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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Contents 03 Executive summary 04 Portfolio update 11 New investments 16 Equity raise 25 Appendix Highbrook Business Park NOT FOR RELEASE TO US WIRE SERVICES OR
03 Executive summary 04 Portfolio update 11 New investments 16 Equity raise 25 Appendix
Contents
Highbrook Business Park
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Equity raising to fund growth opportunities
Portfolio repositioning complete and strong underlying performance: + Occupancy of 99.4% + 93,667sqm of new leasing and market reviews completed with 6.8%1 rental growth + Development workbook remains strong; 15 build-to-lease warehouses completed over last 12 months are 100% leased + Interim revaluation expected to be around $170 million2 $169 million of new investments in line with strategy: + Mt Wellington - $65 million, prime infill location with two year leaseback to Turners & Growers, expected to settle in September 2019 + Favona Road - $29 million settlement to take place late September 2019 + Development package - $75 million3 – five new projects on existing GMT estates totalling 26,601sqm with a yield on additional cost of 7.4%4 Raising $165 million of equity, providing capacity for further acquisitions and developments, while remaining at lower end of target gearing range: + $150 million underwritten5 Placement and $15 million Retail Offer, with the ability to accept up to $10 million of oversubscriptions at the Manager’s sole discretion + Proceeds will initially repay bank debt and reduce pro-forma committed gearing to approximately 21%6 + New Units to be offered under the Placement at a fixed price of $2.10 per unit + Retail Offer will also be at $2.10 per unit + Goodman Group, GMT’s largest unitholder (21.59%), has committed to participate in the Placement at the fixed price of $2.10 on an effective pro-rata basis GMT retaining strong financial metrics: + FY20 earnings guidance, post impact of equity issuance, reaffirmed; cash earnings to be materially consistent with FY19 + Distribution guidance maintained at 6.65 cpu, with NTA forecast to increase by approximately 15 cpu, primarily as a result of the expected September revaluation + Pro-forma gearing level of 21%6 on a fully committed basis provides significant financial flexibility to continue accretive investment programme
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Equity Raise 2019Executive summary
6 Pro-forma committed gearing post expected September revaluations and equity raise. Excludes impact of any proceeds raised from the UPP which at $15 million would further reduce committed gearing to 20.7% 3 Total project cost including land, construction, leasing and marketing costs and all management and professional fees 1 Average increase in contracted face rental levels across leasing and market reviews completed in period 1 April 2019 to 31 August 2019 4 Yield on total project cost excluding land. Yield on total project cost including land is 6.1% 5 Excluding 21.59% of units held by entities associated with Goodman Group who have already committed to take up their pro-rata share of the Placement 2 Forecast revaluation including changes in value of leasehold right of use asset net of lease liability at Westney Industry Park NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Premium Apparel – Highbrook Business Park
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Auckland industrial market
+ Auckland industrial market near capacity with 1.9% vacancy rate1 + Prime industrial rental growth of 5.6% in year to June 20191 + Prime locations, close to consumers, expected to deliver best returns + Industrial market showing strongest investment performance and investor confidence of all property sectors + Sector performance reflected in expected GMT interim revaluation
- f around $170 million (+6.4%)
+ GMT portfolio cap rate expected to firm around 30 bps to 5.4% in September
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1 JLL 2Q1970 80 90 100 110 120 130 140 150 2014 2015 2016 2017 2018 2019
Auckland warehouse rents ($psm)
Prime Industrial Secondary Industrial
Source: JLL (June 19)
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019Portfolio update
$3.1bn
Committed property portfolio
GMT’s portfolio is positioned for growth, with assets located in efficient and desirable distribution locations
1.1m sqm
Net lettable area
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1 2
1 March 2019 portfolio adjusted for forecast September 2019 revaluation, announced developments and contracted acquisitions 2 March 2019 portfolio adjusted for announced developments and contracted acquisitions NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.FY14 FY19 31 Aug 2019
Industrial weighting 71% 100% 100% Occupancy 97.3% 98.2% 99.4% WALT 5.5 years 5.2 years 5.6 years Portfolio value $2.1bn $2.6bn $3.1bn4 Land weighting 10.8% 2.2% 1.7%4
+ GMT is now 100% focused on the Auckland industrial market following $1.2 billion of asset sales over five years + Transformation is positively impacting performance of underlying portfolio with occupancy of 99.4% + 93,667 sqm of leasing and market reviews completed on existing portfolio so far in FY20: — average rental growth of 6.8%1 with retention rate of 73%2 — average face rent on prime3 warehouse space of $133 psm with 6.0% average incentive
