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MIRVAC GROUP — Capital/Financing Update 2008
Nov 4, 2008
65328_rns_2008-11-04_6f2e3190-3113-4724-8a54-4ba2d6c489e1.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
5 November 2008
Mirvac Group capital management initiatives
Summary:
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A$500 million fully underwritten equity raising (the “Offer”);
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Gearing will be reduced from 32.5 per cent, to 26.6 per cent[1] ;
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Available liquidity of approximately A$1.3 billion, sufficient to meet all forecast capital commitments over FY09 & FY10;
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Revised earnings guidance to reflect current market conditions; and
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Continued focus on investing in Australian investment grade properties and delivering pre-eminent Australian residential developments.
Mirvac Group (“Mirvac” or the “Group”) announced today that it was undertaking a capital raising to ensure its balance sheet and liquidity position are protected from the current volatility in the capital markets and threat of any economic slowdown.
Managing Director of Mirvac Group, Mr Nicholas Collishaw, said, “In these uncertain and volatile markets the Board and management have determined that it is prudent to pro-actively undertake a number of initiatives to strengthen Mirvac’s balance sheet, and position the Group to flexibly respond to changing market conditions.”
“Mirvac remains committed to its strategy of being an Australian focused business. Our business continues to focus on its core competencies of investing in investment grade Australian properties that provide stable income streams, as well as delivering pre-eminent Australian residential developments. Mirvac’s position as Australia’s leading premium residential developer was further strengthened with last weekend’s release of Mirvac’s latest oceanfront development, The Royal apartments in Newcastle, NSW, with A$50.0 million of exchanged contracts (subject to cooling off period) received for stage 1 of the project.”
Capital management & strategic initiatives
The Offer is part of a number of capital management and strategic initiatives, that Mirvac has implemented to strengthen its balance sheet and reduce gearing, including:
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A$500 million fully underwritten equity raising to repay debt, comprising an A$72 million institutional placement and A$428 million accelerated non-renounceable entitlement offer at a price of A$0.90 per stapled security;
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pro-actively engaging early with its banks on the roll-over of the approximately A$1.1 billion debt facility due to expire in June 2009 (A$458m drawn at 24 October 2008);
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selectively delaying the commencement of certain development starts, where management considers it prudent to do so, given the current dislocation in real estate and capital markets;
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reducing its non-core investment management offerings, with sales processes in place for several noncore funds; and
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conducting a strategic review of all corporate overheads.
1 Adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac’s A$4.1bn Investment Division including equity accounted non-residential property investments, A$14.0m provision against mezzanine loan investments and A$14.4m provision against investment management commitments as set out in the management presentation dated 5 November 2008.
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The entitlement offer will allow all persons who are securityholders as at 7.00pm (AEDT) on 5 November 2008 and have a registered address in Australia or New Zealand to participate in the Offer on a pro-rata basis to their existing holdings. All stapled securities issued as a result of the Offer will be fully paid and rank equally with existing Mirvac stapled securities on issue.
Benefits of the Offer
Given the current market volatility, Mirvac’s Board and management believe the Offer will provide a number of benefits to Mirvac, including:
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strengthening Mirvac’s balance sheet in an environment where investors are focused on capital security for their investments;
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reducing gearing from 32.5 per cent from 26.6 per cent[2] ;
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increasing existing debt covenant headroom; and
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increasing available funds to approximately A$1.3 billion, which is sufficient to meet all forecast capital commitments over FY09 & FY10.
Mr Collishaw added, “Adopting an effective de-leveraging strategy in this market is imperative as it positions the Group to manage the business through the current market whilst also providing flexibility for future opportunities. We will continue to adopt this prudent approach in managing Mirvac’s gearing.”
Revised FY09 earnings guidance
Mirvac’s Board and management have undertaken a detailed review of Mirvac’s earnings in light of the current market deterioration, and believe that it is prudent to update the guidance previously provided on 22 July 2008. Earnings for FY09 have been revised to 13.4 cents per stapled security on a post equity issuance basis (15.9 cents per stapled security pre equity issuance), from previous guidance of 23-25 cents per stapled security.
