing permanent sites catering to the over 50s demographic and is well capitalised, with community facilities already in place

  • The Park is well located close to local shopping and medical centres

  • Acquisition is immediately earnings accretive from existing rental yields with significant development upside, subject to DA approvals

  • The development opportunity comprises 26 approved and serviced home sites plus the potential for approximately 200 new sites, subject to Council approval

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Establishing Lifestyle Parks in SE QLD cluster
Market characteristics
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Parks being assessed
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Market characteristics*

  • SE QLD projected to record most of QLD’s growth, accounting for 67.5% of the State’s total population increase over 25 years to 2031

  • The over 50s population of the relevant LGA is forecast to grow to 147,546 persons (31.2% of the population) by 2031

  • Increasing demand for over 55s accommodation

  • Current median house price for the LGA is $367,500

  • Considerable barriers to entry similar to NSW (e.g. town planning constraints)

  • Ingenia is actively assessing a range of strategic acquisitions in this cluster

Relevant LGA Forecast Population Growth (2011 - 2031)*

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30000
25000
20000
15000
2011
10000
2031
5000
0
Age Group
Persons
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*Demographic statistics from The Office of Economic and Statistical Research – Queensland Treasury, Report “QLD Government population projections to 2056: QLD and Statistical divisions 2011 edition. Home price data from pricefinder.com.au - calculated from sales over the 12 months to 12/9/14.

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Portfolio Update
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Drifters Holiday Village, Kingscliff, NSW
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60 Australian Today, Ingenia has communities and growing

Largest owner and operator of seniors rental villages in Australia

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Largest owner and operator
of Lifestyle Parks in NSW
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Note: Portfolio position as at 26 August 2014, adjusted for announced proposed acquisitions.

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Rental

  • 34 villages

  • 1,801 units

  • In all States except SA

  • Focus on occupancy growth and margin expansion

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Lifestyle Parks
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15 villages

  • 1,093 permanent homes

  • 1,038 short term sites

  • 917+ development sites

  • Growing presence in NSW, ACT and SE QLD

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Deferred Management Fee

8 villages

  • 831 units

  • WA, QLD and NSW

  • Divested a QLD village in July 2014. Strategic review well advanced on remaining assets

Ingenia’s growth focus

Announced Acquisitions

  • 3 parks

  • (1 NSW, 1 ACT, 1 SE QLD)

  • 915 permanent and short term sites

  • 380+ development sites (STCA)

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Active Lifestyle Estates (Lifestyle Parks)
Ingenia’s growth focus - Lifestyle Parks
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High yielding assets with low risk, capital light development

Finite pool of valuable land zoned for lifestyle and tourist parks in tightly held markets

Fragmented ownership offering considerable consolidation opportunities

Deliver quality seniors housing significantly more affordable than other models

One Mile Beach Holiday Village near Newcastle

Acquired for $11m in December 2013 on an ingoing cash yield of 10.6% with significant upside

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Lifestyle Parks strategy
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Abundance of opportunities for highly accretive growth

  • Over $119 million invested in establishing the leading Lifestyle Parks position in NSW

  • Highly fragmented with key participants owning < 5% of the market – considerable opportunity for large scale roll-up

  • Tightly held assets with few on-market transactions

  • Use of proprietary research tools to identify and filter appropriate acquisition targets provides a significant competitive advantage, allowing Ingenia to focus on accretive off market transactions

  • Land scarcity in tightly held markets with considerable barriers to entry

  • Limited new supply and many existing assets significantly under-capitalised

  • Ingenia has significant deal flow in place supplemented by existing owners contacting the Group directly

18 announced Ingenia Lifestyle Parks acquisitions

p17

All acquisitions to date have met stringent investment threshold – forecast unlevered IRR 12-15%