Portfolio transformation driving results
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Portfolio metrics
3 Excludes value-add estates 2 Retention rate calculated over 24 month period to 31 August 2019 1 Average increase in contracted face rental levels across leasing and market reviews completed in FY20 to 31 August 2019 4 March 2019 adjusted for new development package, contracted acquisitions and expected revaluation NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Gateway Warehouses – Highbrook Business Park
Equity Raise 2019Portfolio update
Current development programme
+ 15 warehouses completed by GMT on a build-to-lease basis in FY19 are 100% leased + Current development programme1 of 44,000 sqm is leasing well with 50% committed and average time to completion of six months2 — average warehouse face rent achieved on current workbook of $136 psm and incentives of 4.6%
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1 Prior to developments announced todayGateway Warehouses Underwood 2,600 El Kobar Units Warehouse area 6,109 sqm 2,630 sqm 1,340 sqm Warehouse rent $140 psm $145 psm $155 psm Incentive 5.0% 3.0% 4.2% Review structure Fixed 2.75% Fixed 3.0% Fixed 3.0% Market review 5 years 6 years 5 years
2 Weighted by total project costRecent leasing examples
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Purchase metrics Purchase price $122m Land area (sqm) 201,081 sqm Average lease term 2.1 years2 Initial yield 4.6%
Recent acquisitions
+ Recent acquisitions of Roma Road, Mt Roskill and Favona Road, Mangere are in line with GMT’s strategy to acquire infill sites, close to distribution networks and consumer base + Sites provide a holding yield with potential for redevelopment in the medium to long term + Including recent acquisitions, value add (redevelopment) sites represent approximately 12% of GMT portfolio value and yield 5.0%1 + Medium term repositioning strategy underway with both assets
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Favona Road (approximate boundary)
1 Includes the acquisitions of Favona Road and Mt Wellington, reflects expected September 2019 revaluation 2 Excludes Turners & Growers break option at Favona RoadRoma Road (approximate boundary)
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019Portfolio update
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200,000 sqm+
- f prime industrial space
$500m+
additional spend
1 2
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GMT’s portfolio of greenfield and value add sites provides the opportunity for more than $500 million of additional development spend
Value add 82% Greenfield 18%
GMT’s future development sites by NLA
Tamaki Estate Penrose & Connect Mt Wellington Favona Road Roma Road
1 Net lettable area 2 Total project cost excluding land NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Sylvia Park Mt Wellington Highway SH1 SH1
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T&G - Mt Wellington (approximate boundary)
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Strategy + Prime location with direct access to SH1 and Mt Wellington Hwy + Significant infill location with access to population of 830,000 within 20 minutes + Existing improvements provide the ability to drive medium term cashflows + 31% site cover allows ability for additional NLA to be added over time + Opportunity to enhance relationship with key customer T&G Purchase price
$65m
Land area
57,579 sqm
Lettable area
17,989 sqm
Customer
T&G
Lease term
2 years + 2x1 year ROR
Initial yield
5.1%
Mt Wellington acquisition
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.T&G - Mt Wellington (approximate boundary)
Equity Raise 2019New investments
+ Continuation of development programme announced today with five new build-to-lease projects: — two developments at Highbrook totalling 8,624 sqm — one development at M20 in Wiri totalling 9,630 sqm — two developments at Westney in Mangere totalling 8,347 sqm + Developments under construction expected to total $215.6 million1 with exposure to uncommitted development product remaining low, equivalent to approximately 4.5% of GMT portfolio2
New developments
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1 Total project cost including land, construction, leasing and marketing costs and all management and professional feesWaiouru Point - Highbrook Business Park (Artist’s impression)
2 March 2019 portfolio adjusted for announced developments and contracted acquisitionsHighlights Net lettable area 26,601 sqm Total project cost $74.9m1 Yield on additional cost 7.4%3 Yield on total cost 6.1%3
3 Developments expected to be income producing from second half FY21 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019New investments
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Highbrook development activity
$150m+
work in progress at Highbrook1
SH1 1km >
1 Total project cost including land, construction, leasing and marketing costs and all management and professional feesUnderwood 2,600 Business Parade 3,100 The Crossing Carpark Waiouru Point El Kobar Units Big Chill Expansion OfficeMax Expansion Panasonic Expansion Underwood 1,000 Island Units El Kobar 10,000 + Following the completion of the current development programme Highbrook will be 91% complete + Current Highbrook programme has an average remaining development period of eight months
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New developments
Westney
100% complete