Mr Collishaw said, “Importantly revised guidance is based on a stable rental income stream from Mirvac’s investment (Mirvac Property Trust) portfolio and a conservative assessment of Mirvac’s development and investment management earnings.”
“The revised development earnings reflect a conservative assessment of forecast residential settlements and sales based on current market conditions, which are being impacted by negative consumer sentiment and low home ownership affordability. Despite the current uncertainty, Mirvac believes that the residential market and demand for Mirvac residential product should be supported in the long term by an undersupply of housing, rising rental costs, government stimulus, and falling interest rates.”
Given the conservative approach to the revised FY09 earnings guidance, Mirvac intends to distribute 13.4 cents per stapled security for the year ending 30 June 2009.
Mr Collishaw added, “Whilst we face uncertain economic times, our Board and management remain committed to executing our strategy and delivering long-term value for securityholders.“
J.P. Morgan acted as financial advisor.
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, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (U.S. Person)). Securities may not be offered of sold in the United States or to, or for the account or benefit of, any U.S. Person absent registration or an exemption from the registration.
For further information, please contact
Nicholas Collishaw Managing Director Tel +61 2 9080 8000
Investor Relations: Media: Adam Crowe Kate Lander Tel +61 2 9080 8652 Tel +61 2 9080 8397
2 Adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac’s A$4.1bn Investment Division including equity accounted non-residential property investments, A$14.0m provision against mezzanine loan investments and A$14.4m provision against investment management commitments as set out in the management presentation dated 5 November 2008.
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Mirvac Group capital ManaGeMent initiatives
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DisclaiMer
Mirvac Group comprises Mirvac Limited ABN 92 003 280 699 and Mirvac Property Trust ARSN 086 780 645. This Presentation has been prepared by Mirvac Limited and Mirvac Funds Limited (ABN 70 002 561 640, AFSL number 233121) as the responsible entity of Mirvac Property Trust (collectively Mirvac).
Summary information
This Presentation contains summary information about Mirvac Group and its activities current as at 30 October 2008. The information in this Presentation does not purport to be complete. It should be read in conjunction with Mirvac Group’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.
Not financial product advice
This Presentation is not financial advice or a recommendation to acquire Mirvac Group stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction.
Mirvac Limited is not licensed to provide financial product advice in respect of Mirvac Group stapled securities. Cooling off rights do not apply to the acquisition of Mirvac Group stapled securities.
Financial data
All dollar values are in Australian dollars (A$) and financial data is presented within the financial year end of 30 June unless otherwise stated. The pro forma historical financial information included in this Presentation 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.
Future performance
Forward looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.
An investment in Mirvac Group stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Mirvac Group, including possible delays in repayment and loss of income and principal invested. Mirvac does not guarantee any particular rate of return or the performance of Mirvac Group nor do they guarantee the repayment of capital from Mirvac Group or any particular tax treatment. Persons should have regard to the risks outlined this Presentation.
Past performance
Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Not an offer
This Presentation is not an offer or an invitation to acquire Mirvac Group stapled securities or any other financial products. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any ‘US person’ (as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act) (US Person)). Mirvac Group stapled securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US Person without being so registered or pursuant to an exemption from registration.
