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MIRVAC GROUP — Investor Presentation 2010
Apr 28, 2010
65328_rns_2010-04-28_c7fd3b79-b700-48eb-bd5f-5b765011339f.pdf
Investor Presentation
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Mirvac Group proposed acQuisition oF westpac oFFice trust
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28 april 2010
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275 kent street, sydney, nsw
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iMportant notice and disclaiMer
Mirvac Group comprises Mirvac Limited ABN 92 003 280 699 and Mirvac Property Trust ARSN 086 780 645. This presentation (“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” or “Mirvac Group”). Mirvac Limited is the issuer of Mirvac Limited ordinary shares and Mirvac Funds Limited is the issuer of Mirvac Property Trust ordinary units, which are stapled together as Mirvac Group stapled securities.
Summary information
This Presentation contains summary information about Mirvac Group and its activities and the proposed trust scheme for Westpac Office Trust (“WOT”) (the ”Offer”) current as at 28 April 2010. The information in this Presentation is subject to change without notice, does not purport to be complete or comprehensive and is provided only for the purposes of gaining a general understanding of the proposed Offer, and does not purport to summarise all information that an investor should consider when making an investment decision. 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, and the explanatory memorandum that is expected to be sent to eligible WOT unitholders and instalment receipt (”IR”) holders on or around 11 June 2010 (“Explanatory Memorandum”). The Explanatory Memorandum will be available to WOT unitholders and IR holders at www.westpacfunds.com.au when available.
To the maximum extent permitted by law, Mirvac, its affiliates, officers, employees, agents and advisors do not make any warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Presentation and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence). Only the final Explanatory Memorandum, when available, may be relied upon in relation to the Offer.
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Not financial product advice
This Presentation is not financial advice or a recommendation to acquire Mirvac Group stapled securities, to sell WOT units or IRs or participate in the Offer 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 Explanatory Memorandum and the appropriateness of the information in this Presentation and the Explanatory Memorandum having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. Mirvac Limited is not licensed to provide financial product advice in respect of Mirvac Limited shares or Mirvac Group stapled securities. Cooling off rights do not apply to the acquisition of Mirvac Group stapled securities.
To the extent that general financial product advice in respect of the acquisition of Mirvac Property Trust units as a component of Mirvac Group stapled securities or the disposal of WOT units or IRs is provided in this Presentation, it is provided by Mirvac Funds Limited. Mirvac Funds 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 Mirvac Funds 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. Mirvac Funds Limited is a wholly owned subsidiary of Mirvac Limited.
Financial data
All dollar values are in Australian dollars (A$) and financial data is presented for the half year end 31 December 2009 unless otherwise stated. For example, this Presentation presents gearing ratios for Mirvac Group, which are calculated in accordance with Mirvac Group’s debt covenants.
These measures are not measures of or defined terms of financial performance, liquidity or value under AIFRS or U.S. GAAP. Moreover, certain of these measures may not be comparable to similarly titled measures of other companies.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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iMportant notice and disclaiMer
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Future performance
This Presentation contains certain “forward looking” statements. The words “anticipated”, “expected”, “projections”, “forecast”, “estimates”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. 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, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.
There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, Mirvac Group 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.
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. Please see the risks section of the Explanatory Memorandum (when issued) for further details. Mirvac does not guarantee
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 and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. The offer to acquire Mirvac Group stapled securities will be made via the Explanatory Memorandum as part of the trust scheme. 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.
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. Prospective investors should have regard to the risks outlined in this Presentation.
in this presentation a reFerence to the ‘oFFer’ is a reFerence to the proposed acQuisition oF all wot units and irs FroM wot unitholders and ir holders at the applicable record date by Mirvac to be iMpleMented under a trust scheMe, that is subject to, aMonGst other thinGs, approval by a MeetinG oF wot unitholders.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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eXecutive suMMary
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Mirvac Group (“Mirvac”) has made an offer to acquire all of the units and instalment receipts (“ir”) in westpac office trust (“wot”) for consideration valued at $0.86 per wot unit (the ”offer”)
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under the offer, wot unitholders and ir holders[ 1] have the option of electing to receive either[ 2] 100 per cent Mirvac scrip consideration at a ratio of 0.597 Mirvac stapled securities for every one wot unit held[ 3] , or 0.597 Mirvac irs for every one wot ir held (”scrip option”), or cash of $0.86[ 4] per wot unit (”cash option”)
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the offer delivers a number of strategic benefits to wot unitholders and ir holders[ 1] including:
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consideration represents a 14.6 per cent premium to 30 day vwap[ 5] and 2.4 per cent premium to nta[ 6]
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solution to wot’s significant near-term funding challenges
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ability to maintain ir structure substantially on the same terms
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strategic benefits to existing Mirvac securityholders include:
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Fy11 Mirvac property trust eps accretion of 3.0 per cent[ 7, 8, 9 ]
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improves the quality and metrics of Mirvac’s investment portfolio
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reinforces Mirvac’s position as a top four entity of the s&p/a-reit 200 index[ 10]
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the offer will be implemented via the scheme (”scheme”) requiring wot unitholder approval
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the directors of westpac Funds Management limited (“wFMl”) who are independent of the westpac Group, have unanimously recommended that wot unitholders vote in favour of the scheme, subject to the findings of the independent expert’s report and in the absence of a superior proposal.