Lifestyle Parks Property Location Acquired Permanent Sites Short Term Sites
Potential
Development sites
North Coast, NSW
1 Drifters Kingscliff Nov 2013 114 68
25+
2 White Albatross Nambucca Heads 131 180
30+
Central West, NSW
3 Mudgee Valley Mudgee Sep 2013 37 77
43+
4 Mudgee Tourist Mudgee Oct 2013 78 73
43+
Hunter/Newcastle, NSW
5 The Grange Morisset Mar 2013 152 -
50+
6 Ettalong Beach Ettalong Beach Apr 2013 85 30
31
7 Lake Macquarie Morisset Nov 2013 41 25
47+
8 Macquarie Lakeside Chain Valley Bay Dec 2013 43 35
35+
9 Big 4 Valley Vineyard Cessnock Feb 2014 36 84
68+
10 Wine Country Cessnock Feb 2014 - 60
35+
11 One Mile Anna Bay Dec 2013 2 236
45+
Sydney Basin, NSW
12 Nepean Penrith Aug 2013 101 65
10+
13 Town & Country Marsden Park May 2014 224 14
145+
14 Rouse Hill Lifestyle Park Rouse Hill Jun 2014 120 10
85+
South West NSW/ACT
15 Albury Citygate Albury Aug 2013 26 38
120+
16 Sun Country Mulwala Apr 2014 34 223
135+
17 Canberra South Fyshwick 170 234
150+
Total 1,394 1,452
1,097+
SE QLD
18 ‘Confidential Park’ ~ 200 existing sites 200+

Short term sites include annuals, self-contained accommodation, caravan and camping sites. Potential development sites include existing sites already approved, conversion of certain short term and permanent sites and optimisation of certain permanent sites.

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Lifestyle Parks development cycle
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Low-risk, capital light, accelerated development cycle compared to traditional retirement business models

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Home Home
Order Construction On-site
trucked to ready for
Placed at factory Village Installation sale
6 - 8 weeks 3 - 4 weeks 9-12 weeks
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Rolling out development
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Driving value with buybacks of old homes to free up development sites

  • Approximately 35 buybacks across ten parks executed to date to free up valuable sites for development and create new precincts within existing parks

  • Buyback costs have generally ranged from approximately $5,000 - $40,000 per site

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  • Existing DA approval for 435 home sites across eight parks

  • Civil works underway across six parks

  • Eight communities now in development mode

Buying back and removing old homes to free up development land. Installation of first new homes in Mudgee Tourist & Van Resort

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Meeting the demand
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Tailored marketing strategies in place to target permanent and tourism clientele

Marketing to Permanent Homebuyers

  • Display homes particularly in new markets is key to driving sales

  • Dedicated Project Sales Managers responsible for each market cluster

  • Cross-selling and complementary marketing to short-term stayers (e.g. Grey nomads often enquire about permanent offerings)

  • Demand remains strong with wait-lists building, and reservations often in place even before the homes arrive on-site

Marketing to Short term/Tourism customers

> Utilising five primary channels

  • 3[rd] party online booking sites (eg wotif.com / booking.com.au)

  • Partnering with Marketing Industry Affiliations (turu.com.au / Big4 Holiday Parks)

  • Partnering with local tourism authorities (tourism offices and their websites)

  • Partnering with key local attractions

  • Individual Park websites – refreshed websites upgraded with online booking systems

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Non-core asset sales
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NZ Students Portfolio, Wellington NZ

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  • ˃ Sale announced 5 September 2014

  • ˃ Sale price NZ$49.4 million (in line with book value)

  • ˃ Subject to tenant approvals, settlement anticipated to occur end 2014

  • ˃ Circa AU$15 million in sale proceeds available for reinvestment (end of CY 2014)

Settlers Noyea Village – QLD AUS

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  • ˃ Sale of Noyea Village (QLD) settled July 2014, net proceeds of $5.4 million received

  • ˃ Ingenia intends to progressively reduce investment in the DMF sector

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Capital Raising
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New home being installed on site

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Details of the Offer
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Offer Details > Capital raising of up to 198.0m securities to raise up to $89.1m

Use of > Proceeds from the Capital Raising will be fully allocated to funding Lifestyle Park acquisitions (circa $55m in acquisitions under Proceeds conditional contract)

Placement

Placement to institutional and sophisticated investors of up to 100.7m securities at an Offer Price of $0.45 per new security to raise up to $45.3m

  • New securities issued under the Placement will not be entitled to participate in the Entitlement Offer

