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Augusta Fund. PRODUCT DISCLOSURE STATEMENT FOR AN OFFER OF UNITS IN THE AUGUSTA PROPERTY FUND Issued by Augusta Funds Management Limited - 3 February 2020 This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on https://disclose-register.companiesoffice.govt. nz. Augusta Funds Management Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial adviser to help you make an investment decision.
1. KEY INFORMATION SUMMARY 1.1 What Is This? This is an offer of units in the Augusta Property Fund (the Fund). Your money will be pooled The costs of establishing the Fund and acquiring the Initial Properties are: with other investors’ money and invested. Augusta Funds Management Limited (the Purchase price $143,976,591 Manager) invests the money in assets, such as the Initial Properties, and takes fees. The assets and fees are described in this document. By investing in this scheme, you are relying Establishment costs $8,810,500 on the investment decisions of the Manager and returns from the assets that the scheme Total $152,787,091 invests in. There is a risk that you may lose some or all of the money you invest. Funded by: 1.2 Who Manages This Scheme? Subscriptions $90,000,000 Augusta Funds Management Limited is the manager of the Fund. See “About Augusta Funds Debt $62,787,091 Management Limited and others involved in the Augusta Property Fund” in section 10 for Total $152,787,091 further details. The debt will be funded by way of an interest only syndicated loan facility secured over the Fund’s Assets provided by ASB and/or ICBC. To the extent there are oversubscriptions, the 1.3 What Are You Investing In? amount of the debt drawn may be lower. Prospective investors should be aware that: Investment Objectives • This is an offer of units in a unit trust. It has been structured as a long-term The Fund has a long-term investment horizon. The primary objectives of the Fund are to: investment vehicle. The Fund will initially invest in: • provide Investors with a sustainable monthly cash distribution; - the Anglesea Medical Centre located on the corner of Anglesea, Tristram and Thackeray Streets, Hamilton; and • increase the Net Asset Value of the Fund and, as a consequence, increase the value of - the Albany Lifestyle Centre located at 260 Oteha Valley Road, Albany, Auckland, Units; and (the Initial Properties). • provide Investors with one-off special distributions from underwriting fees from time to time. • In the future, the Fund intends to acquire and hold a range of direct property Investment Strategy investments and other indirect property investments providing diversification by The Fund will invest in property, either directly or indirectly, to generate a stable income property, sector, geographic location and tenancy mix. The Manager intends to issue stream to support the Fund’s monthly distribution over time. another PDS and to make a continuous offer of Units later in 2020. The continuous offer will allow the Fund to accept subscriptions from Investors throughout the year and the Fund will use the capital raised to acquire further property investments. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 1
1. KEY INFORMATION SUMMARY (CONT.) 1.4 Key Terms of the Offer 1.5 How You Can Get Your Money Out As at the date of this PDS, the Units are not redeemable. Products on Offer Units in the Fund Price per Unit $1.00 per Unit Under the Trust Deed, from July 2021 or such later date as determined by Manager, the Fund may offer monthly redemptions of Units. Further information on redemptions is set out in Number of Units 90,000,000 Units. Oversubscriptions of up to 5,000,000 section 4 “Terms of the Offer” on page 40. Units may be accepted. Your investment in these Units can be sold but there is no established market for trading these To ensure it maintains a 10% holding in the Fund, Augusta financial products. This means that you may not be able to find a buyer for your investment. Capital, the Manager’s parent, will subscribe for a minimum of 9,000,000 Units. 