augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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0 5 Equity Raise 2 0 Presentation 2 0 augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020 Disclaimer and important notice This presentation has been prepared by Augusta Capital Limited (NZ company number 1873288, ticker
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Disclaimer and important notice
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This presentation has been prepared by Augusta Capital Limited (NZ company number 1873288, ticker AUG) (Augusta or the Company) and is dated 5 May 2020. This presentation has been prepared to provide information in relation to the placement and accelerated entitlement offer of new shares in Augusta (the New Shares) under clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA). Information The information in this presentation is of a general nature, and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Augusta or that would be required in a product disclosure statement for the purposes of the FMCA. Augusta is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (NZX). The historical information in this presentation is, or is based upon, information that has been released to NZX. This presentation should be read in conjunction with Augusta’s other periodic and continuous disclosure announcements released to NZX (which are available at www.nzx.com/companies/AUG). No information set out in this presentation will form the basis of any contract. Not financial product advice This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire Augusta securities, and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and consult an NZX Firm or solicitor, accountant or other professional advisor if necessary. Investment risk An investment in securities in Augusta is subject to investment and other known and unknown risks, some of which are beyond the control of Augusta. Augusta does not guarantee any particular rate of return or the performance of the Company. Not an offer This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand law or any other law (and will not be lodged with the Registrar of Financial Service Providers). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to acquire New Shares must be made on the basis of the information to be contained in a separate offer document which will be available following its lodgement with NZX (Offer Document). Any eligible shareholder who wishes to participate in the offer for New Shares should consider the Offer Document in deciding to apply under that offer. Anyone who wishes to apply for New Shares will need to apply in accordance with the instructions contained in the Offer Document and Entitlement and Acceptance Form accompanying the Offer Document or as otherwise communicated to the shareholder. This presentation does not and will not form any part of any contract for the acquisition of New Shares.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Disclaimer and important notice (continued)
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Distribution of presentation This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by Augusta of any law. The distribution of this presentation in other jurisdictions outside New Zealand may be restricted by law, and persons into whose possession this presentation comes should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See “Foreign Selling Restrictions” section of this presentation. None of Augusta, any person named in this presentation or any of their affiliates accepts or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction. Not for distribution or release in the United States This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United
and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. Past performance Past performance information provided in this presentation may not be a reliable indication of future performance. No guarantee of future returns is implied or given. Forward-looking statements This presentation may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Augusta. Forward-looking statements can generally be identified by use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions. All such forward- looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Augusta, which may cause the actual results or performance of Augusta to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such forward- looking statements speak only as of the date of this presentation. Augusta undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the information contained herein, except as required by law or regulation (including the Listing Rules). Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and performance) are based upon the best judgment of Augusta from the information available as of the date of this presentation. Actual results may vary from the projections and such variations may be material. You are cautioned not to place undue reliance on forward-looking statements.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Disclaimer and important notice (continued)
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Financial information The financial information included in this presentation has been prepared (unless otherwise specified) on a basis consistent with the standards used in preparation of Augusta’s 31 March 2019 Annual Financial Statements. Minor variances may exist in this presentation due to rounding. Non-GAAP financial information Certain financial information included in this presentation is non-GAAP financial information. This non-GAAP financial information is not audited, and caution should be exercised as other companies may calculate these measures differently. The non-GAAP financial information includes pro forma financial information to which certain adjustments have been made. Currency All currency amounts in this presentation are in NZ dollars unless stated otherwise. Disclaimer None of Jarden Securities Limited, Jarden Partners Limited, Forsyth Barr Limited. Forsyth Barr Group Limited or their related companies and affiliates (together, the Underwriters) take any responsibility for any part of this presentation. None of Augusta, the Underwriters or their related companies and affiliates including, in each case, their respective shareholders, directors,
under any obligation to you if they become aware of any change to or inaccuracy in the information in this presentation. To the maximum extent permitted by law, each Specified Person disclaims and excludes all liability whatsoever for any loss, damage or other consequence (whether foreseeable or not) suffered by any person from the use of the content of this presentation, from refraining from acting because of anything contained in or omitted from this presentation or otherwise arising in connection therewith (including for negligence, default, misrepresentation or by omission and whether arising under statute, in contract or equity from any other cause). To the maximum extent permitted by law, no Specified Person makes any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. You agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation and content of this presentation and waive any rights you may otherwise have in this respect. The Underwriters may have interests in the securities of Augusta, including providing investment banking services to Augusta. Further, the Underwriters may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Underwriters may receive fees for acting in their capacity as arrangers and underwriters of the Equity Raise.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Disclaimer and important notice (continued)