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executive suMMary
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Mirvac Group ( Mirvac ) is undertaking an equity issuance to ensure its balance sheet and liquidity osition are rotected from continued ca ital market volatilit and economic deterioration p p p y Fully underwritten capital raise of a$500.0m at a$0.90 per security
proceeds used to re a debt p y
post equity issuance gearing will be reduced from 32.5 per cent, to 26.6 per cent[ 1]
Fy09 operating earnings guidance is reduced to 15.9cpss pre capital raising, and 13.4cpss post ca ital raisin re resentin derisked rental income p g, p g
Fy09 Dps at 13.4cpss
Mirvac will continue to focus on core competencies delivering earnings from:
australian investment grade assets
pre-eminent australian residential development
- 1) adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac’s a$4.1bn investment Division including equity accounted non-residential property investments, a$14.0m provision against mezzanine loan investments and a$14.4m provision against investment management commitments as set out on page 6 of this presentation
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issuance beneFits
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via the repayment of debt Mirvac will:
strengthen its balance sheet in an environment where investors are focused on capital adequacy
im rove debt covenant headroom p
reduce earin to 26.6 er cent[ 1] g g p
reduce interest cost
reduce reliance on debt roviders p
increase available funds to a$1,268.8m
1) adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac’s a$4.1bn investment Division including equity accounted non-residential property investments, a$14.0m provision against mezzanine loan investments and a$14.4m provision against investment management commitments as set out on page 6 of this presentation
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capital ManaGeMent
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Mirvac currently complies with all debt covenants
Mirvac has two main debt covenants:
total liabilities/total tangible assets
- interest cover ratio (ebitDa/interest)[ 1 ]
post equity issuance:
- total liabilities/total tangible assets is 37.3 per cent[ 2] > interest cover of 2.5x[ 3]
covenants limited to Mirvac balance sheet with no look throu h covenants g
no recourse to Mirvac from off balance sheet debt
e uit raise further stren thens Mirvac’s osition with si q y g p gnificant headroom on all covenants
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1) interest expense for icr covenant calculation is based on statutory profit and loss
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2) adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac’s a$4.1bn investment Division including equity accounted non-residential property investments, a$14.0m provision against mezzanine loan investments and a$14.4m provision against investment management commitments as set out on page 6 of this presentation
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3) Fy09 icr forecast to be 2.8x excluding one off provisions (eg. restructuring, mezzanine loans)
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capital ManaGeMent
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Funding profile
a$1,268.8m of available funds, sufficient to meet all debt maturities and capital commitments over Fy09 & Fy10
Mirvac has proactively engaged early with its banks on the roll-over of its Jun-09 facility of a$1,112.5m (a$458.0m drawn at 24 october 2008) and is targeting to have terms agreed by Dec-08
Mirvac funding profile over Fy09 & Fy10 (a$m)
| undrawn/ | Funding commitments | ||||
|---|---|---|---|---|---|
| Funding source | Quantity of Funding source | Drawn Debt Facilities | available liquidity | Fy09 &Fy10 | |
| capital raise | a$500.0m | n/a | a$500.0m | n/a | |
| Jun-09 Debt facility | a$1,112.5m | a$458.0m | a$654.5m | a$0m | |
| Debt - Mtn Mar-10 | a$300.0m | a$300.0m | a$0m | a$300.0m | |
| non recourse project debt | a$77.0m | a$74.3m | a$2.7m | n/a | |
| Facilities rolling post Jun-10 | a$2,025.5m | a$1,913.9m | a$111.6m | n/a | |
| Total | A$4,015.0m | A$2,746.2m | A$1,268.8m | A$300.0m | |
| Funding Buffer | A$968.8m |
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pro ForMa stateMent oF Financial position
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| 30-Jun-08 | adjustments | pro forma1 | |
|---|---|---|---|
| a$m | a$m | a$m | |
| Assets | |||
| cash and cash equivalents | 29.3 | 29.3 | |
| receivables | 492.7 | (14.0) | 478.7 |
| inventories | 1,684.0 | 1,684.0 | |
| investment properties | 3,436.8 | (150.8) | 3,286.0 |
| intangibles | 320.8 | 320.8 | |
| investments | 600.2 | 600.2 | |
| otherassets | 929.0 | 929.0 | |
| Total Assets | 7,492.8 | (164.8) | 7,328.0 |
| Liabilities | |||