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1) wot unitholders and ir holders with registered addresses outside australia and new Zealand will, to the extent they would otherwise become entitled to Mirvac stapled securities, have those Mirvac stapled securities sold through the sale facility (”sale Facility”) on their behalf.
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2) if wot unitholders and ir holders do not make an election they will be deemed to have elected the scrip option.
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3) based on Mirvac stapled security five day vwap to 27 april 2010.
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4) subject to a cap of $200 million. in the event that demand for the cash option from wot unitholders and ir holders exceeds $200 million, the demand exceeding $200 million will be satisfied via the issue of Mirvac stapled securities valued at $0.86 per wot unit (based on Mirvac stapled security five day vwap to 27 april 2010).
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5) prior to exclusive due diligence asX announcement on 7 april 2010.
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6) consequent upon a change of control following the Mirvac offer the $7.8 million accrued performance fee becomes payable in cash which reduces nta to $0.82 per unit.
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7) Full details of assumptions underlying these calculations will be contained in the explanatory Memorandum to be provided to eligible wot unitholders and ir holders on or around 11 june 2010.
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8) assumes all wot unitholders and ir holders elect to receive the scrip option and that Mirvac retires 100 per cent of wot’s debt facilities.
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9) post dilution from 14 april 2010 allotment of securities relating to 7 april 2010 equity raising. this assumes $500 million raised including full $150 million from security purchase plan (”spp”) (closes on 6 May 2010). 10) based on market capitalisation as at 27 april 2010.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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key oFFer terMs
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wot unitholders and ir holders[ 1] will receive consideration valued at $0.86 per wot unit[ 2]
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wot unitholders and ir holders[ 1] will have the option of electing to receive either:[ 3]
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scrip option — 0.597 Mirvac stapled securities for every one wot unit held or 0.597 Mirvac irs for every one wot ir held, valued at $0.86 per wot unit[ 2] ; or
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cash option — $0.86 cash per wot unit[4]
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the terms of the Mirvac irs and associated funding will be substantially similar to those of the wot irs
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all Mirvac stapled securities issued pursuant to the scheme will rank equally with existing Mirvac stapled securities, with full entitlement to Mirvac’s september quarter distribution[ 5]
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a sale Facility will be available to wot unitholders and ir holders should they wish to sell any Mirvac stapled securities received under the offer
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the offer will be implemented via the scheme requiring wot unitholder approval
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Further details of the offer will be outlined in the explanatory Memorandum which is expected to be sent to eligible wot unitholders and ir holders on or about 11 june 2010
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as part of the scheme, and in the event that wot unitholders approve the scheme, westpac will receive $15 million consideration for agreement to forgo future management fees, transaction and advisory fees and entering into various agreements in relation to the scheme
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1) wot unitholders and ir holders with registered addresses outside australia and new Zealand will, to the extent they would otherwise become entitled to Mirvac stapled securities, have those Mirvac stapled securities sold through the sale Facility on their behalf.
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2) based on Mirvac stapled security five day vwap to 27 april 2010.
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3) if wot unitholders and ir holders do not make an election they will be deemed to have elected the scrip option.
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4) subject to a cap of $200 million. in the event that demand for the cash option from wot unitholders and ir holders exceeds the cap, the demand exceeding $200 million will be satisfied via the issue of Mirvac stapled securities, valued at $0.86 per wot unit (based on Mirvac stapled security five day vwap to 27 april 2010).