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Acceptance By attending or reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with the contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; (iii) you will base any investment decision solely on information released by Augusta via NZX (including, in the case of the New Shares, the Offer Document); and (iv) you agree that this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. For purposes of this Disclaimer and Important Notice, “presentation” shall mean the slides, any oral presentation of the slides, by Augusta, any question-and-answer session that follows that
The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. Augusta reserves the right to withdraw,
meaning given to them in the Glossary at the back of the Offer Document
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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COVID-19 has had a significant impact
▪ Two planned fund offerings and Asset Plus (APL) capital raise did not proceed which has materially impacted the business and FY20 results ▪ Expected FY20 AFFO1 around breakeven and FY20 NPAT loss of $27 million primarily impacted by fair value decreases to investment property2 ▪ Balance sheet strained as a result of offerings that did not proceed
Decisive action being taken to address impacts
▪ Augusta is adapting its strategy and operations and strengthening its balance sheet ▪ Raising $45 million of equity to repay debt and restore financial flexibility – Centuria has committed to participate in the Equity Raise (see page 9)
Augusta’s long-term business model and investment thesis remain strong
▪ Augusta remains focused on sourcing new deals to be able to bring new fund offerings to market as conditions improve
Taking decisive action
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1) Adjusted funds from operations (AFFO) is non-GAAP financial information and is a common investor metric, calculated based on guidance issued by the Property Council of Australia. A reconciliation of NPAT to AFFO is included in Appendix F on page 37. The AFFO calculation has not been reviewed by the auditors. 2) Unaudited figures. See page 38 for basis of pro forma financial information
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Strengthening balance sheet through $45 million raise & other actions
Overview of actions being taken
▪ Raising $45 million of equity, comprising a fully underwritten $12.4 million placement (Placement) and a fully underwritten $32.6 million pro rata entitlement offer (Entitlement Offer) - see page 9 for details on Centuria participation in the Equity Raise ▪ Augusta has received approval from its existing lender for a relief package including a relaxation of the LVR covenant on the Investment Facility and waivers of all other financial covenants on available existing facilities up until 31 March 2021 (inclusive), an extension of the term of the Warehouse Facility to 30 June 2021 and other confirmations1 – see page 22 for further detail ▪ Following the Equity Raise, Augusta expects to have sufficient capacity to be able to repay all debt facilities as they fall due (excluding the Investment Facility which is used to fund co-investment in managed funds and is intended to remain drawn)2 ▪ No Q4 dividend to be paid. Future dividends to be determined by the Board having regard for a sustained recovery in profitability ▪ Deferring all non-essential expenditure and cash outflows (including deferring development activities) ▪ Materially reducing overheads by up to 20% from original targets through cost reduction initiatives including: ‒ 10% reduction in Director fees and Senior Management salaries for approximately 6 months ‒ 10% reduction in other staff salaries or a reduction in hours worked to 80% for 3 months ‒ material reduction in operating overheads amounting to approximately $0.7 million annual saving ‒ further changes being made to Augusta Board (detailed on page 39) which will further reduce Director costs ▪ Received New Zealand Government COVID-19 wage subsidy of $0.3 million in April 2020
Strengthened balance sheet
▪ Equity Raise proceeds intended to be used to strengthen Augusta’s balance sheet through repayment of debt facilities and creation
▪ Post the Equity Raise Augusta will expect to have pro forma net cash of $11 million3 allowing Augusta to take advantage of fund raising opportunities as market conditions improve
1) Bank relief package subject to the successful completion of an Equity Raise by Augusta of at least $25 million by 30 June 2020, repayment of the drawn balance under the Funds Management Facility and Overdraft Facility, and a reduction in the limit and drawn balance of the Investment Facility of $1 million. 2) $15 million Funds Management Facility intended to be repaid out of proceeds from the Equity Raise but to remain available for drawdown in the future when conditions allow 3) Pro forma as at 31 March 2020 ($26 million cash and borrowings of $15 million)
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Rationale for Equity Raise size
▪ Augusta believes that following a $45 million Equity Raise it will have sufficient capacity, based on a conservative set of assumptions, that allows for: ‒ the business to operate at near break-even operating earnings for the next 24 months, assuming no new fund offerings ‒ no benefit arising from the assets that were intended to seed the Augusta Property Fund, no return of deposits paid ($7.3 million) and an allowance to cover Augusta’s assessment of the reasonable range of any future claims ‒ no cash release from the assets that were intended to seed the Augusta Tourism Fund (noting the Equity Raise provides Augusta the ability to retain these assets on its balance sheet until market conditions are more conducive for realising value for the assets) ‒ the business to meet essential capital commitments over the period ‒ the business to service all debt facilities remaining drawn post the Equity Raise ‒ repayment of all debt facilities as they fall due (except for the $9 million Investment Facility which is intended to remain drawn) ‒ the creation of a pro forma net cash position of $11 million which can be used to support fund offering opportunities arising once conditions recover including flexibility to participate in any future capital raise by APL if and when this arises ▪ Augusta believes $45 million allows the business to operate over the next 24 months as provided above: ‒ without being in breach of banking covenants or requiring further covenant relief ‒ without requiring further access to equity capital over that period ▪ Augusta has received independent advice from Cameron Partners supporting the sufficiency of a $45 million Equity Raise size ▪ The Equity Raise has been sized on a set of conservative assumptions to ensure sufficiency – however Augusta will look to continue to source and execute fund offering opportunities (which represents upside to the sizing analysis outlined above)
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Centuria participation in the Equity Raise
▪ Centuria1 has entered into a binding commitment letter to participate in the Equity Raise through: i. committing to subscribe for approximately 17.5 million shares in the Placement (which would result in a shareholding of 15.6% after the Placement component of the Equity Raise) ii. committing to exercise all its entitlements through the Institutional Offer (being approximately 9.2 million pro rata shares) (shares issued under the Placement being cum-entitlement)