M20
98% complete
Westney 4,500 68 Westney Rd M20 9,000
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Gateway warehouse B – Highbrook Business Park
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Offer summary
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Offer components + GMT is seeking to raise $150 million through an underwritten1 Placement and a $15 million Retail Offer + New Units will be offered to eligible investors under the Placement at a fixed price of $2.10 + Retail Offer open to all eligible unitholders with a registered address in New Zealand. Each eligible unitholder can apply for up to $50,000 of New Units + Structured to be fair for all existing Unitholders. All Unitholders (unless restricted due to legal constraints) will be able to participate fairly (through either the Placement or Retail Offer) and should scaling be required it will be by reference to existing unitholdings Gross proceeds + $165 million comprising:
- Placement of $150 million
- Retail Offer of $15 million with the ability to accept oversubscriptions of up to $10 million at the Manager’s sole discretion
Issue price + New Units to be offered under the Placement at a fixed price of $2.10 + New Units under the Retail Offer will also be issued at $2.10 + The fixed price represents a discount of:
- 4.3% to the last close ($2.195)
- 4.7% to the 5 day VWAP2 ($2.204)
Ranking + New Units will rank equally with existing GMT units Goodman Group commitment + Goodman Group has committed to participate in the Placement with the intention of maintaining its 21.59% unitholding (post Placement but prior to the allotment of GMT units under the Retail Offer)
1 Excluding 21.59% of units held by entities associated with Goodman Group who have already committed to take up their pro-rata share of the Placement 2 Average GMT unit price weighted by volume over five days NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019Equity raise
23.7% 27.5% 21.2% $136.0m $82.1m $65.0m $170.0m $147.0m 19.7% 15% 17% 19% 21% 23% 25% 27% 29%
Reported 31 March 2019 Commitments Committed 31 March 2019 FY20 Developments Mt Wellington acquisition Committed gearing Revaluation Placement Pro-forma committed gearing
Equity providing capacity for growth
Committed LVR + Equity raise provides capacity for further acquisitions and development of GMT’s $500m+ pipeline, while remaining within the target gearing range of 25%-35% + FY20 guidance post impact of equity issuance re-affirmed; cash earnings to be materially consistent with FY193 + FY20 distribution expected to be maintained at 6.65 cpu + Expected September revaluation primary driver of increase in NTA of approximately 15 cpu (NTA of 157 cpu at March 2019) + Proceeds from equity raise will be used to repay bank debt and utilised in the short term to fund ongoing developments
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1 Additional spend on developments announced in FY20 (includes Panasonic and OfficeMax expansions) 2 2 Placement proceeds post transaction costs of approximately $3 million (includes underwrite fees, legal fees, NZX issue costs, valuation costs) 1 3 For the five years ending on 31 March 2019 the Manager was required to use its base fee to subscribe for new units in GMT. Cash earnings as disclosed in those years excluded the base fee. Restating FY19 cash earnings to account for the base fee as if settled in cash results in cash earnings of 6.2cpu, on a consistent basis with its calculation in FY20 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019Equity raise
Key dates Date Placement Trading halt commences and bookbuild undertaken 18 September 2019 Trading halt lifted 19 September 2019 Placement settlement, allotment of Placement Units and trading of New Units on NZX 24 September 2019 Unit Purchase Plan Offer Record date – 5pm NZ time 17 September 2019 Expected release of the Offer document and application form 26 September 2019 Offer opens 26 September 2019 Offer closes 18 October 2019 Settlement and allotment for UPP Offer 24 October 2019
Indicative timetable
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Disclaimer
Not for release to US wire services or distribution in the United States. This presentation has been prepared by Goodman (NZ) Limited (Manager) as manager for Goodman Property Trust (GMT). This presentation has been prepared in relation to the offer of new units in GMT (New Units) by way of a: + Placement to selected institutional investors (Placement); + Retail offer to GMT’s existing unitholders with an address in New Zealand (Retail Offer), under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013; (together, the Offer). Information: This presentation contains summary information about GMT and its activities which is current as at the date of this presentation. 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 GMT or that would be required in a product disclosure statement for the purposes of the Financial Markets Conduct Act 2013. The historical information in this presentation is, or is based upon, information that has been released to NZX Limited (NZX). This presentation should be read in conjunction with GMT's other periodic and continuous disclosure announcements, which are available at www.nzx.com. NZX: The New Units will be quoted on the NZX Main Board once allotted. The NZX Main Board is a licensed market operated by NZX, a licensed market operator under the Financial Markets Conduct Act 2013. NZX accepts no responsibility for any statement in this presentation. Not financial product advice: This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire GMT 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 a broker, solicitor, accountant or other professional adviser if
