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REGION GROUP — Capital/Financing Update 2018
Oct 2, 2018
65695_rns_2018-10-02_693a1649-1d4f-4086-b8e3-d14cf86c5311.pdf
Capital/Financing Update
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SCA PROPERTY GROUP Acquisition and Capital Raising 3 October 2018
TRANSACTION OVERVIEW
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SCA Property Group ( SCP ) has entered into an agreement to acquire a portfolio of 10[1] convenience-based retail centres ( Acquisition ) for a total consideration of $573 million[2] – Purchase price reflects an initial yield of 7.47% on a fully-let basis
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Acquisitions • The Acquisition portfolio is consistent with SCP’s core strategy of focusing on convenience-based retail centres – SCP expects to add value to the portfolio by applying its asset management capabilities to reposition the income toward sustainable non-discretionary categories and achieve cost efficiencies
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• The Acquisition will be funded by: – An equity raising, comprising of: • A fully underwritten institutional placement ( Placement ) of 15% of total units outstanding to approximately $259 million; and
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Funding • A non-underwritten Unit Purchase Plan ( UPP ) to eligible unitholders in Australia and New Zealand to raise up to $50 million – A new debt facility of up to $365 million; and
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– Sale of CQR units has raised $15.6 million from the sale of 3.7 million units at an average price of $4.27 per unit. SCP intends to progressively sell the balance of its CQR stake over the next 12 months
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• The Acquisition and funding arrangements (together, the Transaction ) is expected to have the following impact: – Increase annualised pro-forma FY19 FFO per unit by more than 5%[3 ]
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– Increase in FY19 FFO guidance from 15.6 cents per unit to 16.2 cents per unit
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Financial Impact – Increase in FY19 Distribution guidance from 14.3 cents per unit to 14.7 cents per unit
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Reduce NTA per unit from $2.30 to $2.25[4] due to transaction costs
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Pro-forma gearing of 34.1%[4] in the middle of our 30 – 40% target gearing range
1 Delayed settlement of Currambine Central with expected completion by the end of December 2018 (conditional on head landlord’s consent to the transfer of the head lease)
2 Total transaction value of $613m after transaction costs
3 Compares pre-acquisition FY19 guidance and annualised post-acquisition pro-forma FY19 guidance
4 Post-acquisition pro-forma 30 June 2018 balance sheet adjusted for SURF 3 asset sales of $57.9m and associated SCP co-investment of $9.2m, Sturt Mall acquisition of $73.0m (with $4.5m of transaction costs), Bushland Beach final progress claim of $2.2m and the sale of CQR investment based on 30 June 2018 book value ($4.19 per unit) (refer to slide 12)
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INVESTMENT RATIONALE
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| 1 | Consistent with SCP’s core strategy |
• • |
Acquisition portfolio consists of 101convenience-based retail centres consistent with SCP’s existing portfolio All assets in the portfolio are anchored by Woolworths or Wesfarmers/Coles owned tenants |
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|---|---|---|---|---|
| • | Purchase price represents an initial yield of 7.47% on a fully-let basis including the rental guarantee and 7.24% excluding the | |||
| 2 | Attractive purchase price | rental guarantee | ||
| • | Rental guarantee for a period of two years ensures predictability of cash flows, whilst tenant repositioning is undertaken | |||
| 3 | SCP is a specialist in the asset class |
• • |
SCP is the largest owner and manager of convenience-based retail centres in Australia Management have a strong track record of achieving value creation through focused asset management specialising in |
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| neighbourhood and convenience-based sub-regional assets | ||||
| 4 | Material value creation opportunities |
• • |
Utilise SCP’s existing management team and internal management structure to achieve cost efficiencies Remix income toward non-discretionary categories in line with SCP’s core strategy |
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| 5 | Compelling financial impact |
• • |
Strong annualised pro-forma FY19 FFO per unit accretion of more than 5.0%2 Increase in FY19 FFO guidance from 15.6 cents per unit to 16.2 cents per unit, and Distribution guidance from 14.3 cents per unit to 14.7 cents per unit |
1 Delayed settlement of Currambine Central with expected completion by the end of December 2018 (conditional on head landlord’s consent to the transfer of the head lease) 2 Compares pre-acquisition FY19 guidance and annualised post-acquisition pro-forma FY19 guidance