A 1 for 7 Accelerated Non-Renounceable Entitlement Offer of up to 97.3m securities at an Offer Price of $0.45 per new security to raise up to $43.8m

Record Date of 7pm (AEST) on Monday, 29 September 2014 > Entitlement Offer will comprise an accelerated Institutional Entitlement Offer and a Retail Entitlement Offer Entitlement Offer > New securities in respect of institutional entitlements not subscribed for will be placed into an institutional bookbuild (concurrent with the Placement)

  • Retail Entitlement Offer opens on Wednesday 1 October 2014 and closes on Wednesday 15 October 2014

  • Eligible Retail Securityholders will have the opportunity to apply for additional new securities that are not subscribed for under the Retail Entitlement Offer. Allocations will be at the discretion of the Board

The Offer Price of $0.45 per new security represents:

Pricing

  • 3.2% discount to the closing price of $0.465 at Tuesday 23 September 2014

    • 5.0% discount to the 5 day VWAP of $0.474
  • 2.5% discount to the Theoretical Ex-Rights Price[1] of $0.462

  • New securities issued pursuant to the Entitlement Offer will be fully paid and rank equally with existing Ingenia securities

  • Directors intend to participate in the Entitlement Offer

Other

  • Morgans Corporate Limited and Petra Pty Ltd are Joint Lead Managers to the Placement and Entitlement Offer. CLSA Limited is a Co-Lead Manager to the Placement

  • Moelis Australia Advisory Pty Limited is acting as Financial Adviser

p24

  1. The Theoretical Ex-Rights Price is the theoretical price at which Ingenia securities should trade after the Placement and ex-entitlement date for the Entitlement Offer.

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Use of funds
Quality Lifestyle Park acquisitions
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  • ˃ Three ‘on strategy’ Lifestyle Parks acquisitions under conditional contract

  • Combined purchase price circa $55 million (915 permanent and short term sites) in identified NSW and SE QLD clusters

  • Acquisitions range from $15 million to $23 million

  • Minimum ingoing yields of 8%, with forecast unlevered IRRs of 12-15%

  • Subject to completing satisfactory due diligence and Board approval

  • Each asset has repositioning and/or development upside with staged construction and sell down of new homes internally funded

  • ˃ Acquisitions build presence in identified clusters and expand Lifestyle Parks portfolio to over 2,800 sites

  • ˃

  • The acquisitions will be funded via the capital raising and committed debt facilities

  • ˃

  • Further 14 acquisitions under exclusivity or active assessment across NSW and SE QLD

  • ˃ Build out of development pipeline to be funded internally through recurrent earnings and non core asset sales

p25

Capacity remains for further growth

Pro Forma
**(June 14)1 **
Capital
Raising
Identified
Acquisitions
(3 assets)
NZ
Sale
Remaining
Acquisitions
Fully
Deployed
Net Australian investment
property ($m)1
304.4 - 59.3 - 64.2 427.9
Total Australian assets ($m) 515.1 4.3 59.3 - 64.2 642.9
Total Australian borrowings
($m)
86.6 (81.2) 43.6 (15.0) 64.2 98.2
Deferred Land Payments
Payable ($m)
4.0 - 15.7 - - 19.7
Net Australian assets ($m) 222.5 85.5 - 15.0 - 323.0
Securities on issue (millions) 680.9 198.0 - - - 878.9
NAV per security (cents) 35.2 1.80 - (0.3) - 36.7
Australian LVR 34.1% 31.1%
Debt headroom ($m)2 78.3 51.0
  1. Net of resident loans and lease liabilities.

  2. Debt headroom based on $175 million credit approved multilateral debt facility.

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Use of funds
Further acquisitions well progressed
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  • Significant pipeline of ‘on-strategy’ acquisitions under exclusivity, due diligence or actively being assessed

  • Acquisition of additional assets anticipated to be announced early calendar year 2015

  • Located in identified NSW and SE QLD clusters

  • Acquisitions ranging from $2 million to $30 million

  • Initial yield target 8%, with forecast unlevered IRRs of 12-15%

  • Each asset has repositioning and/or development upside with staged construction and sell down of new homes

  • Also assessing several DA approved greenfield sites to add significant scale to development pipeline