completion of the institutional component of the Entitlement Offer. Centuria’s shareholding will not exceed 24.99% of the shares on issue after completion of the Equity Raise (and is in accordance with the COVID-19 Takeovers Code exemption notice and the terms
▪ Offer Price for the Placement and Entitlement Offer will be $0.55 per share (see page 24 for further details on the Equity Raise) – accordingly Centuria and other investors will pay $0.55 for each share issued under the Placement and Entitlement Offer ▪ As part of Centuria’s participation in the Equity Raise, a nominee of Centuria will be appointed as a non-independent director of Augusta with effect from the date of allotment of the Retail Entitlement Offer (or such later date as Centuria advises to Augusta)
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1) Centuria Capital Limited and Centuria Funds Management Limited (together “Centuria”)
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Augusta investment thesis
Outline
COVID-19 impact and response Financial update Key risks Equity Raise
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Appendix
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
COVID-19 has had a significant impact on Augusta
Planned Augusta Tourism Fund (ATF)
▪ Assets that were intended to seed the ATF remain on the Augusta balance sheet ▪ Allocation of capital to these assets has strained the Augusta balance sheet (incl. debt taken on to fund the assets)
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Balance sheet impacts P&L / cash flow impact
▪ No fees from the planned establishment and
▪ Development costs to date and further $3 million of costs to defer developments ▪ Holding costs (non income producing)
Withdrawal of Augusta Property Fund (APF)
▪ Inability to settle on the Albany Lifestyle Centre has resulted in the loss of the $4.5 million deposit already paid
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▪ No fees from the planned establishment and
▪ Sunk offer fees of $2.5 million ▪ Inability to recycle the $2.75 million deposit on the Anglesea Medical Centre
Withdrawal of Asset Plus (APL) capital raise and subsequent share price decline
▪ Reduction in market value of Augusta’s approximately 18.9% shareholding in APL
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▪ No one-off leasing fee, additional development fees1, management fees or investment income to Augusta that would have resulted from completion of the APL capital raise announced 10 March 2020
Increased market volatility and uncertainty inhibits bringing new fund
▪ Augusta has a Funds Management Facility with ability to drawdown governed by EBITDA performance – near breakeven operating earnings mean this facility needs to be repaid
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▪ Near-term operating earnings are expected to be near breakeven until Augusta can bring new fund offerings to market
1) Augusta Capital received a $250,000 development management fee in FY20 for work done to date on the proposed APL developments
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Augusta has adapted its strategy in response to COVID-19
Deferring tourism developments until market recovery Managing the business through COVID-19 disruptions
▪ Business continuity plan fully implemented with all staff now working from home ▪ Deferring non-essential expenditure and cash outflows (including ceasing development activities) ▪ Materially reducing overheads by up to 20% from original targets through cost reduction initiatives ▪ Development is being deferred on ATF seed assets3 ▪ Equity Raise provides flexibility to hold properties on Augusta balance sheet until market conditions are more conducive to realising value for the assets ▪ See Appendix A for background on ATF seed assets and Appendix C for Lakeview development
Creating financial flexibility to pursue future growth
▪ Strengthening balance sheet through Equity Raise to reduce debt and create a pro forma net cash position of $11 million4 providing flexibility to pursue transactions and launch fund offerings in the future ▪ The Equity Raise also creates flexibility for Augusta to participate in any new APL capital raise if and when this arises5
Adapting strategy for APF seed assets
▪ Negotiated deferral of settlement on the Anglesea Medical Centre to 30 September 2020, conditional on approval by the vendor’s shareholders by 15 May 20201 – potential to bring to market through a new fund offering or single asset vehicle (see page 33 for background)2 ▪ Contract for the acquisition of the Albany Lifestyle Centre was cancelled by the vendor2
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1) Liability capped at a further $1.35 million over and above the deposit of $2.75 million already paid to the vendor and a contribution towards the vendor’s costs and partial rental abatement of up to a maximum of $390,000 2) See also page 28 relating to contracted acquisitions for the Augusta Property Fund 3) See also page 28 relating to tourism asset developments 4) $11 million pro forma net cash position is as at 31 March 2020 before incurring $3 million of development costs up to ceasing works, and repayment of further drawdown of the Overdraft Facility 5) Augusta had previously committed to subscribe for $5 million of new shares in the APL offering as announced on 10 March 2020
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Augusta investment thesis and long-term fundamentals remain strong
Recap on Augusta business model
Business Model
Use Of Balance Sheet
▪ Warehousing assets ▪ Developments ▪ Underwriting offers ▪ Investment income
New Deals
▪ Offeror fees ▪ Acquisition Fees ▪ Underwriting fees
Funds Management
▪ Recurring management fees ▪ Development management ▪ Transactional income ▪ Manage equity ▪ Treasury management ▪ Investor relations & reporting
▪ Ability to source deals across a range of property sectors (office, industrial, retail and looking to expand into new sectors in future) ▪ Broad product offerings spanning funds and single asset vehicles ▪ Strong retail investor following across New Zealand ▪ Alignment of interests through co-investments in managed funds (Augusta Industrial Fund, APL and potentially new offerings in future) ▪ Three core income streams are deal generation fees, management fees and investment income ▪ Immediate focus on the managed portfolio and preserving investor equity due to COVID-19 impacts, whilst continuing to pursue new
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Augusta is a property funds management business
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Large format retail 11% Supermarkets 6% Shopping centres 8% Office 33% Tourism 2% Industrial 39%
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AUM split by sector NZ$m
Industrial 707.8 34 Office 610.3 8 Retail 470.2 26 Tourism 45.3 3 Total 1,833.5 71
1) Based on draft valuations as at 31 March 2020 (not including contracted purchases) received by 28 April 2020
Augusta manages $1.83 billion of property fund assets1
Downside risk protection via high portion of set fees % of base fees Set fee (annual increases) 48% % of asset value 36% % of rent received 16% Total 100%
Strong diversification in property sectors
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Augusta managed funds
AIF 19% APL 8% Development assets 2% Other 2% Single asset vehicles 70% APL: Asset Plus AIF: Augusta Industrial Fund Retail 25%
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
FY20 financial performance (unaudited)1