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SUMMARY OF FINANCIAL IMPACT
Acquisition delivers a compelling financial outcome for SCP unitholders
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Earnings Impact Pro-forma Balance Sheet
Accretive to Increase in
Over 5% accretive [1] $3.1bn, up by 23% [3 ]
FFO Annualised pro-forma FY19 FFO per unit portfolio scale Total portfolio value
Increase in Prudent
16.2cpu, up by 3.8% [2] 34.1% [3 ]
guidance FY19 FFO per unit gearing Middle of 30 – 40% target range
More efficient Less than 40bps NTA $2.25 [3]
cost base MER on pro-forma asset base Dilutive due to transaction costs
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1 Compares pre-acquisition FY19 guidance of 15.6cpu provided in August 2018 and annualised post-acquisition pro-forma FY19 guidance
2 Compared to pre-acquisition FY19 guidance of 15.6cpu provided in August 2018
- 3 Post-acquisition pro-forma 30 June 2018 balance sheet adjusted for SURF 3 asset sales of $57.9m and associated SCP co-investment of $9.2m, Sturt Mall acquisition of $73.0m (with $4.5m of transaction costs), Bushland Beach final progress claim of $2.2m and the sale of CQR investment based on 30 June 2018 book value ($4.19 per unit) (refer to slide 12)
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ACQUISITION PORTFOLIO OVERVIEW Attractive purchase price with an initial fully-let yield of 7.47%
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| Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
Asset Details Operational Metrics Anchor Tenants Valuation Metrics |
|---|---|---|---|---|---|---|---|---|---|
| Asset | State | Centre **Type ** |
Ownership (%) |
GLA (sqm) |
Occupancy (%) |
Anchor Tenants % of Gross Rent |
Anchor Tenants |
Purchase Price ($m) |
Implied Fully-Let Yield(%) |
| 1 Warnbro Centre WA Sub-Regional 100% |
21,401 99.3% |
37% Coles, Woolworths and Big W |
92.9 8.16% |
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| 2 Currambine Central1 WA Neighbourhood 100% |
17,056 98.7% |
54% Woolworths, Farmer Jacks and Grand Cinemas |
91.0 7.48% |
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| 3 Stirlings Central WA Neighbourhood 100% |
8,446 97.8% |
35% Woolworths |
44.0 7.97% |
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| 4 Kalamunda Central WA Neighbourhood 100% |
8,352 94.4% |
20% Coles |
41.5 6.93% |
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| 5 Bentons Square VIC Neighbourhood 100% |
10,023 95.1% |
39% Woolworths |
77.0 6.71% |
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| 6 The Gateway VIC Neighbourhood 100% |
10,865 98.9% |
32% Coles and Target Country |
50.0 6.49% |
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| 7 West End Plaza NSW Sub-Regional 100% |
15,934 100.0% |
37% Coles and Kmart |
66.0 7.38% |
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| 8 Lavington Square NSW Sub-Regional 100% |
20,467 96.8% |
27% Woolworths and Big W |
52.0 9.53% |
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| 9 Oxenford Village QLD Neighbourhood 100% |
5,815 99.9% |
48% Woolworths |
32.5 6.70% |
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| 10 North Shore Village QLD Neighbourhood 100% |
4,076 100.0% |
42% Coles |
26.1 6.15% |
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| Total / Weighted Average | 122,433 98.1% |
38% | 573.0 7.47% |
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1 Delayed settlement of Currambine Central with expected completion by the end of December 2018 (conditional on head landlord’s consent to the transfer of the head lease)
5
PORTFOLIO IMPACT
Acquisition portfolio is consistent with SCP’s core strategy of focusing on non-discretionary retail segments
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| Key Portfolio Statistics | Key Portfolio Statistics | Key Portfolio Statistics | |
|---|---|---|---|
| **SCP Pre1 ** | Acquisition | SCP Post | |
| Properties | 74 | 10 | 84 |
| Book Value ($m) | 2,529 | 573 | 3,102 |
| WALE by GLA (years) | 9.0 | 5.8 | 8.4 |
| GLA (sqm) | 538,318 | 122,433 | 660,751 |
| No. of Specialties | 1,387 | 391 | 1,778 |
| Majors Leases as % of Gross Rent Current Occupancy by GLA |
52% 98.3% |
38% 98.1% |
49% 98.3% |
| Neighbourhood % by Value | 73% | 63% | 72% |
SCP Pre[1 ]
SCP Post
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Tenants by Category (by gross rent) [1,2 ]
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Woolworths Woolworths
32% 29%
Specialties
50%
Specialties
48% Big W 5%
Big W 5%
Coles 11%
Coles 12% Kmart 2%
Bunnings 1% Kmart 2% Other Majors 3 Target 1%
1% Bunnings 1%
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Specialty Tenants by Category (by gross rent)[1,2,4 ]
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Other Retail Other Retail
13% Fresh 14% Fresh
Petrol 2% Food/Food Petrol 2% Food/Food
Catering/ Catering/
Discount Liquor 31% Discount Liquor 31%
Variety 7% Variety 6%
Apparel 8% Apparel 9%
Services Pharmacy & Services
Medical 17% Pharmacy & 22% Medical 16% 22%
Geographic Diversification (by value) [1 ]
TAS
TAS
13% NSW 11% NSW
SA 25%
25%
SA 6%
8%
WA WA
8% 15%
VIC VIC
QLD 26% 20% QLD 20%
23%