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5) assuming implementation at 21 july 2010.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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rationale and iMpact — wot unitholders and ir holders
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> wot as a stand-alone vehicle currently faces funding challenges:
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100 per cent of debt matures in calendar year 2011. cost of debt is currently significantly below market:
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$216 million westpac term debt facility expiring in july 2011 at a margin of 0.65 per cent
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$505 million cMbs expiring in november 2011 at a margin of 0.276 per cent
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higher interest costs are likely to be incurred resulting in a material reduction to wot earnings and distributions (assuming that wot is able to refinance its debt at current gearing levels)
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difficulty in funding future significant development and capital expenditure
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balance sheet Gearing at 31 december 2009 of 61.7 per cent (versus pro forma Mirvac balance sheet Gearing of 25.2 per cent)[ 1]
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proposed transaction represents a solution to funding challenges via Mirvac’s liquidity position of approximately $1.6 billion[ 2]
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the terms of the Mirvac irs and associated funding will be substantially similar to those of the wot irs
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pricing of the offer is attractive when compared with both wot’s trading performance prior to announcement of Mirvac’s exclusive due diligence on wot[ 3] and nta[ 5] :
Offer price a premium to trading performance and NTA of WOT
Trading performance of WOT
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$1.00 $0.90 WOT Price Offer Price ($0.86)
Premium 12.4% Premium 14.2% Premium 15.9% Premium 2.4%
$0.80 Implied $0.85 7 April 2010
$0.60 $0.77 $0.75 $0.74 $0.84 Offer Price$0.86 [4] $0.80 Mirvac was inannouncementexclusive due
$0.75 diligence
$0.40
$0.70
$0.20
$0.65
$0.00 $0.60
6 April 1 month 3 month NTA [ 5] Apr 09 Jun 09 Aug 09 Oct 09 Dec 09 Feb 10 Apr 10
closing price [ 3] pre-ann VWAP [ 3] pre-ann VWAP [ 3]
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1) assuming $150 million spp and all wot unitholders and ir holders elect to receive the scrip option.
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2) 31 March 2010 cash on hand plus undrawn debt facilities and $500 million capital raising.
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3) Mirvac announced on 7 april 2010 that it was in exclusive due diligence with wFMl for a potential acquisition of all units and irs in wot.
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4) the scrip option equals 0.597 Mirvac stapled securities for every one wot unit held.
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5) consequent upon a change of control following the Mirvac offer the $7.8 million accrued performance fee becomes payable in cash which reduces nta to $0.82 per unit.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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rationale and iMpact — wot unitholders and ir holders
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transaction provides an opportunity to become a Mirvac securityholder, benefts of which include:
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More widely traded investment in a top four entity of the s&p/a-reit 200 index[ 1]
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post transaction conservative balance sheet Gearing of 25.2 per cent[ 2]
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experienced management team and corporate history of 38 years
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prudent through cycle target npat earnings mix of 80 per cent trust and 20 per cent corporate
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exposure to potential upside from Mirvac’s diversifed investment business:
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Geographic and asset sector diversification
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recovery in commercial market fundamentals fuelled by decline in supply, growth in employment and increased business confidence
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income diversification across a wider group of australian investment grade assets
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exposure to potential upside from Mirvac’s integrated development business:
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Mirvac believes now is an attractive point in australia’s economic and real estate cycle to develop residential and investment assets
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ability to further develop woolworths nso, norwest via Mirvac’s development capabilities: design, construction and development management[ 3]
Management effciencies of wot portfolio realised via Mirvac asset Management platform
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1) based on market capitalisation as at 27 april 2010.
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2) assuming $150 million spp and all wot unitholders and ir holders elect to receive the scrip option.
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3) subject to agreement with woolworths.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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rationale and iMpact — Mirvac securityholders
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transaction expected to deliver 3.0 per cent[ 1] eps accretion to Mirvac property trust in Fy11[ 2, 3]
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acquisition cost savings via the scheme versus direct acquisition
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increases Mirvac’s investment portfolio to $5.7 billion via the acquisition of $1.1 billion in high quality australian assets[ 4]
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reinforces Mirvac’s position as a top four entity of the s&p/a-reit 200 index[ 5]
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Management efficiencies of wot portfolio realised via Mirvac asset Management platform
pro forma transaction impacts[ 2, 3, 4]
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Mpt Fy11 pre-acQuisition eps: pre-acQuisition balance pre-acQuisition nta:
$0.107 sheet GearinG: 23.2% [ 6] $1.65 [ 6]
eps [ 1] 3.0% bsG 2.0% [ 7] nta (3.6%)
Mpt Fy11 post-acQuisition eps: post-acQuisition balance post-acQuisition nta:
$0.110 sheet GearinG: 25.2% $1.59
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1) post dilution from 14 april 2010 allotment of securities relating to 7 april 2010 equity raising. this assumes $500 million raised including full $150 million from spp (closes on 6 May 2010).