| interest bearing debt | 2,453.1 | (481.5) | 1,971.6 |
| other liabilities | 629.5 | 14.4 | 643.9 |
| Total Liabilities | 3,082.6 | (467.1) | 2,615.5 |
| Net Assets | 4,410.2 | 302.3 | 4,712.5 |
| nta per stapled security ($) | 3.77 | 2.68 | |
| Gearing Ratios: | |||
| total interest bearing debt less cash / total assets less cash | 32.5% | 26.6% | |
| total interest bearing debt / total tangible assets | 34.2% | 28.1% | |
| total liabilities / total tangible assets | 43.0% | 37.3% |
1) as at 30 June 2008, adjusted for equity raising and an illustrative unaudited 25 basis point increase in capitalisation rates across Mirvac’s a$4.1bn investment Division, including equity accounted non-residential property investments (please note valuation adjustment is not allocated per statutory accounting line items), a$14.0m provision against mezzanine loan investments and a$14.4m provision against investment management commitments. excludes the impact of securities issued under Mirvac’s Distribution reinvestment plan relating to the June 2008 and september 2008 distributions which in total raised a$102.0m with 37.0m new stapled securities being issued. no adjustment has been made to the value of derivative financial instruments resulting from movements in interest rates between 30 June 2008 and 29 october 2008, which have a current estimated mark to market position of (a$28.0m) compared to a$95.1m at 30 June 2008
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reviseD earninGs GuiDance
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operating earnings guidance for Fy09 has been revised to 13.4cpss (post-equity issuance) from 23cpss (low range guidance)
Main drivers for reduced operating earnings guidance include: > removal of profit from sale of inventory - a$50.2m
delay in residential settlements
provision of a$14.0m against mezzanine loan investments
provision of a$14.4m against investment management commitments
elimination of establishment fees - a$3.8m
increased number of securities on issue
Mirvac’s investment Division, underpinned by Mirvac property trust, continues to perform in line with bud et g
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revised Fy09 operating earnings guidance
| previous low range | pro-forma Fy09 | |||
|---|---|---|---|---|
| Guidance bydivision | Fy09guidance a$m | post capital raise a$m | basis for revisedguidance | Keyassumptions |
| investment (Mpt) | 235 | 243 | > reduction in interest cost | > no asset sales assumed |
| > reduction of overhead cost | ||||
| > achieve rent review targets and | ||||
| let up assumptions | ||||
| > co-investments perform in line with guidance | ||||
| Development | 120 | 22 | > removal of proft from disposal of | > reduction of overhead cost |
| non-residential development | > achievement of forecast sales rates | |||
| > removal of proft from disposal of | ||||
| inventory into managed funds | ||||
| > reduction in forecast residential | ||||
| settlements | ||||
| > delay in project completion | ||||
| investment | 20 | (19) | > write down in mezzanine loans | > minimal acquisition and advisory fees |
| Management | > provision for Domaine and future | > reduction of overhead cost | ||
| (including hotels) | fee commitment | > complete consolidation and exit | ||
| > decrease in Quadrant establishment fees | non-core businesses and funds | |||
| and mark to market of equity portfolio | ||||
| corporate overheads, | (107) | (47) | > decrease in tax as a result of lower | |
| tax and eliminations | corporate earnings | |||
| > reduction of elimination as a result | ||||
| of lower sales | ||||
| > reduction in overhead costs | ||||
| npat | 268 | 199 | ||
| eps (cpss) | 23.0 | 13.4 | ||
| Dps (cpss) | 20.0 | 13.4 | > reduce dividends to refect | |
| operating earnings |
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Deep Discount to asset value
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For illustrative purposes only
Mirvac’s covenants can withstand significant asset value deterioration
offer provides attractive value proposition despite expected expansion in capitalisation rates > nta implies no value for residential development platform
capitalisation rate sensitivity
| capitalisation rate sensitivity | ||||||
|---|---|---|---|---|---|---|
| Cap rate expansion – Mirvac Investment Division | 0bps 1 | 25bps | 50bps | 100bps | 150bps | 200bps |
| total asset devaluation | 0% | (3.7%) | (7.1%) | (13.2%) | (18.6%) | (23.4%) |
| asset devaluation (a$m) | 0 | (151.0) | (291.0) | (543.0) | (764.0) | (960.0) |
| total liabilities/total tangible assets | 37.3% | 38.1% | 38.9% | 40.5% | 41.9% | 43.2% |
| Gearing | 26.6% | 27.2% | 27.7% | 28.8% | 29.7% | 30.6% |
| implied nta | $2.68 | $2.59 | $2.50 | $2.35 | $2.21 | $2.09 |
| nta discount | (66.4%) | (65.2%) | (64.0%) | (61.6%) | (59.3%) | (57.0%) |
