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PEET LIMITED Capital/Financing Update 2011

May 31, 2011

65600_rns_2011-05-31_91a98769-710b-4354-aa77-1d5134c9f6b3.pdf

Capital/Financing Update

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1 June 2011

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

PEET ANNOUNCES STRATEGIC INVESTMENT IN KEY BRISBANE GROWTH CORRIDOR AND CAPITAL MANAGEMENT INITIATIVES

  • Peet has established a $90 million Flagstone partnership with MTAA Super through the acquisition of a 50% interest in the 1,244-hectare Flagstone West landholding for $45 million (plus GST) – MTAA Super to retain a 50% interest
  • Peet will be the Development Manager of Flagstone West and Flagstone East (together, "Flagstone City") in a key South East Queensland growth corridor
  • The project includes 10,000 residential lots plus the 200-hectare future town centre of Greater Flagstone with provision for retail centres, neighbourhood activity centres, schools, healthcare, retirement housing, childcare and other community facilities
  • Earnings contribution from FY12
  • Land bank to increase to approximately 50,600 lots with an on-completion value of $8.9 billion
  • Land bank balanced across Western Australia, Victoria and Queensland
  • Series of capital management initiatives announced including a $50 million issue of convertible notes ($40 million underwritten); $20 million fully underwritten share purchase plan; and $300 million syndicated debt facility extension

National property group Peet Limited ("Peet" or the "Company") has today announced a major strategic acquisition in an identified South East Queensland growth corridor that builds on its wholesale funds management platform, will underpin medium to long-term growth for the Company and will deliver a reliable supply of land to the "affordable" market over the next 25 years.

Peet has acquired a 50% interest in MTAA Super's 1,244-hectare Flagstone West landholding for $45 million (plus GST). The land is situated next to MTAA Super's Flagstone East project which has existing services and infrastructure, and a community of around 3,500 residents. Peet will also project manage the delivery of the 300 lots remaining in Flagstone East.

"This acquisition highlights Peet's core strengths and demonstrates our growth strategy in action," said Peet Limited Managing Director and Chief Executive Officer, Brendan Gore. "It is a counter-cyclical investment in an identified growth corridor with the opportunity to leverage from existing infrastructure and services in the delivery of quality, affordable land."

"The expansion of Peet's funds management business and our relationship with MTAA Super completes this rare, strategic opportunity," he added.

Peet already manages and markets Shorehaven at Alkimos, a 2,800-lot masterplanned project on Perth's northern beaches, in which MTAA Super is a cornerstone investor. The Alkimos property was acquired in March 2008 and, after planning and construction of the first stages, has achieved 390 gross sales in less than 18 months.

Expanded funds management platform

The Flagstone project significantly expands Peet's funds management platform, bringing total funds under management to $6.1 billion (in today's dollars) – an increase of 39%. The Group now has 37 syndicated, managed and joint venture projects across the country.

Flagstone City becomes the largest in the Group's syndicated and managed portfolio and Peet expects it to be a significant, medium to long-term contributor to earnings and growth.

Peet anticipates earnings contribution from FY12 arising from the management of the 300 lots remaining in Flagstone East, with earnings from Flagstone West to follow. Flagstone West has an estimated on-completion value of $3.5 billion and a 25-year delivery pipeline.

"Peet will receive equity returns on its 50% interest in Flagstone West as well as management fees for its role as development manager of Flagstone City," said Mr Gore.

The Project

The Flagstone West landholding is in the future city of Flagstone, approximately 38 kilometres southwest of Brisbane. It is in one of only four large-scale Urban Development Areas in South East Queensland identified by the Queensland State Government for development under the Urban Land Development Authority Act.

Flagstone West is in Logan City – one of the largest and fastest growing local government areas in Australia with a forecast population increase of 67% to more than 430,000 by 2031.

"Flagstone City will be developed in the context of the Urban Land Development Authority's fast track planning regime, which offers a high degree of certainty and confidence for a residential land developer," said Mr Gore.