- perating cashflow, future effective tax rates, GMT’s development program and its plans and strategies, distribution guidance, estimated asset life, the outcome and effects of the Offer and the use of proceeds and statements about the property market. The forward-looking
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Disclaimer
Not an offer: This presentation is not a product disclosure statement or other offering document under New Zealand law (and will not be lodged with the Registrar of Financial Service Providers) or any other law. This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be lodged with the U.S Securities Exchange Commission). Any decision to purchase New Units in the Retail Offer must be made on the basis of the information to be contained in a separate offer document to be prepared and issued to eligible retail unitholders. The offer document for the Retail Offer will be available to eligible retail unitholders in New Zealand following its lodgement with NZX. Any eligible retail unitholder who wishes to participate in the Retail Offer should consider the offer document in deciding to apply under that offer. Anyone who wishes to apply for New Units under the Retail Offer will need to apply in accordance with the instructions contained in the offer document and the application form. This presentation does not constitute investment or financial advice (nor tax, accounting or legal advice) or any recommendation to acquire New Units and does not and will not form any part of any contract for the acquisition of New Units. This presentation may not be released or distributed 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 States. The New Units have not been and will not be registered under the U.S. Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Units to be offered and sold in the Placement may not be offered or sold, directly or indirectly, in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws. In addition, the New Units to be offered and sold in the Retail Offer will only be offered and sold to eligible unit holders in New Zealand in “offshore transactions” (as defined in Regulation S under the U.S. Securities Act in reliance on Regulation S under the U.S. Securities Act. Financial data: All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated. This presentation contains pro forma historical financial information. The pro forma historical financial information provided in this presentation is for illustrative purposes only and should not be relied upon as, and is not represented as, being indicative of GMT’s future financial- condition. In addition, the pro forma historical financial information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Disclaimer
International selling restrictions This presentation does not constitute an offer of New Units in GMT in any jurisdiction in which it would be unlawful. In particular, this presentation may not be distributed to any person, and the New Units 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 Units will only be made available in Australia to persons to whom a disclosure document is not required to be given under Chapter 6D or Chapter 7.9 of the Australian Corporations Act 2001 (Cth) (“Australian Corporations Act”). This document is not a prospectus, product disclosure statement or any other form of formal "disclosure document" for the purposes of the Australian Corporations Act, has not been not be lodged or registered with the Australian Securities and Investments Commission or the ASX, and is not required to, and does not, contain all the information which would be required in a disclosure document under the Australian Corporations Act. The persons referred to in this document may not hold Australian financial services licences and may not be licensed to provide financial product advice in relation to the securities. No "cooling-off" regime will apply to an acquisition of the New Units. If you acquire New Units in Australia then you agree not to sell, transfer, assign, offer, or otherwise alienate any New Units to any person located in, or a resident of, Australia within 12 months from the date of their allotment, except in circumstances where disclosure to investors would not be required under either Chapter 6D or Chapter 7.9 of the Corporations Act or such sale or offer is made pursuant to a disclosure document which complies with either Chapter 6D or Chapter 7.9 of the Corporations Act. Canada (Alberta, British Columbia, Ontario and Quebec provinces) The New Units may only be offered or sold, directly or indirectly, in the provinces of Alberta, British Columbia, Ontario and Quebec ( the “Private Placement Provinces”) or to residents thereof and not in, or to the residents of, any other province or territory of Canada. Such offers- r sales will be made pursuant to an exemption from the requirement to file a prospectus with the regulatory authorities in the Private Placement Provinces and will be made only by a dealer duly registered under the applicable securities laws of such provinces, as the case may
- r consult with a legal advisor.