▪ Annualised base management fee of approximately $7 million as at 31 March 2020 ▪ FY20 materially impacted as no new offerings were completed ▪ Overall net revenue reduction of $12.7 million against the prior financial year with overheads broadly in line ▪ The planned APF and ATF offerings which did not proceed resulted in an inability to charge potential fees (~$7.5 million) as well as already incurred costs (~$2.5 million) which cannot be recovered ▪ Capital was deployed into tourism assets which are not income producing (whilst prior financial year included rental income from Finance Centre) ▪ Adjusted funds from operations (AFFO)2 expected to be near breakeven for FY20 ▪ Material NPAT loss of $27 million for FY20 primarily impacted by fair value reductions to tourism assets (investment property) and APL shareholding, and loss of deposit on the Albany Lifestyle Centre (refer to page 37 for AFFO reconciliation) ▪ Augusta expects to announce its final audited FY20 results in the second half of June 2020
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1) FY20 financial information as included is taken from management accounts and, accordingly, is not audited and has not been reviewed by Augusta’s external auditors. Following the audit process, FY20 financial information in this presentation may
presently expect to rely upon the NZX class waiver in relation to its annual report for FY20, but will update investors should this expectation change. 2) Adjusted funds from operations (AFFO) is non-GAAP financial information and is a common investor metric, calculated based on guidance issued by the Property Council of Australia. A reconciliation of NPAT to AFFO is included in Appendix F on page 37. The AFFO calculation has not been reviewed by the auditors.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
FY20 financial position (unaudited)
▪ Financial flexibility as at 31 March 2020 is below desired levels as a result of working capital and undrawn facilities being applied to the tourism developments throughout the financial year ▪ Deposit paid on Anglesea Medical Centre remains as a receivable on the Augusta balance sheet ▪ Material reductions in the fair value of investment property and investment assets has primarily been driven by the impacts of COVID-19 and consequential impact on international travel and tourism ▪ Existing borrowings are all classified as current liabilities - Augusta received relevant covenant waivers in respect of its facilities as at 31 March 2020 ▪ Pro forma net cash position is reflected under the pro forma capitalisation table on page 23
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NZ$m 31 March 2020 Pro forma adjustments Pro forma as at 31 March 2020 Cash
25.9 Deposits (receivable) 2.8 2.8 Assets held for sale 0.9 0.9 Other current assets 4.2 4.2 Total Current Assets 7.9 25.9 33.8 Investment property 28.8 28.8 Property, plant and equipment 0.9 0.9 Investment assets 30.3 30.3 Goodwill and intangibles 20.0 20.0 Other non-current assets 8.3 8.3 Total Non-current Assets 88.4 88.4 Total Assets 96.3 25.9 122.2 Current liabilities1 5.5 (1.0) 4.5 Borrowings 31.0 (16.0) 15.0 Total Current Liabilities 36.5 (17.0) 19.5 Total Non-current Liabilities 4.2 4.2 Total Liabilities 40.7 (17.0) 23.7 Total Equity (net of transaction costs) 55.7 42.9 98.6
1) Includes Overdraft Facility which was drawn to $1 million as at 31 March 2020
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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Outlook for FY21
▪ Continue to target new opportunities albeit in a tougher market environment ▪ Stability required to execute new fund
valuation certainty ▪ Investor appetite prior to COVID-19 disruption was strong, driven by investors seeking yield in a low interest rate environment – long-term fundamentals of property investment remain strong ▪ Near-term operating earnings are expected to be near breakeven (including overhead reduction) until market conditions permit the execution of new fund offerings
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Intended use of Equity Raise proceeds
$45 million Equity Raise will allow Augusta to pay down debt facilities and restore financial flexibility
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Overdraft Facility ▪ Proceeds intended to be used to repay a short-term Overdraft Facility (drawn to $1 million as at 31 March 2020)1 Funds Management Facility ▪ Proceeds intended to be used to repay a fully drawn $15 million Funds Management Facility ▪ Facility is governed by EBITDA performance – allowing ability to draw down in the future as Augusta profitability recovers ▪ Facility expires 30 November 2021 – possibility to extend facility term on an annual basis at the lender’s discretion Warehouse Facility ▪ Fully drawn $6 million Warehouse Facility has been used to partially fund the Cook St and Man St acquisitions ▪ Equity Raise will provide ability to repay the Warehouse facility, however Augusta has received from the lender an extension to the facility to 30 June 20212 and intends to keep the facility drawn for additional short-term liquidity Investment Facility ▪ Investment Facility is intended to remain drawn after the Equity Raise with the limit reduced from $10 million to $9 million until 31 March 2021 (previous limit could be reinstated beyond this date according to the terms of the facility) ▪ Facility expires 30 November 2021 Covenant waivers ▪ Augusta has received approval from its existing lender for a relief package including a relaxation of the LVR covenant on the Investment Facility and waivers of all other financial covenants on available existing facilities up until 31 March 2021 (inclusive)2 ▪ There are no financial covenants on the Warehouse Facility Restoring financial flexibility ▪ Remaining proceeds, net of transaction related costs, will create a pro forma net cash balance of $11 million3 providing financial flexibility to enable future fund offerings (including flexibility to participate in any new capital raise by APL)
1) The Overdraft Facility is expected to be near fully drawn to $5 million by the time of completion of the Equity Raise and will be cancelled once fully repaid following the Equity Raise 2) Bank relief package subject to the successful completion of an Equity Raise by Augusta of at least $25 million by 30 June 2020, repayment of the drawn balance under the Funds Management Facility and Overdraft Facility, and a reduction in the limit and drawn balance of the Investment Facility of $1 million. 3) Pro forma as at 31 March 2020 ($26 million cash and borrowings of $15 million)
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Sources & uses and pro forma capitalisation
Source & uses of funds – as at 31 March 2020 Pro forma capitalisation – as at 31 March 2020
Sources NZ$m Equity Raise gross proceeds 45 Total 45 Uses NZ$m Paydown of existing debt1 17 Transaction related costs 2 Cash to balance sheet2 26 Total 45 Current – as at 31 March 2020 Limit Drawn Overdraft Facility 5 1 Funds Management Facility 15 15 Warehouse Facility 6 6 Investment Facility 10 10 Cash
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1) Includes $1 million for the repayment of the Overdraft Facility, full repayment of Funds Management Facility and reduction of Investment Facility by $1 million as at 31 March 2020. 2) Includes allowance for $3 million of additional capital expenditure required to get development sites into a state where development works can be deferred until a clear exit strategy can be identified and executed and the Overdraft Facility is expected to be near fully drawn to $5 million by the time of completion of the Equity Raise. 3) The Funds Management Facility is assumed to be fully repaid – the limit is reduced to nil but can be increased up to a level of $15 million in the future at the discretion of the lender.