"The acquisition of this landholding in a corridor of strategic significance and close to existing services and infrastructure provides the opportunity for Peet to provide a continuous supply of land focused on the affordable market for up to 25 years," he said.

The focus will be on delivering affordable product to an expanding population base with good facilities, links to public transport and significant areas set aside for parks and recreation.

The proposed masterplan for Flagstone West includes an estimated 10,000 residential lots and the 200 hectare future town centre of Greater Flagstone with provision for retail centres, neighbourhood activity centres, schools, healthcare, retirement housing, childcare and other community facilities.

Peet will be building on its experience in planning and developing town centres and other community facilities at award-winning projects including The Village at Wellard, Carramar Golf Course Estate, Lakelands Private Estate and Shorehaven at Alkimos in Western Australia.

Land bank

The Flagstone acquisition and management agreement with MTAA Super increases Peet's total national land bank by 30%, bringing it to more than 50,600 lots with an estimated on-completion value of $8.9 billion (in today's dollars).

The increase consolidates Peet's position as the holder of the third largest land bank of any listed developer, by a significant margin.

In Queensland, the Group now owns and/or manages 12 projects with more than 18,600 total estimated residential lots, with an estimated on-completion value of $2.8 billion (in today's dollars).

"Peet has been committed to Queensland for almost a decade, and this strategic acquisition gives us the scale we've been seeking, and positions Peet as a large and very significant operator in the South East Queensland market," said Mr Gore.

"The Group's Queensland projects now represent 37% of a balanced portfolio focused on the key markets of Western Australia, Victoria and Queensland.

"This acquisition and management agreement creates another important plank in Peet's plans for growth in the medium to long-term."

"We are specialists in the development of masterplanned residential communities and will continue to build the strength of our business under our unique funds management model."

Capital Management Initiatives

In conjunction with the offer, Peet has announced a number of capital management initiatives:

  • $50 million issue of convertible bonds ($40 million underwritten);
  • $20 million fully underwritten share purchase plan; and
  • $300 million syndicated debt facility extension for 3 years to June 2014.

The Company is pleased to be able to offer the share purchase plan ("SPP") to existing shareholders in recognition of their ongoing support.

"The SPP will allow our retail shareholders the opportunity to participate in the funding of this very exciting major investment," said Mr Gore. "Flagstone West has a 25-year project pipeline which will underpin Peet's medium to long-term profitability and growth."

Share Purchase Plan ("SPP")

Peet has announced a fully underwritten SPP to be offered to eligible shareholders which is capped at $20 million1 . Under the SPP, eligible shareholders are invited to participate at a maximum of $15,000 per shareholder. The record date for the SPP was 31 May 2011.

Peet reserves the right (in its absolute discretion) to scale back the maximum participation amount per shareholder if total demand exceeds $20 million.

Eligible shareholders will shortly receive an SPP booklet which outlines the terms and conditions. The SPP is fully underwritten by Merrill Lynch International (Australia) Limited.

Share purchase plan timetable

Record date for SPP Tuesday, 31 May 2011 SPP offer period 2-16 June 2011 SPP pricing period 21-24 June 2011 SPP allotment date Thursday, 30 June 2011

Perth | Melbourne | Brisbane

1 The SPP is subject to the terms set out in the SPP booklet.

Peet Notes

Peet has announced a $50 million issue of cumulative, redeemable, unsecured convertible notes which is underwritten to $40 million (the "Offer"). Under the Offer, a $45 million cornerstone process was undertaken, which was well supported and closed oversubscribed.

Key terms of the Peet Notes are:

  • Face value of $100 per Peet Note;
  • Interest rate of 9.5% per annum fixed coupon, payable semi-annually in arrears;
  • Maturity of five years;
  • Unsecured;
  • Conversion price of $2.25, which is a 25% premium to the 5 day arithmetic average of the daily VWAPs prior to announcement date; and
  • To be listed on ASX

No general public offer of Peet Notes will be made.

The Offer has been underwritten to $40 million by Evans and Partners Limited, National Australia Bank and Merrill Lynch International (Australia) Limited.

The Peet Notes are expected to commence trading on ASX on normal settlement basis on Monday, 20 June 2011.