1.6 Key Drivers of Returns Opening Date 12 February 2020 The key current and future aspects of the Fund that will or may, have an impact on the Fund’s Closing Date 20 March 2020 financial performance (and the key strategies and plans for those aspects) are: Subscriptions Units available in multiples of 1,000 with a 10,000 Unit ($10,000) minimum investment in regards to this Offer. • Interest rates: Interest expense incurred by the Fund as a result of bank borrowings is Minimum Holding Transfers and redemptions will not be processed if these a material expense for the Fund. Interest rates consist of a base rate and a margin. On result in an Investor holding less than 10,000 Units. establishment, base rates will be floating and margins will be fixed under the syndicated loan facility until expiry of the initial loan term or when the loan is refinanced. The Manager Cash Distributions Monthly, by the 20th of each month, paid in arrears. See will manage the interest rate management strategy throughout the life of the Fund as page 42 for more details. described on page 20. The first distribution payment will be paid by 20 May 2020. • Rental income and occupancy: Increases in the Fund’s income will be driven by rent review In addition, the Manager intends to make special provisions in the various leases across the Fund’s property portfolio, as well as either distributions after the receipt of underwriting fees (if any). retention of tenants on lease expiry or leasing vacant space to new tenants. There are also Underwrite Fully underwritten. various market rent reviews across the leases, either at fixed periods during a lease or on Offer to investors This Offer is only being made to potential investors in New renewal. There is no guarantee of rental increases. Zealand and Australia. • Capital Growth: The change in value of a Unit is tied to the change in value of the Fund’s assets and the Fund’s debt. The value of the Initial Properties, Current Authorised Investments, and Proposed Authorised Investments (see page 8) will be influenced by multiple factors, including the property market, capital expenditure, changes in rental paid by tenants and the remaining term of the leases of the properties. • Underwriting: Using the Fund’s balance sheet for underwriting has the potential to generate income for the Fund. 2
1.7 Augusta Property Fund’s Financial Information The prospective financial information included in this PDS has been extracted from prospective financial statements prepared in accordance with Financial Reporting Standard 42: Prospective Gearing Ratio Financial Statements (FRS 42), which are available on the Offer Register. The prospective financial statements have been subject to a limited assurance engagement and an Independent On acquisition of the Initial 43% The “gearing ratio” tells you how much Limited Assurance Report issued by PwC a copy of which is also included on the Offer Register. Properties and issue of the Units the Fund owes (debt) as a portion at 31 March 2021 43% of what it owns (assets, including Valuation cash). The higher the gearing ratio, at 31 March 2022 43% Each of the Initial Properties was independently valued on an “as is” basis as set out below: the greater the Fund’s exposure to risk from movements in interest rates or the Property Valuation Date of Valuation requirement to repay debt should it not be able to be renewed or refinanced Albany Lifestyle Centre $90,000,000 31 October 2019 on expiry. Anglesea Medical Centre $56,700,000 13 November 2019 Interest Cover Ratio The Albany Lifestyle Centre and the Anglesea Medical Centre were valued using the period ending 31 March 2021 3.26 times The “interest cover ratio” tells you how “capitalisation” and “discounted cash flow” approaches. period ending 31 March 2022 3.23 times much the Fund’s net income exceeds interest on its debt (as a multiple). Forecast Pre-tax • 5.75 cents per Unit per annum for the period ending 31 Cash Return March 2021; and • 5.75 cents per Unit per annum for the period ending 31 March 2022. The above forecast pre-tax cash returns do not include one- off special distributions arising out of underwriting income which are forecast to be 0.17 cents per Unit per annum. These returns are not guaranteed. The actual distribution rates may vary. Further information about how the gearing ratio and interest cover ratio are calculated and serviced is included on page 52. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 3
1. KEY INFORMATION SUMMARY (CONT.) 1.8 Key Risks of This Investment 1.9 What Fees Will You Pay? Investments in managed investment schemes are risky. You should consider whether the The table below summarises the fees and expenses that the Fund will be charged. Further degree of uncertainty about the Augusta Property Fund’s future performance and returns is information about fees is set out in section 8 “What are the Fees?”