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2) Full details of assumptions underlying these calculations will be contained in the explanatory Memorandum to be provided to wot unitholders and ir holders on or around 11 june 2010.
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3) assumes that all wot unitholders and ir holders elect to receive the scrip option and that Mirvac retires 100 per cent of wot’s debt facilities.
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4) as at 31 december 2009 pro forma adjusted for wot and acquisition of 23 Furzer st, canberra act excluding the impact of the sale of kwinana hub shopping centre, kwinana wa and 44 biloela st, villawood nsw.
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5) based on market capitalisation as at 27 april 2010.
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6) as at 31 december 2009.
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7) percentage expressed as the difference between 31 december 2009 gearing and Mirvac pro forma gearing.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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rationale and iMpact — Mirvac securityholders
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wot’s portfolio improves the quality of Mirvac’s investment portfolio:
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acquisition of $1.1 billion quality cbd and suburban office portfolio[ 1]
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increases secure australian recurring investment income
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approximately 84 per cent[ 1] of wot portfolio is a Grade comprising of westpac place and woolworths nso
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blue chip tenants: westpac, woolworths, ibM and honeywell
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strong weighted average lease term of 8.9 years[ 2]
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highly visible portfolio income growth via structured 3.5 per cent p.a. compound rental reviews[ 3]
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ability to further develop the $240 million woolworths nso, norwest via Mirvac’s development capabilities: design, construction and development management[ 4]
wot’s portfolio improves all key metrics of Mpt:
| Mpt5 | wot | combined | |
|---|---|---|---|
| wale(byarea) | 5.8years | 8.9years | 6.2years |
| tenants: Government,listed and multinational | 58.0% | 94.1% | 64.7% |
| occupancy (includes rentalguarantee) | 96.8% | 99.9% | 97.2% |
| weighted average caprate | 7.89% | 7.39% | 7.78% |
| Fy11 fxed/cpi reviews | 93.6% | 100.0% | 95.0% |
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1) as at 31 december 2009.
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2) by area, as at 31 december 2009.
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3) portfolio weighted average.
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4) subject to agreement with woolworths.
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5) as at 31 december 2009 pro forma adjusted for acquisition of 23 Furzer st, canberra act excluding the impact of the sale of kwinana hub shopping centre, kwinana wa and 44 biloela st, villawood nsw.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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Mirvac property trust post acQuisition
Sector diversification (by book value)[ 1]
Geographic diversification (by book value)[ 1]
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COMMERCIAL 55.7%
RETAIL 31.2%
INDUSTRIAL 7.5%
INDIRECT PROPERTY INVESTMENTS
AND A HOTEL 5.6%
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NSW 61.7%
VIC 14.7%
QLD 14.3%
WA 0.5%
SA 0.3%
ACT 7.8%
US 0.6%
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Portfolio lease expiry profile (by area)
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100.0% MPT Pre WOT MPT Post WOT [ 1]
80.0
60.0
40.0
20.0
0.0
Current 30 Jun 10 30 Jun 11 30 Jun 12 30 Jun 13 30 Jun 14 + Years
vacancy
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- 1) as at 31 december 2009 pro forma adjusted for wot and acquisition of 23 Furzer st, canberra act excluding the impact of the sale of kwinana hub shopping centre, kwinana wa and 44 biloela st, villawood nsw.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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FundinG oF the transaction
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proposed transaction will be funded by existing cash reserves, undrawn debt facilities and the issue of new Mirvac stapled securities
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all wot debt facilities are expected to be repaid by Mirvac on implementation of the scheme
| Sources $m cash 555.0 debt 234.6 new Mirvac stapled securities 414.7 Total sources 1,204.3 |
Applications 1 $m |
|---|---|
| scripoption 414.7 |
|
| repayment of wot debt 716.3 |
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| transaction costs 73.3 |
|
| Total applications 1,204.3 |
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subsidiaries of westpac currently hold 7.7 per cent interest in wot
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westpac has agreed that it will accept the 100 per cent scrip offer for this holding[ 2, 3]
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westpac has agreed to retain the Mirvac stapled securities it receives under the offer for a minimum period of 12 months[ 3]
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Mirvac remains committed to maintaining conservative balance sheet Gearing levels and -
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continues the divestment of non core assets
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1) assumes all wot unitholders and ir holders elect to receive the scrip option.