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Indicative timetable
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Timetable
Date
Timetable
Date
Institutional Placement and Institutional Entitlement Offer
Announcement of the Placement and Entitlement Offer Wednesday 24 September 2014
Trading resumes on an ex-Entitlement Offer basis Friday 26 September 2014
Record Date for determining entitlements for the Entitlement Offer (by 7pm AEST) Monday 29 September 2014
Settlement of New Securities under the Placement and Institutional Entitlement Offer Wednesday 8 October 2014
Placement, Institutional Entitlement Offer and Early Retail Entitlement securities issued and normal trading
commences
Thursday 9 October 2014
Retail Entitlement Offer
Retail Entitlement Offer document and acceptance forms despatched Wednesday 1 October 2014
Retail Entitlement Offer opens Wednesday 1 October 2014
Retail Entitlement Offer closes Wednesday 15 October 2014
Settlement of Retail Entitlement Offer and Retail Entitlement shortfall Tuesday 21 October 2014
Retail Entitlement Offer securities issued Wednesday 22 October 2014
Normal trading commences Thursday 23 October 2014
Despatch of holding statements Friday 24 October 2014

This timetable is indicative only and subject to change. The Directors may vary these dates, in consultation with the Joint Lead Managers, subject to the Listing Rules. An extension of the Closing Date will delay the anticipated date for issue of the New Securities. The Directors also reserve the right not to proceed with the whole or part of the Entitlement Offer any time prior to issue of the New Securities. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

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Investment Highlights
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Investment highlights
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  • ˃ Focusing on bolt-on acquisitions in existing markets with development upside

Acquisition pipeline

  • ˃ Looking to create asset clusters with buoyant housing and employment markets, compelling ageing demographics and limited competition

  • ˃ Stringently assessed acquisition thresholds with 12-15% unlevered IRRs

  • ˃ Success with off-market opportunities supplemented by direct approaches from existing park owners

Growth and yield

  • ˃ Valuable development pipeline within existing assets and significant accretive acquisition opportunities available in the market

  • ˃ Target to increase distribution over medium term

  • ˃ Operations leveraged to the growing ageing population, with affordability focus

Defensive sector

  • ˃ Lifestyle Parks sector is a large fragmented market with assets offering strong cash flows and development potential - provides an attractive opportunity for Ingenia

  • ˃ Land scarcity in tightly held markets with considerable barriers to entry

  • ˃ Offer price provides opportunity to invest on attractive metrics 5% discount to 5-day VWAP

Attractive investment metrics

  • ˃ Discount to Theoretical Ex-Rights Price (TERP) of 2.5%

  • ˃ Group remains conservatively geared

  • ˃ Immediately earnings accretive, cash yielding assets

  • ˃ Undrawn funding capacity of $51 million (post deployment)

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Appendices
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Ettalong Beach Holiday Village, Ettalong Beach NSW

p31

Major operators represent <5% of market opportunity

Major Operators Major Operators No. of parks Locations Strategy
Active Lifestyle
Estates (Ingenia)
15 NSW Acquire existing lifestyle and tourism parks with low risk capital light
development upside.
Tourism and Mining Park Operators
Discovery Holiday
Parks
32 Across Australia Recently acquired from private equity by SunSuper. Exclusively tourist
and mining accommodation.
Aspen Parks Property
Fund
21 Across Australia Predominantly tourist and mining accommodation.
Parent entity (ASX: APZ).
Mature Park Consolidator
Gateway Lifestyle
Residential Parks
16 QLD, NSW and
VIC
Operating platform for capital sourced from Alceon and Port Nordica.
Tasman Capital
Partners
7 NSW and QLD Private equity roll-up strategy; with near term IPO mandate.
Greenfield Developers
Hampshire Villages 7 NSW and VIC Privately owned portfolio of regional residential parks.
Lifestyle
Communities
10 VIC only Developer and operator of greenfield residential parks (ASX: LIC).
Living Gems 6 QLD only Privately owned developer and operator of greenfield residential parks.
National Lifestyle
Villages
10 WA and VIC Developer and operator of greenfield residential parks. Separate brands
for premium and affordable. Majority owner Navas (Malaysia).
Palm Lake Resorts
(Walter Elliott)
20 VIC, NSW and
QLD
Privately owned developer and operator of greenfield residential parks.

p32

Source: Company information, Ingenia analysis.