Pro forma – as at 31 March 2020 Limit Drawn Overdraft Facility
6 6 Investment Facility 9 9 Cash
Net debt / (cash) (11)
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Equity Raise details
Offer size and structure
▪ $45 million Equity Raise (Equity Raise) comprising – $12.4 million fully underwritten Placement – $32.6 million fully underwritten pro rata accelerated Entitlement Offer ▪ Approximately 81.7 million new Augusta ordinary shares (New Shares) will be issued under the Equity Raise ▪ See page 9 for details of Centuria’s participation in the Equity Raise
Offer price
▪ $0.55 per new share (Offer Price) representing: – 19.2% discount to TERP1 – 31.3% discount to last closing price of $0.80 per share as at 1 May 2020
Institutional Entitlement Offer
▪ Eligible institutional shareholders will be invited to take up their entitlements in an accelerated Institutional Entitlement Offer ▪ The Entitlement Offer is non renounceable and any entitlements not taken up will lapse
Retail Entitlement Offer
▪ Eligible retail shareholders will be sent offer materials and invited to take up their entitlements in a Retail Entitlement Offer ▪ The rights will not be listed on NZX and there will be no shortfall bookbuild for those entitlements not taken up by eligible retail shareholders or the entitlements of ineligible retail shareholders ▪ The Retail Entitlement Offer is non renounceable and any entitlements not taken up will lapse
Ranking
▪ All shares issued under the Placement are cum-entitlements ▪ All New Shares will rank equally with existing Augusta Capital ordinary shares from date of issue
Underwriting
▪ Mark Francis has committed to subscribe for $3 million of new shares, with the balance of the Equity Raise fully underwritten by Jarden Partners Limited and Forsyth Barr Group Limited
Board support
▪ The Board is supportive of the Equity Raise with Mark Francis committing to subscribe for $3 million through participation in the Entitlement Offer
Raising $45 million through a Placement and Entitlement Offer at $0.55 per new share
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1) TERP is the Theoretical Ex-Rights Price at which Augusta ordinary shares would trade immediately after the ex-rights date for the Entitlement Offer. TERP is calculated with reference to Augusta’s closing share price of $0.80 on 1 May 2020 and includes all new shares issued under the Equity Raise. TERP is a theoretical calculation only and the actual price at which Augusta ordinary shares will trade immediately after the ex-rights date for the Entitlement Offer will depend on many factors and may not be equal to TERP Note: Augusta issued 2,183,145 shares under long term incentive arrangements relating to the takeover bid by Centuria Capital. Following termination of the bid implementation agreement as announced on 26 March 2020 Augusta intends to cancel for nil consideration the shares issued in relation to the previous bid by Centuria Capital (such cancellation will only be implemented after the Equity Raise)
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Equity Raise timetable
Key dates Date Trading Halt commenced Monday, 4 May 2020 Record date for the Entitlement Offer 5:00pm on Thursday, 7 May 2020 Institutional Placement Placement closes Tuesday 5 May 2020 NZX settlement and allotment of New Shares under the Placement (Centuria only) Tuesday, 5 May 2020 NZX settlement and allotment of New Shares under the Placement (all other investors) (prior to 5:00pm) Thursday, 7 May 2020 Institutional Entitlement Offer Institutional Entitlement Offer opens Tuesday, 5 May 2020 Institutional Entitlement Offer closes (for New Zealand, Australia and Asia) Tuesday, 5 May 2020 Institutional Entitlement Offer closes (for Rest of World) Wednesday, 6 May 2020 Trading halt lifted and shares recommence trading on NZX on an ‘ex-rights’ basis Wednesday, 6 May 2020 NZX settlement and allotment of New Shares under the Institutional Entitlement Offer Tuesday, 12 May 2020 Retail Entitlement Offer Retail Entitlement Offer opens Friday, 8 May 2020 Offer Document dispatched to Eligible Retail Shareholders Friday, 8 May 2020 Retail Entitlement Offer closes Tuesday, 19 May 2020 NZX settlement and allotment of New Shares under the Retail Entitlement Offer Tuesday, 26 May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Key risks relating to the Equity Raise
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▪ This section outlines the key risks Augusta has identified relating to the Equity Raise. These risks may affect the future operating and financial performance of Augusta and the Augusta share price. Like any investment, there are risks associated with an investment in Augusta’s shares. Please note that this section does not (and does not purport to) set out all of the risks related to an investment in Augusta shares, the future
currently believed to be immaterial, could turn out to be material ▪ Investors should be aware that the spread of COVID-19, its effect on the global economy and actions taken in response by the New Zealand government, and other governments around the world, has had a material adverse effect on Augusta, its financial performance and position, liquidity, financial condition and operations. It is not currently clear when these negative impacts will begin to abate. It is also likely that there will be further unforeseen negative impacts as COVID-19 continues to spread. There is no certainty as to the severity or likelihood of any such unforeseen impacts arising nor whether any mitigating action will be effective or can be taken ▪ In light of the COVID-19 pandemic, extra caution should be taken when assessing the risks associated with investment. The rapidly changing COVID-19 situation is bringing unprecedented challenges to global financial markets, and the economy as a whole. Capital markets have seen equity securities suffer from spikes in volatility and significant price decline ▪ Before deciding whether to invest in Augusta shares, you must make your own assessment of the risks associated with an investment in Augusta, including the inherent uncertainties as to the impact of COVID-19 noted above, and consider whether such an investment is suitable for you having regard to publicly available information (including this presentation), your personal circumstances and following consultation with a financial or
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Key risks relating to the Equity Raise (continued)
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Risk Details Augusta Property Fund contracted acquisitions ▪
The initial offering of the Augusta Property Fund (APF) has been withdrawn. APF was to have two initial seed assets (the Albany Lifestyle Centre and Anglesea Medical Centre), both of which were subject to unconditional acquisition contracts.