1) as at 30 June 2008 adjusted for a$500.0m equity raising and illustrative unaudited 25 bps increase in capitalisation rates across Mirvac’s a$4.1bn investment Division, including equity accounted non-residential property investments, a$14.0m provision against mezzanine loan investments and a$14.4m provision against investment management commitments as set out on page 6 of this presentation, and excludes June 2008 and september 2008 Drp impact
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peer coMparison
FY09 Distribution yield comparison[ 1]
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16%
14
12
10
8
6
MIRVAC MIRVAC STOCKLAND WESTFIELD COLONIAL COLONIAL DEXUS
(MGR) (MGR) (SGP) (WDC) RETAIL OFFICE (DXS)
PRE [ 2] POST [ 3] (CFX) (CPA)
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- 1) Peer’s Distribution per Bloomberg median consensus estimates, stock prices as at 29 October
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Balance sheet gearing[ 4]
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40%
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30
20
10
0
MIRVAC MIRVAC STOCKLAND WESTFIELD COLONIAL COLONIAL DEXUS
(MGR) (MGR) (SGP) (WDC) RETAIL OFFICE (DXS)
PRE POST (CFX) (CPA)
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4) Peer’s gearing per last publicly stated position
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2) Mirvac DPS 15.9ccps pre raising and 10 day VWAP A$1.61
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3) Mirvac DPS 13.4ccps post raising and issue price A$0.90
Trading price discount to NTA[5]
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10%
0
(10)
(20)
(30)
(40)
(50)
(60)
(70)
(80)
(90)
(100)
MIRVAC MIRVAC STOCKLAND WESTFIELD COLONIAL COLONIAL DEXUS
(MGR) (MGR) (SGP) (WDC) RETAIL OFFICE (DXS)
PRE POST (CFX) (CPA)
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- 5) Peer’s NTA per last publicly stated NTA, stock prices as at 29 October. MGR post adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac's A$4.1bn Investment Division including equity accounted non-residential property investments, A$14.0m provision against mezzanine loan investments and A$14.4m provision against investment management commitments as set out on page 6 of this presentation
Geographic asset exposure % (on balance sheet)[ 6]
AUSTRALASIA OFFSHORE
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100%
80
60
40
20
0
MIRVAC MIRVAC STOCKLAND WESTFIELD COLONIAL COLONIAL DEXUS
(MGR) (MGR) (SGP) (WDC) RETAIL OFFICE (DXS)
PRE POST (CFX) (CPA)
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- 6) Peer’s asset exposure per last publicly stated on-balance sheet position
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conclusion
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Mirvac is simplifying its business model by focusing on its core competencies: > investment in australian investment grade assets; and > pre-eminent australian residential develo ments p
earnings are underpinned by:
passive and secure rental income from australian investment grade assets > a$1.03bn of exchanged contracts
Mirvac is well in the australian residential market positioned to benefit from a recovery
conservativel eared business 26.6 er cent ost raisin y g p p g[ 1]
the capital raised will provide sufficient liquidity to meet forecast capital commitments to at least the end of Fy10
throu h an e uit issuance Mirvac will secure its latform to face the current market volatilit g q y p y
1) adjusted for illustrative pro forma 25 basis point increase in capitalisation rates across Mirvac’s a$4.1bn investment Division including equity accounted non-residential property investments, a$14.0m provision against mezzanine loan investments and a$14.4m provision against investment management commitments as set out on page 6 of this presentation
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appenDix
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the royal, newcastle, nsw (artist’s iMpression)
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Divisional upDate
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investment Division
investment structure remains focused with all o eratin earnin s ori inated in australia p g g g
earnings are underpinned by a diversified, securely leased australian investment portfolio
Mirvac property trust continues to perform well with rental growth secured, forecast at 4 per cent in Fy09 (93.5 per cent of Fy09 reviews are fixed or cpi linked)
Key trust metrics:
- portfolio wale of 6.1 years
Minimal lease expiry in Fy09 (9.0 per cent expiring in Fy09 with terms agreed for 3.6 per cent ytD)
portfolio occu anc of 97 er cent p y p
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investment Management
Management is in the process of exiting its non-core funds offerings and continues to focus on artnershi s and oint ventures p p j