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1 Pre-acquisition pro-forma 30 June 2018 adjusted for SURF 3 disposal, Sturt Mall acquisition and Bushland Beach final progress claim
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2 Annualised gross rent excluding vacancy
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3 Other majors include Grand Cinemas and Farmer Jacks
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4 Mini majors represent 16% of pre-transaction annualised specialty gross rent and 14% of post-transaction annualised specialty gross rent. Mini Major tenants have been split across the relevant categories
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VALUE CREATION OPPORTUNITIES SCP has a proven track record of creating value for unitholders through an active asset mana ement a roach g pp
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| • | SCP management has delivered compelling returns for unitholders since listing in December 2012: | |
|---|---|---|
| – FFO per unit CAGR of 5.4%1and Distributions per unit CAGR of 6.0%1 |
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| – Total Unitholder Returns of 15.6% per annum since listing, outperforming the ASX200 AREIT Index of 12.3% per annum2 |
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| • | Proven asset management capabilities, through the ongoing delivery of strong operational metrics | |
| Proven track record | – Specialty sales growth and comparable NOI growth above peers |
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| – Leasing strategy for original IPO portfolio completed successfully |
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| – Market-leading leasing spreads achieved |
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| – Successful remixing towards non-discretionary retailers in sustainable retail categories |
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| • | Clear strategy of focusing the portfolio on supermarket-anchored convenience-based shopping centres weighted to non-discretionary | |
| retail segments | ||
| Management and strategic focus |
• | Stable management team with specialist background in supermarkets and convenience-based shopping centres |
| • | 85 convenience-based shopping centres currently under management – 74 wholly-owned and 11 in SURF funds (increasing to 95 assets | |
| under management post transaction) | ||
| • | Rebalance the mix of tenants in the Acquisition portfolio towards non-discretionary categories in line with SCP’s core strategy | |
| Opportunities to drive income |
• | Particular focus on services, healthcare, everyday fresh and ‘grab n go’ food catering |
| • | Reposition to focus on sustainable cash flow generation | |
| • | Utilising existing management team and internal management structure to achieve cost efficiencies on the Acquisition portfolio, and | |
| Realising cost efficiencies | reduce management expense ratio to below 40bps | |
| • | Integration of the Acquisition portfolio into the existing 85 asset portfolio, reducing property expenses |
1 Reflects performance between 30 June 2014 to 30 June 2018 2 Source: Bloomberg. Market data as at 2 October 2018
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TRANSACTION FUNDING
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Sources and Uses of Funds[1 ]
| Sources of Funds | $m |
|---|---|
| Equity Raise – Institutional Placement | 259 |
| Debt2 | 354 |
| Total Sources | 613 |
| Uses of Funds | $m |
| Acquisition Portfolio Value | 573 |
| Transaction Costs | 9 |
| Stamp Duty | 31 |
| Total Uses | 613 |
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The Acquisition and associated transaction costs will be funded by a $259 million Placement of SCP units with the balance of consideration funded through a new debt facility
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Any proceeds raised under the non-underwritten UPP, which is expected to raise $50 million, will be utilised to reduce debt
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SCP has multiple avenues for further debt reduction, including the sale of the remaining CQR stake. We have already sold 3.7 million CQR units at a weighted average price of $4.27 per unit over recent weeks, raising $15.6 million. We intend to sell our remaining CQR stake progressively over the next 12 months
1 Excludes potential proceeds from non-underwritten UPP and the proceeds from the sale of the CQR investment
2 As a result of the Transaction, SCP will establish a new debt facility to fund the acquisition, and ensure sufficient debt funding headroom is retained within its capital management policies. SCP expects that it will be able to enter into facilities on terms consistent with existing facilities having regard to current gearing levels and market conditions
PLACEMENT AND UPP OVERVIEW
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| • | Fully underwritten Placement to raise 15% of total units outstanding (113.1 million units to be issued) | |
|---|---|---|
| Structure | • | Placement price to be determined via a variable price bookbuild from an underwritten floor price of $2.29 per stapled unit, representing a |
| 3.4% discount to the closing price of $2.37 on 2 October 2018 | ||