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Appendix 2:
Foreign jurisdictions
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Singapore

The offer or invitation which is the subject of this presentation is only allowed to be made to the persons set out herein.

This presentation has not been, and will not be, registered as a prospectus in Singapore with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). Accordingly, this presentation and any document or material in connection with the offer or sale, or invitation for subscription or purchase of the securities must not be issued, circulated or distributed nor may the 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:

  • (a) to an institutional investor under Section 274 and Section 304 of the SFA, and in accordance with any rules made under the SFA;

  • (b) to a relevant person pursuant to Section 275(2) and Section 305(1) of the SFA, or any person pursuant to Section 275(1A) and Section 305(2) of the SFA, and in accordance with the conditions specified in Section 275 and Section 305 of the SFA and any rules made under the SFA; or

  • (c) otherwise pursuant to, and in accordance with, the conditions of any other applicable provision of the SFA and any rules made under the SFA.

Where the securities are subscribed or purchased under Section 275 and Section 305 of the SFA by a relevant person which is:

  • (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

  • (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of which is an individual is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the securities under Section 275 and Section 305 of the SFA except:

  • (a) to an institutional investor or to a relevant person, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights or interests in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 and Section 305 of the SFA;

  • (b) where no consideration is given for the transfer; or

  • (c) where the transfer is by operation of law.

By accepting this presentation, the recipient hereof represents and warrants that he is entitled to receive such presentation in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein. Any failure to comply with these limitations may constitute a violation of law.

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Appendix 2:
Foreign jurisdictions
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Hong Kong

WARNING: This presentation has not been, and will not be, authorized by any regulatory authority in Hong Kong. No action has been taken in Hong Kong to authorize this presentation or to permit the distribution of this presentation or any presentations issued in connection with it. Accordingly, the securities have not been and will not be offered or sold in Hong Kong, by means of any document other than:

  • (a) to “professional investor" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under that ordinance; or

  • (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32) of Hong Kong or which do not constitute an offer to the public within the meaning of that ordinance or otherwise under Hong Kong law.

No advertisement, invitation or presentation relating to the securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this presentation, you should obtain independent professional advice.

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Appendix 3:
Risk factors
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This section discusses some of the key risks associated with an investment in Ingenia. A number of risks and uncertainties may adversely affect the operating and financial performance or position of Ingenia and in turn affect the value of Ingenia securities. These include specific risks associated with an investment in Ingenia and general risks associated with any investment in listed securities. The risks and uncertainties described below are not an exhaustive list of the risks facing Ingenia. Potential investors should carefully consider whether the new securities offered in the Capital Raising are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risks set out below.

General Risks

General investment
risks
There are risks associated with any stock market investment including:
˃
The demand for Ingenia securities may increase or decrease and Ingenia securities may trade above or below the
Issue Price on the ASX;
˃
If Ingenia issues new securities, an existing Securityholder’s proportional interest in Ingenia may be reduced; and
˃
The market price of the securities may be affected by factors unrelated to the operating performance of Ingenia
such as stock market fluctuations and volatility and other factors that affect the market as a whole.
Macro-economic
risks
Changes to economic conditions in Australia and internationally, investor sentiment and international and local stock
market conditions, changes in fiscal, monetary and regulatory policies such as interest rates and inflation may impact
on the performance of Ingenia.
Liquidity Turnover of Ingenia securities can be limited and it may be difficult for investors to buy or sell large lines of securities at
market prices.
Legislative and
regulatory risks
Changes in laws, regulation and government policy may affect Ingenia’s business and therefore the returns Ingenia is
able to generate.
Tax implications Future changes to the Australian taxation law including changes in interpretation or application of the law by the courts
or taxation authorities in Australia may impact future tax liabilities. This in turn could impact the value or trading price of
Ingenia securities and the taxation treatment of an investment in Ingenia or the holding costs or disposal of its
securities.
Litigation Ingenia may, in the ordinary course of business, be involved in possible litigation disputes (such as environmental and
workplace health and safety, industrial disputes and legal claims or third party claims). A material litigation may
adversely affect the operational and financial results of Ingenia.