. suitable for you. The price of these Units should reflect the potential returns and the particular risks of these Units. The Manager considers that the most significant risk factors that could Establishment Costs affect the value of the Units are: Manager and associated persons’ fees on establishment of the Fund Manager’s offeror fee $3,500,000 • Changes in interest rates – The return to Investors is subject to interest rate variations on the Fund’s borrowings (refer to page 36 for a summary of its borrowings). Interest rate Augusta Capital’s underwrite fee $330,000 movements are unable to be accurately predicted. To manage this risk, at establishment, Manager and associated persons’ aggregate $3,830,000 the Manager intends to transact interest rate swap agreements that effectively fix the fees for establishment of the Fund interest rate on 50% of the Fund’s long-term drawn debt forecast for a period of up to Other fees for establishment of the Fund four years. Brokerage fees* $1,417,500 • Mitre 10 Default – 23% of the Fund’s rental income is derived from Mitre 10 (the anchor Other underwriters fees $2,100,000 tenant for the Albany Lifestyle Centre). If Mitre 10 were to suffer significant financial Legal fees $497,500 problems, any failure to pay rent and any consequential vacancy and re-letting costs would Investigating accountant fee $90,000 have a material detrimental impact on the ability of the Fund to pay returns to Investors and/or for Investors to recoup their original investment. The Manager considers the tenant Valuation fees $45,150 covenant provided by Mitre 10 to be strong. Chattels valuation fees $40,750 Building inspection fees $95,500 This summary does not cover all of the risks. You should also read section 7 “Risks to returns from the Augusta Property Fund” on page 53. Supervisor $10,000 Marketing $375,000 PDS liability insurance $27,500 Bank fees and bank legal costs $256,600 PDS and scheme registration fee and FMA levy $5,000 Registry establishment fees $20,000 Other fees for establishment of the Fund $4,980,500 Total fees for establishment of the Fund $8,810,500 4
Ongoing fees and expenses (payable for the duration of the Fund) TABLE OF CONTENTS The Manager and its associated persons’ 31 March 2021 will be $4,670,088 plus GST, aggregate fees for the accounting periods to: which as a percentage of net assets of the Fund is anticipated to be 5.57%** 1 Key Information Summary 1 31 March 2022 will be $803,535 plus GST, 2 What the Augusta Property Fund Invests in 8 which as a percentage of net assets of the Fund is anticipated to be 0.96% 3 Key Dates and Offer Process 37 Other persons’ aggregate fees and expenses 31 March 2021 will be $10,277,749 plus GST, 4 Terms of the Offer 40 (including interest expenses but excluding which as a percentage of net assets of the amortised finance costs) for the accounting Fund is anticipated to be 12.27%** 5 How the Augusta Property Fund Works 44 periods to: 31 March 2022 will be $5,425,192 plus GST, 6 Augusta Property Fund’s Financial Information 46 which as a percentage of net assets of the Fund is anticipated to be 6.46% 7 Risks to Returns from the Augusta Property Fund 53 * The brokerage fee will reduce by 1.75 cents per Unit that is issued to an underwriter under its 8 What are the Fees? 60 underwriting obligation. See page 61 for further details. 9 Tax 68 ** Fees and expenses for the period ending 31 March 2021 include establishment costs. 10 About Augusta Funds Management Limited and others involved 70 The above includes amortisation of lease incentives and leasing fees, and total project in the Augusta Property Fund management fees paid. 11 How to complain 71 1.10 How Will Your Investment Be Taxed? 12 Where you can find more information 73 It is intended the Fund will register to be a multi-rate portfolio investment entity (PIE). 13 How to apply 74 The amount of tax you pay in respect of a PIE is based on your prescribed investor rate (PIR). To determine your PIR go to the Inland Revenue Department’s website Warning statement - Issues to Australian investors 75 www.ird.govt.nz/toii/pir/workout. See section 9 of the PDS (tax) on page 68 for Glossary 76 more information. Directory 78 Application form 79 Product Disclosure Statement - For an offer of units in the Augusta Property Fund 5
DEAR INVESTOR At Augusta Funds Management, we are always thinking about how we can provide our The Fund is aiming to enhance returns and provide diversification through a variety of intended investors with opportunities for exposure to new sectors and creating new ways of investing in investment types (subject to the Manager applying for and being granted the Licence Variation traditional sectors, whilst taking a risk-based approach. We continue to be selective, focusing to allow it to invest in certain types of investments described on page 8 of this PDS. There is no on long term sustainability of returns and protecting and growing the value of guarantee that the Licence Variation will be received.) The prospective financial information for the your investment. Fund is based on the investment in the initial