| • | New units issued via the Placement will rank equally with existing units from the date of issue | |
| Ranking | • | New units issued via the Placement will be entitled to the distribution for the six months ending 31 December 2018 (1H FY19 |
| Distribution) | ||
| Underwriting | • | Placement is underwritten by Citigroup Global Markets Australia Pty Limited (Citi) (Underwriter) |
| • | Following completion of the Placement, SCP will offer eligible Unitholders in Australia and New Zealand an opportunity to participate in a | |
| Unit Purchase Plan | ||
| • | Eligible Unitholders will be invited to subscribe for up to a maximum of $15,000 additional units, free of transaction and brokerage costs | |
| UPP | • | The UPP will not be underwritten and the total amount raised is expected to be $50 million1 |
| • | The UPP issue price will be the lower of the Placement Price and a 2% discount to the 5-day volume weighted average price prior to the | |
| Closing Date of the UPP, subject to a minimum price of $2.252per unit. | ||
| • | New units issued under the UPP will rank equally with existing units (including those issued under the Placement), and will be entitled to | |
| the distribution for the six months ending 31 December 2018 (1H FY19 Distribution) |
1 SCP may (in its absolute discretion) in a situation where total demand exceeds $50 million, decide to increase the amount to be raised under the UPP to reduce or eliminate the need for scaleback 2 If the minimum price is not achieved, the UPP may not proceed
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TIMETABLE[1 ]
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| Event | Date |
|---|---|
| Record date for UPP | 7:00pm Tuesday, 2 October 2018 |
| Trading halt and announcement of equity raising | Wednesday, 3 October 2018 |
| Institutional Placement bookbuild | Wednesday, 3 October 2018 |
| Announcement of results of Placement and trading halt lifted | Thursday, 4 October 2018 |
| Settlement of units under the Placement | Tuesday, 9 October 2018 |
| Allotment and normal trading of Placement units | Wednesday, 10 October 2018 |
| Settlement of Acquisition | Wednesday, 10 October 2018 |
| UPP offer opens and Booklet dispatched | Monday, 22 October 2018 |
| **UPP pricing period2 ** | Monday, 12 November 2018 – Friday, 16 November 2018(inclusive) |
| UPP offer closing date | 5:00pm Friday, 16 November 2018 |
| UPP allotment date | Friday, 23 November 2018 |
| Despatch of holding statements and normal trading of new units issued under the UPP | Wednesday, 28 November 2018 |
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1 The above timetable is indicative only and subject to change. All times represent Sydney time. SCP reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws. The commencement of quotation and trading of new securities is subject to confirmation from ASX
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2 The UPP issue price will be the lower of the Placement Price and a 2% discount to the 5-day volume weighted average price prior to the closing date of the UPP, subject to a minimum price of $2.25 per unit. If the minimum price is not achieved, the UPP may not proceed
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APPENDIX
BALANCE SHEET PRO-FORMA
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| $m | 30 June 2018 | Adjustments1 | Pro-forma | Acquisitions and | Pro-forma |
|---|---|---|---|---|---|
| **Placement2 ** | |||||
| Cash | 3.7 | - | 3.7 | - | 3.7 |
| Assets held for sale | 57.9 | (57.9) | - | - | - |
| Investment properties | 2,453.8 | 75.2 | 2,529.0 | 573.0 | 3,102.0 |
| Investment available for sale | 83.4 | - | 83.4 | (83.4) | - |
| Other assets | 105.2 | 9.2 | 114.4 | - | 114.4 |
| Total assets | 2,704.0 | 2,730.5 | 3,220.1 | ||
| Debt | 867.5 | 31.0 | 898.5 | 220.6 | 1,119.2 |
| Accrued distribution | 53.2 | - | 53.2 | - | 53.2 |
| Other liabilities | 62.3 | - | 62.3 | - | 62.3 |
| Total liabilities | 983.0 | 1,014.0 | 1,234.7 | ||
| Net tangible assets | 1,721.0 | 1,716.5 | 1,985.4 | ||
| Number of units (year-end) (m) | 749.2 | - | 749.2 | 134.9 | 884.1 |
| NTA per unit ($) | 2.30 | 2.29 | 2.25 | ||
| Gearing | 31.2% | 32.1% | 34.1% |
1 Pre-acquisition pro-forma 30 June 2018 balance sheet adjusted for SURF 3 asset sales of $57.9m, Sturt Mall acquisition of $73.0m, Bushland Beach final progress claim of $2.2m and SCP co-investment in SURF 3 of $9.2m. The debt movement includes transaction costs of $4.5m on Sturt Mall
2 Post-acquisition pro-forma 30 June 2018 balance sheet adjusted for acquisition of $573.0m (funded by $309m equity and $304m of debt) and the sale of CQR investment based on 30 June 2018 book value ($4.19 per unit)
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FY19 FFO PER UNIT GUIDANCE (CPU)
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Reduction of distribution income as a result of Increase in weighted average units
CQR stake sales (5 million units in 1H19 and on issue from 754.5 million to
the remainder in 2H19) 852.2 million as a result of equity
raised to fund the Acquisition
3.91 (0.72)
(0.46)
(0.03) (2.10)
16.20
15.60 Additional corporate
costs related to the
Additional interest expense management of the