p35

S ecific Risks p

Business strategy
risk
Ingenia’s business strategy is focused on growing the Group’s cash yielding rental portfolio through acquisition,
development and increasing occupancy. Ingenia’s future growth is dependent on the successful execution of this strategy.
Any change or impediment to implementing this strategy may adversely impact on Ingenia’s operations and future
financial performance.
Acquisition risks Ingenia is undertaking due diligence on three target acquisitions that Ingenia expects to transact in coming months.
Ingenia also has a significant potential acquisition pipeline that it is pursuing to drive future growth of the business. There
is no guarantee that Ingenia will be able to execute all current or future acquisitions.
Funding risk Ingenia’s ability to successfully execute its current growth strategy is dependent on Ingenia’s ability to secure funding at
commercial rates, as required. There is no guarantee that Ingenia will be able to maintain debt or equity at rates that make
this growth strategy attractive.
Development risk Ingenia has a large land and property development pipeline. Such projects have a number of risks including (but not
limited to): delays or issues around planning, application and regulatory approvals; development cost overruns;
environmental costs; project delays; issues with building and supply contracts; expected sales prices or timing of expected
sales or settlements not achieved.
A sustained downturn in the commercial, retail, industrial and/or residential property markets due to deterioration in the
economic climate could result in reduced development profits through lower selling prices or delays in achieving sales.
Personnel risk The ability of Ingenia to successfully deliver on its business strategy is dependent on retaining key employees of Ingenia.
The loss of senior management or other key personnel could adversely impact on Ingenia’s business and financial
performance.
Overseas portfolio Ingenia has recently contracted the sale of its NZ Students business. On completion of the sale Ingenia intends to return
the net capital to Australia. The quantum and timing of the net proceeds to be returned are subject to foreign currency
exchange rate fluctuations and delays in settlement.
Property valuations Factors affecting property valuations include capitalisation and discount rates, the economic growth outlook, land
resumptions and releases and major infrastructure projects. Such impacts on property valuations may lead to variations in
the valuation of Ingenia.

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Appendix 3:
Risk factors
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Specific Risks

Homeowner
turnover
The DMF model requires the new homeowners to purchase existing homes in Ingenia’s portfolio on the exit of existing
homeowners before Ingenia can realise its DMF receipts. This causes the cashflows of the DMF business to be lumpy
and any reduction to homeowner turnover will delay the collection of cash by Ingenia and therefore adversely impact
operating cashflow.
Inflation rates Higher than expected inflation rates could lead to increased development and/or operating costs. If such increased
costs cannot be offset by increased selling prices or rent, this could impact Ingenia’s future financial performance.
Rental Assistance The_Social Security Act 1991_(Cth) provides rental assistance for many properties which form part of Ingenia’s asset
portfolio. Any change to this legislation could result in a reduction in demand for these products and therefore impact
Ingenia’s business.
Asset impairment
risk
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. Changes to the carrying amounts of assets could have an adverse impact on the reported financial
performance of Ingenia.
Accounting
standards
Changes to accounting standards may affect the reported earnings of Ingenia from time to time. Any changes to the
valuation metrics used by property valuers may adversely impact Ingenia’s reported earnings.
Financial leverage Ingenia currently has bank debt which contains certain covenants in relation to the loan. Any breach to financial
covenants could result in the early enforced repayment of debt. Such repayment could incur capital losses if assets
need to be sold in a short period or securityholders may be diluted if equity needs to be raised at large discounts.
Increased
competition
Ingenia has done significant work in collating a comprehensive database of Lifestyle Parks and caravan parks used to
identify potential acquisitions. This provides Ingenia with a competitive advantage however any competition for targeted
acquisitions could impact on their ability to achieve the returns required to transact.
Future developments that compete with Ingenia’s existing portfolio could impact on Ingenia’s current business and
financial performance.
Distributions Future distributions and franking levels for Ingenia securities will be determined by the Directors having regard to the
operating results, future capital requirements, bank debt covenants and the financial position of Ingenia. There can be
no guarantee that Ingenia will continue to pay distributions or distributions at the current level.

p37