hotel business unit is performing in line with budget. this is a reflection on the focus of the Group to mana e redominatel core australian cbD based hotels g p y
De reciation in australian dollar likel to increase relative attractiveness of domestic tourism p y
Mirvac manages 40 hotels, with secured management contracts that will deliver an additional 6 hotels over next 4 years
Mirvac continues to expand the hotels management business with capital allocated to increase number of mana ement contracts g
corporate costs
strate ic review of cor orate overhead re uirements ro ressin g p q p g g
restructuring charges of a$9.8m in Fy09 (non-recurring, included in operating earnings)
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Development Division
Mirvac’s position as australia’s pre-eminent residential developer is evidenced by a$1.03bn in exchanged contracts as at september 2008
Development earnings guidance underpinned by a$479m of exchanged contracts forecast to settle in Fy09
Forecast settlement of exchanged contracts
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500 A$M
400
300
200
100
0
FY 09 FY 10 FY 11
$479 $301 $253
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Mirvac’s leading position as australia’s premium residential developer was further strengthened with last weekend’s release of Mirvac’s latest oceanfront development, the royal apartments in newcastle, nsw, with a$50.0m of exchanged contracts (subject to cooling off period) received for stage one of the project.
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Divisional upDate
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Development residential Mirvac is well positioned to benefit from a future recovery in the australian residential market
NEGATIVE CONSUMER SENTIMENT
LOW HOME OWNERSHIP AFFORDABILITY HAVE RESULTED IN
UNDERSUPPLY OF HISTORICALLY LOW INCREASES IN RESIDENTIAL RECENT GOVERNMENT RESIDENTIAL DWELLINGS RENTAL VACANCY RATES RENTAL COSTS STIMULUS INITIATIVES WHICH TOGETHER WITH
LOWER INTEREST RATES AND VOLATILITY IN ALTERNATIVE ASSET CLASSES
CREATE
POTENTIAL TO STIMULATE DEMAND FOR MIRVAC RESIDENTIAL PRODUCT
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Funding
The real estate investment and development industry tends to be highly capital intensive. The ability of Mirvac to raise funds on favourable terms for future refinancing, development and acquisitions depends on a number of factors including general economic, political, and capital and credit market conditions. The inability of Mirvac to raise funds on favourable terms for future acquisitions, developments and refinancing could adversely affect its ability to acquire or develop new properties or refinance its debt.
Market price
The market price of Mirvac securities will fluctuate due to various factors including general movements in interest rates, the Australian and international general investment markets, and economic conditions, global geo-political events and hostilities, investor perceptions and other factors that may affect the Group’s financial performance and position. The market price of Mirvac securities could trade on the ASX at a price below their issue price.
Credit Ratings
The price of Mirvac securities and Mirvac’s ability to access debt at a reasonable cost may be affected by a ratings downgrade.
Interest rates
Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact Mirvac’s earnings before interest and asset values due to any impact on property markets in which the Group operates.
Debt covenants
Mirvac has various covenants in relation to its banking facilities, including interest cover and gearing ratio requirements. Factors such as falls in asset values and the inability to achieve timely asset sales at prices acceptable to Mirvac could lead to a breach in debt covenants. In such an event, Mirvac’s lenders may require their loans to be repaid immediately.
Taxation implications
You should be aware that future changes in Australian taxation law including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Mirvac securities, or the holding and disposal of those securities. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Mirvac operates, may impact the future tax liabilities of the Group.
Realisation of assets
Property assets are by their nature illiquid investments. This may make it difficult to alter the balance of income sources in the Mirvac in the short term in response to changes in economic or other conditions.
Investment in Funds and Joint Ventures
The net asset value of Mirvac’s investment in Funds and Joint Ventures may decrease if the value of the property assets in those funds were to decline.
Employees
The Group is reliant on retaining and attracting quality senior executives and other employees. The loss of the services of any of Mirvac’s senior management or key personnel, or the inability to attract new qualified personnel, could adversely affect the Group’s operations.