associated with transaction Acquisition portfolio
Additional net debt, net of reduction in
operating income interest expense associated
associated with with the CQR stake sale
Acquisition proceeds which are used to
portfolio [1] repay debt upon sale
FY19 Current Guidance Acquisition Portfolio Interest Expense CQR Distribution Corporate Costs Units on Issue FY19 Updated Guidance
NOI
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1 Adjusted for delayed settlement of Currambine Central with expected completion by the end of December 2018 (conditional on head landlord’s consent to the transfer of the head lease)
ASSET DESCRIPTION – WA
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Warnbro Centre
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Currambine Central [1 ]
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| • Convenience centre anchored by Coles and Woolworths supermarkets and a Big W |
• Convenience shopping, dining and entertainment experience offering the only cinemas |
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|---|---|---|---|
| Description | DDS. The centre has ample on grade parking providing easy access for the local community • Coles, Woolworths and Big W on long-leases with a WALE of 11.4 years representing 69% of GLA |
within the coastal areas north of Currambine • Securely anchored by Woolworths, Farmer Jacks (large format grocer) and Grand Cinemas on long-term leases with a WALE of 10.2 years and representing 62% of GLA • Major 75,000sqm site, with a low site coverage ratio of 23%, providing exceptional |
|
| • The only double supermarket offering in the primary trade area |
current development potential | ||
| Classification Sub Regional |
Classification Neighbourhood |
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| Key details | GLA (sqm) 21,401 Major Tenant Coles, Woolworths and Big W WALE (years) 8.6 |
GLA (sqm) 17,056 Major Tenant Woolworths, Farmer Jacks and Grand Cinemas WALE (years) 7.7 |
|
| Occupancy 99.3% |
Occupancy 98.7% |
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1 Delayed settlement of Currambine Central with expected completion by the end of December 2018 (conditional on head landlord’s consent to the transfer of the head lease)
ASSET DESCRIPTION – WA (CONT’D)
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Stirlings Central
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Kalamunda Central
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| Description | • Well located neighbourhood centre in the heart of Geraldton CBD • Key regional economy with Geraldton being the fourth largest city in WA with a population of 39,050 • Diverse tenant base with major, national and chain retailers representing 94% of GLA and 90% of gross rent |
• Located in the centre of Kalamunda, the neighbourhood centre provides the community with all its food and service needs • Non-discretionary based retail offer anchored by Coles supermarket with non- discretionary tenants representing 70% of GLA and 67% of MAT • Affluent trade area with household income levels of $104,708 p.a., 4% above Perth benchmark |
|
|---|---|---|---|
| Classification Neighbourhood |
Classification Neighbourhood |
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| Key details | GLA (sqm) 8,446 Major Tenant Woolworths WALE (years) 7.9 |
GLA (sqm) 8,352 Major Tenant Coles WALE (years) 1.5 |
|
| Occupancy 97.8% |
Occupancy 94.4% |
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ASSET DESCRIPTION – VIC
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Bentons Square
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The Gateway
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Community hub with a strong food, service and convenience tenancy mix anchored by Woolworths & Dan Murphy’s
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Securely anchored by Woolworths representing 42% of GLA, a WALE of 10.9 years and +7% y.o.y. MAT growth
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Strong performing Dan Murphy’s store, being the only large format liquor store in the Mornington Peninsula
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Convenience and fresh food focused offering the only Coles store within the trade area
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Diverse tenant base with major, national and chain retailers representing 82% of GLA and 74% of gross rent
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Ample on grade parking with easy access from the surrounding suburbs
| Key details | Classification Neighbourhood GLA (sqm) 10,023 Major Tenant Woolworths WALE (years) 6.4 Occupancy 95.1% |
Classification Neighbourhood |
|---|---|---|
| GLA (sqm) 10,865 |
||
| Major Tenant Coles and Target Country |
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| WALE (years) 4.9 |
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| Occupancy 98.9% |
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ASSET DESCRIPTION – NSW
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West End Plaza Lavington Square