2) excludes interest held by wFMl as responsible entity of the westpac diversified property Fund.
- 3) subject to implementation of the scheme.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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pro ForMa balance sheet
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| Settlement of | MTN | ||||||
|---|---|---|---|---|---|---|---|
| Mirvac | WOT | 23 Furzer St, | repayment | $500 million | Acquisition | Mirvac | |
| 31 Dec 09 | 31 Dec 09 | Canberra | & issue (net) | equity raising1 | of WOT2, 3, 4 | Pro forma | |
| $m | $m | $m | $m | $m | $m | $m | |
| Assets | |||||||
| Cash and Cash Equivalents | 411.9 | 16.4 | (205.2) | (150.0) | 493.6 | (555.0) | 11.7 |
| Receivables | 388.7 | 2.1 | 390.8 | ||||
| Inventories | 1,664.1 | 1,664.1 | |||||
| Investment Properties | 3,993.9 | 1,105.9 | 208.7 | 9.8 | 5,318.3 | ||
| Property Plant and Equipment | 336.3 | 336.3 | |||||
| IntangibleAssets | 56.4 | 17.8 | 74.2 | ||||
| InvestmentsAccountedforUsing theEquity Method | 412.6 | 412.6 | |||||
| Other Assets | 219.6 | 22.9 | 242.5 | ||||
| Total Assets | 7,483.5 | 1,147.4 | 3.5 | (150.0) | 493.6 | (527.4) | 8,450.5 |
| Liabilities | |||||||
| Borrowings | 1,968.4 | 714.7 | (150.0) | (480.1) | 2,053.0 | ||
| Other Liabilities | 513.0 | 28.0 | 3.5 | (15.6) | 528.9 | ||
| Total Liabilities | 2,481.5 | **742.7 ** | 3.5 | (150.0) | (495.7) | 2,581.9 | |
| Net Assets | **5,002.1 ** | **404.7 ** | 493.6 | (31.7) | 5,868.6 | ||
| Total Equity | 5,002.1 | 404.7 | 493.6 | (31.7) | 5,868.6 | ||
| NTA PerSecurity | $1.65 | $0.84 | $1.59 | ||||
| Balance Sheet Gearing | 23.2% | 25.2% | |||||
| Covenant Gearing | 33.4% | 30.8% |
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1) assumes full participation in the spp — the explanatory Memorandum will reflect the actual outcome of the spp which closes on 6 May 2010.
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2) assumes 100 per cent scrip option take-up.
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3) assumes cash collateralisation and restructure of the cMbs with no future recourse to Mirvac. if this proposed restructure can be implemented, details will be included in the explanatory Memorandum to be lodged with asic, if the restructure does not eventuate cash and borrowings would both increase by $505 million.
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4) assumes that a $15 million payment for, among other things, management rights to westpac is written off. any variation to this will be dealt with in the explanatory Memorandum to be released on or around 11 june 2010.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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indicative tiMetable
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announcement of transaction 28 a ril 2010 p ex lanator Memorandum available 11 june 2010 p y wot unitholder meetin to a rove scheme 13 jul 2010 g pp y im lementation date 21 jul 2010 p y
all dates are indicative only and are subject to chanGe
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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key conditions oF the oFFer
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> independent expert report concluding the scheme is fair and reasonable and in the best interests of wot unitholders and ir holders
wot unitholder a roval pp
no Mirvac / wot prescribed events and / or material adverse changes
certain regulatory approvals and modifications are obtained
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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suMMary oF key risks
Mirvac specific risks
General risks
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Funding
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General economic conditions
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Market price
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regulatory issues and changes in law
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credit ratings
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unemployment rate
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refinancing requirements
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inflation and construction costs
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interest rates
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property market risks
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debt covenants
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competition
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realisation of assets
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insurance
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investment in funds and joint ventures
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environmental matters
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employees
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taxation implications
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customers
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changes in accounting policy
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counterparty / credit
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Fixed nature of significant costs
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Forward looking statements and financial forecasts