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NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Disclaimer
Singapore This document and any other materials relating to the New Units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore (“MAS”). Accordingly, the New Units may not be offered or sold or made the subject of an invitation for subscription- r purchase, nor may this document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Units be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an
- ffering within the meaning of Article 652a or 1156 CO. This presentation is personal to the recipient only and not for general circulation in Switzerland.
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NCI Packaging – Savill Link
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.Balance sheet impact
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Pro-forma balance sheet
$million Reported 31 March 2019 Committed 31 March 2019 New Developments Mt Wellington acquisition Expected revaluation Placement Investment property 2,633.4 170.0 Committed developments 97.1 82.11 Committed acquisitions 38.9 65.0 Total investment property assets 2,633.4 2,769.4 2,851.5 2,916.5 3,086.5 3,086.5 Bonds + USPP 556.8 Bank facilities net of cash 8.9 136.0 82.1 65.0 (147.0) Unamortised borrowing establishment costs (3.2) Investment property contracted for sale (43.5) Borrowings for LVR calculation 519.0 655.0 737.1 802.1 802.1 655.1 LVR 19.7% 23.7% 25.8% 27.5% 26.0% 21.2%2
1 Additional spend on developments announced in FY20 (includes Panasonic and OfficeMax expansions) 2 Pro-forma committed gearing post expected September revaluations and equity raise. Excludes impact of any proceeds raised from the UPP which at $15 million would further reduce committed gearing to 20.7% NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019Appendix
Work in progress
27 Development Estate Total project cost ($m) Lettable area (sqm) Expected completion date Leased Underwood 1,000 Highbrook Business Park 3.6 1,026 Oct-19 Uncommitted El Kobar Units Highbrook Business Park 18.0 5,330 Dec-19 34% The Crossing Carpark Highbrook Business Park 12.7
- Nov-19
50% Underwood 2,600 Highbrook Business Park 9.4 2,990 Dec-19 100% Business Parade 3,100 Highbrook Business Park 11.2 3,530 Dec-19 Uncommitted Big Chill Expansion Highbrook Business Park 13.2 5,203 Feb-20 100% Panasonic Expansion Highbrook Business Park 8.0 2,660 Mar-20 100% El Kobar 10,000 Highbrook Business Park 26.1 10,400 Sep-20 Uncommitted OfficeMax Expansion Highbrook Business Park 20.3 7,344 Jul-20 100% Savill Drive Units Savill Link 18.0 5,482 Mar-20 31% Total existing projects 140.7 43,965 Waiouru Point Highbrook Business Park 15.1 4,359 Oct-20 Uncommitted Island Units Highbrook Business Park 18.3 4,265 Feb-21 Uncommitted M20 9,000 M20 Business Park 25.0 9,630 Dec-20 Uncommitted Westney 4,500 Westney Industry Park 9.8 4,970 Oct-20 Uncommitted 68 Westney Road Westney Industry Park 6.6 3,377 Dec-20 Uncommitted Total new development package (announced 18 September 2019) 74.9 26,601 Total work in progress 215.6 70,566
Note: Values in the table above may not appear to sum accurately due to rounding NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES. Equity Raise 2019Appendix