▪
A deposit of $2.75 million has been paid by Augusta to secure the acquisition of the Anglesea Medical Centre, such deposit remaining an asset on the balance sheet of Augusta. Augusta has agreed a variation with the vendor of the Anglesea Medical Centre to extend the settlement date to 30 September 2020 with a contribution towards the vendor’s costs and partial rental abatement of up to $390,000, and to cap any further liability should Augusta fail to settle at $1.35 million. The variation is subject to the approval by way of special resolution of the vendor’s shareholders. There remains a risk that approval for the extended settlement date is not obtained, which would result in Augusta losing the deposit paid and being at risk for uncapped damages for failure to complete the acquisition. Should this occur it would have a negative impact on Augusta’s financial position. There is no guarantee that the acquisition completes, whether due to an adverse change in macro-economic conditions, failure to satisfy conditions or otherwise. The Equity Raise has been sized to allow for no return of the deposit paid, payment of the $1.35 million maximum amount of further liability and other agreed payments as a contribution towards the vendor’s costs and partial rental abatement of up to $390,000.
▪
The vendor of the Albany Lifestyle Centre has cancelled the acquisition contract with Cook Property Group Limited (who had agreed to nominate an Augusta managed entity as the purchaser). As a result, the $4.5 million deposit funded by Augusta has been forfeited to the vendor. While Augusta is not the counterparty to the acquisition contract, there is a risk that Augusta (or its associated entities) may be subject to further claims in relation to the proposed acquisition. This could include claims for loss of value, interest and other costs, less ongoing rental income received by the vendor and the deposit funded by Augusta. The vendor has a duty to mitigate its loss. The Equity Raise has been sized to allow for Augusta’s assessment of the reasonable range of any future claims.
Tourism asset developments ▪
A subsidiary of Augusta is currently undertaking two developments of properties in the tourism sector, Man St, Queenstown and Cook St, Auckland, as described in more detail in Appendix A on page 32. The tourism sector is being significantly affected by COVID-19. It is unclear how or when the tourism sector will recover as New Zealand moves into the lower Alert Levels. The Augusta subsidiary’s current intention is to complete these developments by their respective sunset dates but is in active discussions with the tenant and
▪
Augusta’s fair value assessment of the developments assumes that the tenant and operator remain in place for these developments. There is a risk that the tenant or operator may seek to exit these contractual arrangements. This could occur where the sunset date occurs without the development having completed or where the Augusta subsidiary fails to perform its development obligations. Assessing the fair value of tourism assets is highly judgmental due to the need to consider the state of the tourism market at the time these developments are completed. Further unforeseen changes to tourism may result in changes to the fair value assumptions considered by the Directors as at the date of this Presentation.
▪
Continuing delays to completion of developments increases the cost of these developments, in the form of associated holding costs, as well as the opportunity cost of having capital tied up in projects which have stalled. There is also a risk that these developments may be more costly to complete once New Zealand moves into the lower Alert Levels due to changes in the construction market and supply of materials potentially being limited. If in the Augusta subsidiary’s opinion the cost to complete these developments will not provide an acceptable return for shareholders, it may seek to exit these developments or renegotiate the arrangements which may incur additional costs. There is no guarantee that either development can be disposed of, including at a price that reflects the costs of the development, or that the arrangements can be satisfactorily renegotiated.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Key risks relating to the Equity Raise (continued)
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Risk Details Existing funds management earnings risk ▪
There are a range of metrics used to calculate the management fees payable to Augusta. If the value of assets under management is reduced, or there is a reduction in the payment of rent by tenants, this could have a material adverse effect on the management fees paid to Augusta in relation to certain funds and assets. Due to the uncertainty regarding the spread of COVID-19 in New Zealand, and the timing within which New Zealand will exit the COVID-19 Alert Levels, at this time Augusta cannot forecast the extent to which COVID-19 will impact the management fees payable to Augusta in FY21. However, there may be a material adverse impact to FY21 earnings if New Zealand remains at the COVID-19 Alert Levels for a sustained period.
▪
The expectation that near-term earnings will be near break even assumes a certain level of transactional fees from Augusta’s managed portfolio. These fees are generated from leasing activity, sales of properties and development/project management. While the level of fees assumed in FY21 is lower than recent financial years, there is no guarantee that this recued level of fees will be generated.
New acquisitions / fundraising risk ▪
It has become difficult to execute property transactions in the current environment, which is having a generally negative impact on the New Zealand property market. In some cases, Augusta cannot follow through with transactions already progressed, and Augusta’s ability to source new properties to acquire has been affected. The timing within which New Zealand will exit the COVID-19 Alert Levels, the recovery of the property market and the impact on investor sentiment towards property is uncertain.
▪
Whilst New Zealand is at Alert Level 3, it is challenging to obtain external valuations and to undertake due diligence for potential acquisitions. In addition, the impact of COVID-19 has led to uncertainty as to the future ability of tenants in both planned developments and existing properties to pay rent. These factors may limit Augusta’s ability to appropriately assess and execute new acquisitions.
▪
As a result of COVID-19, banks and other financial institutions are generally less willing to lend capital or have increased their lending margins. This may have a negative impact on Augusta’s ability to launch new fund offers or fund future developments.
▪
Augusta will also be unable to complete acquisitions if it is unable to find investors who wish to invest in the relevant opportunity. Investors may be less willing to invest in
as this may have a negative impact on Augusta’s reputation. In the current environment, it may also prove challenging to find underwriters who wish to underwrite new acquisitions, including because such underwriters may also be facing financial difficulties due to COVID-19.