Peet Notes are being offered under a prospectus lodged with ASIC today. A copy of that prospectus is available at www.peet.com.au and has also been released on ASX. Potential investors should consider the prospectus in deciding whether to apply for Peet Notes. Applications for Peet Notes must be made in accordance with the prospectus.

Outlook

Peet anticipates Flagstone City contributing to earnings from FY12, driven by the development fees on Flagstone East. Over the medium to long-term, the project is expected to deliver significant earnings from both the equity investment in Flagstone West and through the funds management platform.

While the residential land market in Queensland is currently subdued, the fundamentals including population growth, structural under-supply of housing and a high demand for rental accommodation remain sound. According to figures reported by Queensland Treasury, South East Queensland is expected to continue to dominate the state's future growth figures with the population expected to grow from 2.8 million to 4.6 million (more than the current Queensland population) over the life of the Flagstone West project.

In Victoria, employment and population growth, including a high level of domestic and offshore migration, remain positive and Government incentives, including the extension of the first homebuyers' scheme and the reduction in stamp duty, add to confidence in the property sector. Peet's Victorian operations continue to perform well with solid sales momentum.

Peet's operations in Western Australia are feeling the effects of a cautious sentiment and continuing soft market. Nonetheless, there are some signs of stabilisation in specific locations, and an expanding resources sector and limited new residential land supply in key corridors, are expected to combine to benefit the Western Australian residential market.

For media inquiries, contact: Marie Mills Mills Wilson Communication Consultants 0418 918 202 [email protected]

For investor inquiries, contact: Brendan Gore Managing Director and Chief Executive Officer Peet Limited (08) 9420 1111

Please note a statement from MTAA Super in relation to the partnership with Peet Limited is attached.

MEDIA STATEMENT FROM MTAA SUPER

MTAA Super has established a $90 million partnership with national residential land specialist, Peet Limited, to complete the transformation of Flagstone City in South East Queensland.

Under the terms of the partnership, MTAA Super has sold a 50% share of the 1,244-hectare Flagstone West landholding to Peet, securing good returns for members on the decade-old investment.

During that time, MTAA Super has added value to its Flagstone West asset by achieving development approvals, and transforming Flagstone East into a thriving community of around 3,500 residents and one of South East Queensland's key urban expansion and employment centres. Peet also takes up responsibility for the management and marketing of 300 remaining lots in the Flagstone East project.

MTAA Super and its members will benefit from Peet Limited's experience and capital investment in the development of up to 10,000 residential lots and a major regional town centre at Flagstone West.

"From the Fund Trustee's perspective, a partnership with a committed residential developer with experience in quality, masterplanned communities was crucial as we move into this next capital and resource-intensive phase of Flagstone City's development," said MTAA Super Chief Executive Michael Delaney.

"Through its investment with Peet Limited in the Alkimos project north of Perth in Western Australia, MTAA Super knew that it could build on the relationship already formed with Peet to achieve a successful partnership in Queensland, "said Mr Delaney.

"This next critical phase of development at Flagstone will see us realise the enormous potential in this significant South East Queensland growth corridor. Our partnership with Peet continues the forward thinking approach MTAA Super's Trustee has adopted since acquiring the Flagstone Estates in 2000," he added.

The catalyst for the transaction has been the declaration by the Urban Land Development Authority (ULDA) that Flagstone West is one of the areas identified by the Queensland government as an Urban Development Area.

"This has resulted in a substantial increase in lot yields which, together with planning successes to date, has enabled us to lock in very good returns for our members in a market that has otherwise softened over the past 12 months," Mr Delaney said.

"The partnership with Peet Limited will allow MTAA Super members to continue to benefit from the Fund's 50% share in the next phase of development of Flagstone with management arrangements and expertise suited to a development with a life of 20 to 25 years that will deliver more affordable land, currently in short supply, in a growth corridor 45 minutes from Brisbane and the Gold Coast."

Further media inquiries:

Ian Pemberton P&L Corporate Communications Tel: 02 9231 5411 / 0402 256 576