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| Description | • Convenience and dining destination located within the heart of the Albury CBD and offering the only food court within the CBD driven by substantial worker base • Major tenants Coles and Kmart account for 65% of GLA and approximately 40% of income • Tenancy mix with major, national and chain retailers representing 95% of GLA and 89% of gross rent |
• Woolworths refurbished in December 2015 and has experienced strong growth since completion. The centre provides the only Big W in the region • Community destination with a range of non-retail uses including ANZ Bank, Commonwealth Bank and Australia Post helping to drive consumer traffic • Major national and chain retailers representing 91% of GLA and 84% of gross rent |
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|---|---|---|---|---|
| Classification Sub Regional |
Classification Sub Regional |
|||
| Key details | GLA (sqm) 15,934 Major Tenant Coles and Kmart WALE (years) 2.4 |
GLA (sqm) 20,467 Major Tenant Woolworths and Big W WALE (years) 4.6 |
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| Occupancy 100.0% |
Occupancy 96.8% |
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ASSET DESCRIPTION – QLD
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North Shore Village
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Oxenford Village
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Convenience shopping destination for suburbs between Maroochydore and Coolum, including Pacific Paradise, Twin Waters, Mujimba and Bli Bli
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Non-discretionary tenants, represent 86% of total centre moving annual turnover
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Income security with Coles representing 63% of GLA, on a long lease with a WALE of 9.7 years
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Located in the active community hub within the Gold Coast growth corridor
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Securely anchored by a Woolworths representing of 57% of GLA with a WALE of 8.1 years
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Non-discretionary tenants represent 86% of total centre MAT
| Key details | Classification Neighbourhood GLA (sqm) 4,076 Major Tenant Coles WALE (years) 7.3 Occupancy 100.0% |
Classification Neighbourhood |
|---|---|---|
| GLA (sqm) 5,815 |
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| Major Tenant Woolworths |
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| WALE (years) 7.3 |
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| Occupancy 99.9% |
18
KEY RISKS
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General risk factors
SCP Property Group’s (“SCP”) business activities are subject to risks, specific both to its investment in property and its operations, as well as of a general nature. Individually, or in combination, these risks may affect the future operating performance of SCP and the value of an investment in SCP. More information on risks applicable to SCP and its approach to Corporate Governance and risk management can be found on pages 107 to 115 of the SCA Property Group Product Disclosure Statement or in the About Us section of the SCP website http://www.scaproperty.com.au. Investors should carefully consider these risk factors, including the risk factors described below.
Property Valuations
Valuations ascribed to any property are influenced by a number of factors including:
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supply and demand for retail properties;
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general property market conditions; and
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the ability to attract and implement economically viable rental arrangements.
Property values may fall, and they may fall quickly, if the underlying assumptions on which the property valuations are based differ in the future. As changes in valuations of investment properties are recorded in the income statement, any decreases in value will have a negative impact on the income statement.
In addition, the independent valuations are the best estimates of the independent valuers and may not reflect the actual price a property would realise if sold. The independent valuations are subject to a number of assumptions which may not be accurate.
Capital expenditure : The forecast capital expenditure represents the current best estimate of the associated costs in maintaining the portfolio. Capital expenditure may exceed the current forecasts which could lead to increased funding costs and potentially lower distributions.
Funding: The ability of SCP to raise funds on favourable terms for future activities dependent on a number of factors including general economic, political, capital and credit market conditions. The inability of SCP to raise funds on favourable terms for future activities could adversely affect its ability to acquire or develop new properties or refinance its debt.
Refinancing requirements: SCP is exposed to risks relating to the refinancing of existing debt instruments and facilities. SCP has debt facilities maturing over the coming years. SCP may experience some difficulty in refinancing some or all of these debt maturities. The terms on which they are refinanced may also be less favourable than at present.