▪
Augusta generates offeror fees, acquisition fees and underwriting fees through new acquisitions. If Augusta is unable to successfully undertake new acquisitions, whether due to the factors noted above or otherwise, there is a risk such fees will reduce, and Augusta does not return to profitability.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Key risks relating to the Equity Raise (continued)
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Risk Details Performance of existing funds and assets ▪
COVID-19 is causing some tenants within the portfolio of properties managed or owned by Augusta financial stress, resulting in those tenants not paying some or all of the rent they would otherwise be required to pay. There is a risk that the number of tenants in this position increases and a further risk that tenants become insolvent or cease operating. If this occurs, existing funds and assets will be adversely affected, which may in turn have a negative impact on the fee income received by Augusta and dividend income where Augusta has an ownership interest in the relevant fund, which will both in turn have an adverse impact.
Banking support risk ▪
Following the Equity Raise, the Warehouse Facility will expire on 30 June 2021. The Investment Facility will expire on 30 November 2021. While we expect these facilities will both be refinanced on similar terms, there remains a risk that these facilities are not able to be refinanced, or are refinanced on less favourable terms, which may reduce Augusta’s cash position and/or require the sale of assets.
▪
Augusta has received partial covenant waiver relief and amendment from its lender up until 31 March 2021 (inclusive) which is conditional on a minimum $25 million Equity Raise being successfully completed. However, there remains a risk that the underwriting agreement for the Equity Raise is terminated and Augusta is unable to successfully complete a minimum $25 million Equity Raise, as required by the partial covenant waiver. If this were to occur, and Augusta is unable to obtain further support from its lender, Augusta may need to refinance its existing debt on less favourable terms or take other actions to achieve compliance with its covenants, which may have a material adverse effect on its
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix A: Background on Augusta Tourism Fund seed assets
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54 Cook Street, Central Auckland 17-19 Man Street, Queenstown
▪ Located on the corner of Cook St and Nelson St in Auckland’s CBD ▪ Acquired from Augusta Value Add Fund No.1 Limited for $16.5 million in 2018 ▪ Intended to be converted from an office building into a Jucy Snooze budget hotel under a 20-year lease agreement ▪ Re-development was due to complete in September 2020 but has now been deferred due to current market conditions and the impacts of COVID-19 ▪ $9.2 million in development expenditure incurred to 31 March 2020 ▪ Sunset date for completion to occur: May 20211 ▪ Located on the corner of Man St and Brecon St in Queenstown, with views of Lake Wakatipu and the Remarkables ▪ Acquired by Augusta in 2018 for $12.9 million ▪ Planned development to build a 5-star, luxury hotel to be operated by Radisson Collection under a 15-year hotel management agreement (due to complete in early 2022) has been deferred ▪ $6.8 million of development expenditure incurred to 31 March 2020, predominantly comprising of planning and civil works – resource and building consents have been obtained ▪ Sunset date for completion to occur: February 2023
Artist’s impression Artist’s impression 1) An Augusta subsidiary has been contracted to undertake the development. Its development obligations are subject to Jucy Snooze complying with its obligations under the Agreement to Lease, including providing required security.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix B: Background on Anglesea Medical Centre, Hamilton
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▪ One of New Zealand’s largest private healthcare complexes, with over 12,000m2 of net lettable area and approximately 375 carparks ▪ 28 established tenants, with the 10 largest tenants (approximately 68% of income) having been located at Anglesea Medical Centre for over 10 years ▪ Occupancy rate of approximately 89% with a weighted average lease term of 4.2 years (as at 1 April 2020) ▪ Located on a 2.4ha site, with 3 road frontages, only 2km from the public hospital, meaning Anglesea Clinic Urgent Care, Hamilton’s leading private A&E (which holds an exclusive license to operate 24/7), can benefit from patient overflow
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
▪ Partnership established with Ninety-Four Feet – long-term development agreement with Queenstown Lakes District Council ▪ Augusta has committed to a 25% minority stake in the partnership ▪ The partnership intends to develop a range of residential, hotels, co-working, co-living, hospitality and retail options on a staged basis, with construction estimated to take more than 10 years and phased over 7 stages ▪ Augusta has made a $14 million commitment to the partnership – Stage 1 due to complete in 2025 ▪ Augusta has first right to refusal on completed products (some exclusions apply) ▪ Augusta is expecting to incur $2-3 million of development expenditure over FY21 and FY22 in aggregate relating to its share
▪ Ninety-Four Feet continue to proactively manage the initial phases of the development ▪ Development agreement remains conditional on OIO consent
Appendix C: Background on Lakeview joint venture
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix D: The evolution of Augusta Capital
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
$3.7m $3.3m $5.5m $6.3m $9.3m $9.6m
2 3 4 5 6 7 8 9 10 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 Transactional Income Management Fees $1,300m $1,456m $1,600m $1,850m $1,804m $1,834m FY2015 FY2016 FY2017 FY2018 FY2019 FY2020
Appendix E: Long track record of AUM and management fee growth
Demonstrated ability to grow AUM Historical growth in fees from managed portfolio1
1) Includes management fees and transactional fees (resulting from transactions involving the managed portfolio)
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augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix F: AFFO reconciliation
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▪ Adjusted funds from operations (AFFO) is non-GAAP financial information and is a common investor metric, calculated based on guidance issued by the Property Council of
reviewed by the auditors.