Customers
Insolvency or financial distress of Mirvac’s tenants may reduce the income received from its assets.
Counterparty/credit risk
Third parties, such as tenants, developers and other counterparties to contracts may not be willing or able to perform their obligations to the Group.
Insurance
The Group purchases insurance, customarily carried by property owners, managers, developers and construction entities, that provides a degree of protection for its assets, liabilities and people. There are however certain risks that are uninsurable (e.g nuclear, chemical or biological incidents) or risks where the insurance coverage is reduced (e.g cyclone or earthquakes). Further, insurance markets may be detrimentally affected by the current global downturn such that insurance becomes more expensive or the financial ability of insurance companies to respond to claims is diminished.
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Property market risks
Mirvac will be subject to the prevailing property market conditions in the countries and sectors in which it operates. Adverse changes in market sentiment or market conditions may impact Mirvac’s ability to acquire, manage or develop assets, as well as the value of Mirvac’s properties. These impacts could lead to a reduction in earnings or the carrying value of assets.
Change in value and income of properties
Returns from investment in properties largely depend on the rental income generated from the property and the expenses incurred in its operation, including the management and maintenance of the property as well as the changes in the market value of the property. Rental income and/or the market value of properties may be adversely affected by a number of factors, including:
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a) the overall conditions in the national and local economy;
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b) local real estate conditions;
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c) the perception of prospective customers regarding attractiveness and convenience of properties and the intensity of competition with other participants in the real estate industry;
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d) the convenience and quality of properties;
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e) unforeseen capital expenditure;
f) supply of developable land, new properties and other investment properties; and
g) investor demand/liquidity in investments.
Acquisitions
A key element of Mirvac’s future strategy will involve the acquisition of properties to add to its property portfolio. Whilst it is Mirvac’s policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions.
Development
The Group is involved in the development of residential and non-residential real estate. Development risks include changes in construction costs and development timetables.
Regulatory issues and changes in law
Mirvac is subject to the usual business risk that there may be changes in laws that reduce income or increase costs.
Change in capitalisation rates
The capitalisation rates considered appropriate by independent valuers may change in response to market conditions.
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 Mirvac’s assets.
Competition
Competition may lead to an oversupply through overdevelopment or to prices for existing properties or services being inflated via competing bids by prospective purchasers.
Fixed nature of significant costs
Significant expenditures associated with each investment, such as mortgage payments, maintenance costs, employee costs and taxes are generally not reduced when circumstances cause a reduction in income from investment. The value of an asset owned by the Group may be adversely affected if the income from the asset declines and other related expenses remain unchanged.
Forward looking statements
There can be no guarantee that the assumptions and contingencies in which the forward looking statements, opinions and estimates (including projections, guidance on future earnings and estimates) will ultimately prove to be valid or accurate. The forward looking statements, opinions and estimates depend on various factors, many of which are outside the control of the Group.
OH&S
If the Group fails to comply with necessary OH&S legislative requirements across the jurisdictions the Group operates, it could result in fines, penalties and compensation for damages as well as reputational damage to the Group.
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Glossary
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| term | Meaning |
|---|---|
| asx | australian securities exchange or asx limited or the fnancial market which it operates as the case requires |
| cap rate | capitalisation rate |
| cpss | cents per stapled security |
| cpi | consumer price index |
| Dps | Distribution per stapled security |
| ebitDa | earnings before interest tax depreciation and amortisation |
| eps | earnings per stapled security |
| Fy | Financial year (July to June) |
| Gearing | interest bearing liabilities less cash divided by assets less cash |
| icr | interest coverage ratio (ebitDa/interest) |
| npat | net proft after tax |
| nta | net tangible assets |
| Mpt | Mirvac property trust |
| Mtn | Medium term note |
| operating earnings | operating earnings is a fnancial measure which is not prescribed by australian accounting standards and represents the proft under australian accounting standards adjusted for specifc non-cash items and other signifcant items which management consider to refect core earnings. |
| s&p/asx a-reit index | standard & poor’s/australian securities exchange australian real estate investment trust index |
| vwap | volume weighted average price |
| wale | weighted average lease expiry |
| ytD | year to date |
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