Interest rates: Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact SCP’s earnings and asset values due to any impact on property markets in which SCP operates.
Transaction specific risk factors
Due diligence: While SCP has undertaken thorough due diligence on the Acquisition it is possible that the due diligence has not revealed issues that will later have a materially adverse impact on the expected benefits to SCP.
Integration : SCP are the largest owners and managers of convenience-based retail centres in Australia and the management team have a strong track record of applying its asset management capabilities to integrating newly acquired centres into its portfolio. SCP has an established program of post-acquisition reviews which are undertaken to monitor the integration and performance of newly acquired businesses.
Currambine Central : The contract for Currambine Central has a condition relating to head landlord’s consent for transfer of the head lease. If the condition is not satisfied by 6 months from exchange, then either party can terminate and that acquisition does not proceed.
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FOREIGN JURISDICTIONS SELLING RESTRICTIONS
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Warranties and agreements
By accessing this presentation, you acknowledge that you understand the contents of this disclaimer and that you agree to abide by its terms.
This presentation is presented to you on the basis that you are, and you warrant that:
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if you are in Australia, you are, a professional investor or sophisticated investor and a wholesale client (as those terms are defined in the Corporations Act 2001 (Cth)), and you are not acting on behalf of a person in the United States;
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if you are outside Australia, you are a person to whom the Stapled Securities may lawfully be offered and sold without lodgement or registration of a prospectus or other offering document or other formality, and you are not acting on behalf of a person in the United States. Any person receiving this document outside Australia should refer to the information contained in section D (Foreign Jurisdictions);
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if you are in the United States, you are a dealer or other professional fiduciaries organised, incorporated or (if an individual) resident in the United States acting for an account (other than an estate or trust) held for the benefit or account of persons that are not U.S. Persons for which they have and are exercising investment discretion within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act (Eligible U.S. Fund Managers) in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in reliance on, and in accordance with, Regulation S under the US Securities Act to persons to whom the Placement Units may lawfully be offered and sold without lodgement or registration of a prospectus or other offering document or other formality;
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the Stapled Securities have not been offered to you by means of any “directed selling efforts” as defined in Regulation S under the US Securities Act; or
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if you are acting as a fiduciary or an agent for one or more accounts, you represent that you have the authority to make the foregoing acknowledgements, representations, warranties and agreements on behalf of such accounts.
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Each such person will be taken to acknowledge that it will not copy, forward, deliver or distribute this presentation, electronically or otherwise, to any other person. If you are unable to provide the foregoing warranties, please do not read this presentation. Please return it immediately to the SCA Group and destroy or delete any copies.
Distribution
Distribution of this presentation may be restricted by law. Persons who come into possession of this presentation should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
Hong Kong
Important information for “professional” and other legally permitted Hong Kong investors
Warning
This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).
No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.
Singapore
This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
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FOREIGN JURISDICTIONS SELLING RESTRICTIONS (CON’T)
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United States
This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Stapled Securities described in this presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Stapled Securities may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act (which you acknowledge that the SCA Property Group has no obligation or intention to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws.
New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The New Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:
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is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
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meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
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is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
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is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
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is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
Switzerland
The New Securities may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Securities may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the New Securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of New Securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Securities.
This document is personal to the recipient only and not for general circulation in Switzerland.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Securities.
This document is issued on a confidential basis to "professional investors" (within the meaning of the Alternative Investment Fund Managers Directive) who are also "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom. The New Securities may not be offered or sold in the United Kingdom by means of this document or any other document except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to SCA Property Group.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The New Securities are being marketed in the United Kingdom in compliance with the National Private Placement Regime (within the meaning of The Alternative Investment Fund Managers Regulations 2013). SCA Property Group’s most recent annual report and other information it has lodged with the Australian Securities Exchange can be found on the websites of SCA Property Group (www.scaproperty.com.au) and the ASX (www.asx.com.au).