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change in value and income of investment properties
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acquisitions
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development
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litigation and disputes
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occupational health and safety
Further details on each oF the key risks will be set out in the eXplanatory MeMoranduM provided by wFMl as part oF the oFFer
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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Glossary
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| term | Meaning |
|---|---|
| $ | all dollar values are in australian dollars |
| asX | australian securities exchange or asX limited or the fnancial market which it operates as the case requires |
| bsG | balance sheet Gearing (total interest bearing debt less cash after cross currency interest rate swaps/total tangible assets less cash) |
| cash option | consideration valued at $0.86 per wot unit, subject to a cap of $200 million |
| covenant Gearing | total liabilities/total tangible assets |
| cMbs | commercial Mortgage backed securities |
| cpi | consumer price index |
| dps | distribution per stapled security |
| eps | earnings per stapled security |
| explanatory Memorandum | document to be provided to westpac offce trust unitholders and ir holders on or around 11 june 2010 |
| Fy | Financial year (1 july to 30 june) |
| ir | instalment receipts |
| Mirvac or Group | Mirvac Group |
| Mpt | Mirvac property trust |
| Mtn | Medium term note |
| npat | net proft after tax |
| nta | net tangible assets |
| offer | an offer to acquire all of the units and irs in wot |
| p.a. | per annum |
| scrip option | Mirvac scrip consideration at a ratio of 0.597 Mirvac stapled securities for every one wot unit held or one Mirvac ir for every 0.597 wot irs held |
| scheme | the arrangement under which Mirvac acquires all of the wot units and irs requiring wot unitholder approval |
| securityholder | a person who holds a stapled security |
| spp | security purchase plan which closes on 6 May 2010 |
| stapled security | a stapled security consists of one share in Mirvac limited and one unit in Mirvac property trust |
| vwap | volume weighted average price |
| wale | weighted average lease expiry |
| westpac | westpac banking corporation |
| wFMl | westpac Funds Management limited |
| wot | westpac offce trust |
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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anneXures
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woolworths nso, norwest, nsw
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Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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westpac oFFice trust (asX:wot) portFolio valuation suMMary at 31 deceMber 2009[ 1]
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at 31 deceMber 2 |
0091 |
||||||
|---|---|---|---|---|---|---|---|
| net offce | net offce | ||||||
| per cent of | book value | passing | market | ||||
| property | tenant | portfolio | $m | caprate | rent | rent | wale2 |
| westpac place, 275 kent street, sydney nsw | westpac | 63.3% | $720.00 | 7.00% | $608 sqm | $608 sqm | 8.5 yrs |
| woolworths nso, norwest, nsw | woolworths | 21.1% | $240.00 | 7.75% | $298 sqm | $295 sqm | 10.8 yrs |
| 55 coonara avenue, pennant hills, nsw | ibM | 8.5% | $96.25 | 8.50% | $265 sqm | $265 sqm | 5.7 yrs |
| 19 corporate drive, cannon hill, Qld | honeywell | 2.0% | $23.00 | 9.00% | $343 sqm | $315 sqm | 5.0 yrs |
| 33 corporate drive, cannon hill, Qld | westpac | 1.6% | $17.75 | 8.75% | $326 sqm | $334 sqm | 4.9 yrs |
| 50-60 talavera road, Macquarie park, nsw (50%) | westpac | 2.0% | $22.25 | 7.50% | $323 sqm | $266 sqm | 15.0 yrs |
| 1 hugh cairns avenue, bedford park, sa | westpac | 1.6% | $17.80 | 9.00% | $268 sqm | $268 sqm | 9.8yrs |
| Total | 100% | $1,137.05 | 7.39% 3 $493 sqm 3 $491 sqm 3 | 8.7yrs 3 |
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1) reproduced from the wot half year results presentation 31 december 2009 that is publicly available. wFMl was not involved in the preparation of this presentation. to the extent possible by law, Mirvac does not accept any liability for and makes no representation or warranty as to the accuracy or completeness of information about the portfolio value of the wot.
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2) by income.
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3) totals calculated on a weighted average basis.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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acQuisition FundinG sensitivity
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| Fy11 Mpt | balance sheet | covenant | ||
|---|---|---|---|---|
| eps1accretion | nta | Gearing | Gearing | |
| 100% scriptake-up,assumingfull spp | 3.0% | $1.59 | 25.2% | 30.8% |
| $200m cash and scriptake-up,assumingfull spp | 2.6% | $1.60 | 27.6% | 33.2% |
| 100% scriptake-up,assumingno spp | 1.6% | $1.60 | 27.0% | 32.6% |
| $200m cash and scriptake-up,assumingno spp | 1.2% | $1.60 | 29.4% | 35.0% |
1) post dilution from 14 april 2010 allotment of securities relating to 7 april 2010 equity raising.
Mirvac Group proposed acQuisition oF westpac oFFice trust 28 april 2010
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www.mirvac.com