NZ$m Year ended 31 March 2019 Year ended 31 March 2020 NPAT 6.9 (26.8) Add back Gain from sale of investment property (0.5)
Unrealised fair value losses / (gains) on investment in associates2 (0.4) 6.8 Depreciation on PP&E and software amortisation 0.2 0.5 Fair value loss on the mark to market of derivatives (0.4) (0.1) Non-FFO deferred tax credits
(1.2) (4.4)
Derecognition of intangible assets 1.7 0.4 Non-operating tax adjustments 0.8
Accelerated share-based payments plan4
Deposits written off
Other movements5 0.6 0.9 Adjusted Funds From Operations 7.7 (0.1)
1) Unrealised fair value loss on investment property includes the losses for 54 Cook St and 17-19 Man St 2) Unrealised fair value losses on investments in associates includes the losses in relation to the Augusta Industrial Fund and APL 3) The after-tax impact of the sunk costs relating to the Augusta Property Fund offer which failed to launch have been identified as a one-off cost and have been excluded from the AFFO calculation 4) Share based payments were accelerated as a result of the unsuccessful takeover bid by Centuria – an additional $0.32m was recognised at March 2020 5) Other movements in FY20 relate to costs associated with the unsuccessful takeover bid by Centuria. Other movements in FY19 primarily related to fees associated with the settlement of the Finance Centre. These are considered one-off transactions. Note 1: A one-off item is an item that did not occur in the prior period and is highly unlikely to reoccur in the following accounting period. Note 2: The FY20 tax loss position is not represented as a deferred tax asset. The proposed new tax legislation will however mean this loss is able to be clawed back and potentially refunded when the tax return for the year ended 31 March 2020 year has been assessed.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix G: Basis and purpose of pro forma financial information
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Basis of preparation ▪ Augusta has prepared unaudited pro forma financial information as at 31 March 2020 based on unaudited management accounts in order to provide investors with the latest available information to better illustrate the impact of the proposed equity raising on the financial position. The financial information presented has been prepared on a basis consistent with the recognition and measurement principles as disclosed by Augusta Summary of Significant Accounting Policies contained within the 30 March 2019 Annual Report with the exception of the adoption of NZ IFRS 16 Leases for FY20 (issued and effective for the FY20 reporting period). The accounting policies adopted by the Directors are in accordance with Generally Accepted Accounting Practice in New Zealand, which is the New Zealand equivalent to International Financial Reporting Standards (NZ IFRS). They are also in accordance with International Financial Reporting Standards. Key assumptions ▪ The pro forma financial information presents the assumed impact of the proposed equity raising as if it had occurred on 31 March 2020. It has been assumed that the equity raising of $45 million is applied to repay bank debt of $17m and to cover the estimated transaction costs of the Offer of $2m with the remainder assumed to be held as cash. ▪ Deposit (receivable) represents a deposit which was paid by Augusta to secure the acquisition of seed asset (Anglesea Medical Centre) for the initial offering of APF (which has since been withdrawn). It has been assumed that the contracted acquisition of the property will complete in accordance with terms and conditions agreed with the respective vendor. ▪ Man Street and Cook Street (collectively “Tourism Assets”) were recognised as Property Assets held for sale as at March 2019. These assets have been recognised as Investment Property as at March 2020 due to Augusta’s intention to complete the developments of these assets over future periods. The fair value of the Tourism Assets has been determined by Augusta’s internal valuations (based on “as if complete” and forecast cost to complete principles) rather than independent external valuations. The fair value assessment assumes that the tenant and
▪ The fair value of the property asset held for sale has been determined based on a valuation agreed between each parties' valuers. ▪ The fair value of investment in Asset Plus Limited has been determined based on the closing share price as at 31 March 2020 as quoted on the NZX. ▪ The fair value of investment in Augusta Industrial Fund Limited (AIF) has been based on the unaudited net tangible assets of AIF as at 31 March 2020. AIF net tangible assets as at 31 March 2020 reflect independent external valuations completed for its investment property portfolio as at 31 March 2020. ▪ The investment carrying value of the Lakeview joint venture comprises of costs contributed to date including capitalised initial bid costs. ▪ Value in use calculation for assessment of impairment of Goodwill and intangibles have incorporated cash flows, future growth and discount rates which reflect Augusta adapted strategy in response to COVID-19 as detailed on slide 12 resulting in no impairment to the carrying value. ▪ Existing borrowings are all classified as current liabilities. ▪ Shares issued net of issuance costs of $43 million recorded against equity.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix H: Augusta governance – Board of Directors
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Paul Duffy
Independent Chairman
Mark Francis
Managing Director
Centuria nominee
Non-independent Director
Mark Petersen
Independent Director
Kevin Murphy
Independent Director
▪ Centuria’s nominee is to be appointed following settlement and allotment of the Retail Entitlement Offer ▪ Fiona Oliver and Jonathan Ross have resigned as directors of the Company to reduce Augusta’s director overhead ▪ Bryce Barnett has also resigned as a director of the Company to ensure a majority of Augusta’s board remains independent – Bryce Barnett will remain as a director of Augusta Funds Management Limited
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix I: Augusta Senior Management
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Bryce Barnett
Executive Director, Augusta Funds Management Limited
Mark Francis
Managing Director
Adelle McBeth
Head of Operations
Joel Lindsey
Chief Operating Officer
Simon Woollams
Chief Financial Officer
Luke Fitzgibbon
General Counsel & Company Secretary
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix J: Foreign selling restrictions
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International Offer Restrictions This document does not constitute an offer of New Shares in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below. Australia This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in a "disclosure document" under Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Corporations Act. Investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale. European Union (France) This document has not been, and will not be, registered with or approved by any securities regulator in France. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in France except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation"). In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in France is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix J: Foreign selling restrictions (continued)
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Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised 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 authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance). No advertisement, invitation or document relating to the New Shares 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
made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. 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 of the contents of this document, you should obtain independent professional advice. Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of
circulated or distributed, nor may the New Shares 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 pursuant to and in accordance with exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, 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 Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
augusta.co.nz Augusta Capital: Equity Raise Presentation | May 2020
Appendix J: Foreign selling restrictions (continued)
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United Kingdom Neither the information in 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 Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter 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 Shares 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 the Company. 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 Promotion) Order 2005, as amended ("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.