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GLOSSARY
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| Term | Definition |
|---|---|
| ASX | Australian Securities Exchange |
| DDS | Discount Department Store |
| FY19 | 12 months ending 30 June 2019 |
| Gearing | Gearing is calculated as Finance debt, net of cash (with USD denominated debt recorded as the hedged AUD amount) divided by total tangible assets (net of cash and derivatives) |
| GLA | Gross lettable area, the total lettable floor area in square metres |
| MAT | Moving annual turnover |
| NTA | Net tangible assets |
| Sqm | Square metres |
| Underwriter | Citigroup Global Markets Australia Pty Limited |
| WALE | Weighted average lease expiry |
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SCA Property Group Level 5, 50 Pitt Street Sydney NSW 2000 Tel: (02) 8243 4900 Fax: (02) 8243 4999
www.scaproperty.com.au
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Disclaimer
This Presentation has been prepared by Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851) (SCPRE) as responsible entity of Shopping Centres Australasia Property Management Trust (ARSN 160 612 626) (SCA Management Trust) and responsible entity of Shopping Centres Australasia Property Retail Trust (ARSN 160 612 788) (SCA Retail Trust) (together, SCA Property Group or the Group). This presentation should be read in conjunction with the most recent SCA Property Group Financial Report and other materials available on the SCA Property Group website.
Information contained in this Presentation contains summary information about SCA Property Group’s activities and is current as at the date of release. This Presentation is of a general background nature and provided for information purposes only and has been prepared without taking account of any particular reader's financial situation, objectives or needs nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the Corporations Act 2001 (Cth). The Group is not responsible for updating, nor undertakes to update, this Presentation. This Presentation should be read in conjunction with the Group’s other periodic and continuous disclosure announcements which are available at www.scaproperty.com.au.
Citigroup Global Markets Australia Pty Limited (Citi) has acted as lead manager and underwriter in relation to the offer described in this Presentation (Offer) on the terms and conditions of an underwriting agreement entered into with the SCA Property Group. Citi has not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Presentation and there is no statement in this Presentation which is based on any statement made by it or by any of its affiliates, officers or employees. To the maximum extent permitted by law, neither the Group nor Citi and their respective affiliates, officers, employees and advisers takes any responsibility for any part of this Presentation other than references to their names and make no representation or warranty, express or implied, as to the currency, reliability, fairness, accuracy or completeness of the information, opinions and conclusions, or as to the reasonableness of any assumption, contained in this Presentation
Nothing contained in this Presentation (including forecast financial information) constitutes investment, legal, tax or other advice and should not be considered as financial advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling new securities in SCA Property Group and has been prepared without taking into account the objectives, financial situation or needs of individuals. Accordingly, readers should, before acting on any information in this Presentation, consider its appropriateness, having regard to their objectives, financial situation and needs, and seek the assistance of their financial or other licensed professional adviser that you deem necessary or appropriate before making any investment decision. SCA Property Group is not licensed to provide financial product advice. Cooling-off rights do not apply to the acquisition of new securities in the Group. This presentation does not constitute an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, nor does it form the basis of any contract or commitment. Neither the Group nor Citi and their respective affiliates, officers, employees and advisers make any recommendation as to whether any potential investor should participate in the Offer. Further, neither the Group nor Citi and their respective affiliates, officers, employees and advisers accept any fiduciary obligations to or relationship with any investor or potential investor in connection with the offer of new securities in SCA Property Group or otherwise. The forward looking statements, opinions and estimates included in this Presentation involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, the Group. In particular, they speak only as of the date of this Presentation, they assume the success of the Group’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks. Please see the “Key risks” section of this Presentation for further details about those risks. SCA Property Group does not guarantee any particular rate of return or the performance of the Group, nor does it guarantee the repayment of capital from the Group or any particular tax treatment. Actual future events may vary materially from forward looking statements and the assumptions on which those statements are based. Given these uncertainties, readers are cautioned not to place undue reliance on such forward looking statements.
By reading this Presentation and to the extent permitted by law, the reader releases each entity in the Group and Citi and their respective affiliates, directors, officers, employees, representatives or advisers from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising in relation to any reader relying on anything contained in or omitted from this Presentation. The Group, or persons associated with it, may have an interest in the securities mentioned in this presentation, and may earn fees as a result of transactions described in this presentation or transactions in securities in SCA Property Group.
Investors should note that this Presentation contains pro forma financial information. In preparing the pro forma financial information, certain adjustments were made to the Group’s audited balance sheet as at 30 June 2018 that SCA Property Group considered appropriate to reflect the application of the proceeds of the Offer and pay for the transaction costs associated with the Offer, as if the Offer and application of proceeds had occurred on 30 June 2018. The pro forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. All values are expressed in Australian dollars unless otherwise indicated. All references to “units” are to a stapled security comprising one unit in the SCA Retail Trust and one unit in the SCA Management Trust. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The new shares have not been, nor will be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States.
The new shares may not be offered or sold to, directly or indirectly, any person in the United States or any person that is, or is acting for the account or benefit of, any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.