two properties and has also assumed the Fund will underwrite $6 million of offers per annum in the first two years. Our latest fund, the Augusta Property Fund (the Fund), has been created with the intention of providing investors with exposure to a variety of property investments within the one The Fund intends to invest in the following types of investment: investment vehicle, aimed at mitigating the risks to both capital and cashflow that can be • Additional directly owned property acquisitions which will provide potential upside in the associated with property ownership. The Fund aims to provide access to various property future – a Licence Variation is not needed for these acquisitions; sectors (for example retail, commercial, industrial, medical) and strong performing property locations along with various property investment types. • Underwrite arrangements for future Augusta Group offerings, potentially resulting in additional distributions to investors not included in the monthly distributions forecast at a pre-tax Your investment will be underpinned by the direct ownership of properties, providing a return of 5.75 cents per Unit per annum. Historically, all Augusta Group investments have stable income stream. Monthly distributions are forecast at a pre-tax return of 5.75 cents per been underwritten. This means that should there be a shortfall at an offer’s closing date the Unit per annum along with the potential for longer term capital growth. underwriter will subscribe for the amount of the investment still available, therefore ensuring The initial two directly owned assets of the Fund provide exposure to large format retail, office, the investment will still proceed. The underwriter receives a fee for this service. The intention medical, and food and beverage sectors through 40 tenants. is that Augusta Property Fund will participate in this investment strategy. These distributions Albany Lifestyle Centre, Auckland. A large format retail hub with a desirable mix of twelve would be made to investors as underwrite opportunities arise and are forecast to enhance the established tenants anchored by New Zealand’s leading home improvement retailer Mitre 10 annual return to 5.92 cents per Unit per annum. Underwriting does not necessarily require a Mega with an initial lease term through to 2033. In addition to Mitre 10, there are nine well Licence Variation; and known large format retail tenants including, Freedom Furniture and Danske Møbler, which • Co-investment, this encompasses shared investment structures including investments in along with the office components provide a diversified income exposure. Well located on a other property investment entities and external and associated listed and private companies substantial high profile 1.8 hectare site with three road frontages and easy motorway access, it where beneficial for the Fund – a Licence Variation will be required to invest in some of also benefits from growth and development around the Albany Town Centre (see page 12). We these structures. believe that large format retail is a stable sector of the retail market. All future investments by the Augusta Property Fund, whether directly owned assets, or other Anglesea Medical Centre, Hamilton. One of New Zealand’s largest private health care property investment entities, will be strategically selected for their ability to contribute to the complexes, Anglesea Medical Centre is home to 28 tenants, and is in our opinion, one of New diversification, yield, capital growth and liquidity. Zealand’s premier health care centres. A key feature of the property is the well-established top 10 tenants who account for 68% of the annualised rental income commitment to the property Augusta Capital will be the cornerstone investor in the Fund, initially holding a minimum of 10% of having been operating from the site for 10-27 years. The 2.4 hectare site contains three main the Units on offer aligning Augusta’s interests with the investors and providing a significant incentive buildings and benefits from three road frontages. It’s home to many of the Waikato’s leading to ensure the strong performance of the Fund. private medical tenants including the only private facility in the broader Hamilton area with the right to operate a 24-hour accident and emergency (A&E) centre (see page 14). 6
For those new to Augusta Funds Management, the Augusta Group has approximately NZ$2 billion of assets under management across New Zealand and Australia. The Augusta Group has vast experience and a strong track record in establishing and managing successful single asset and multi-asset shared ownership structures. We focus on quality assets with strong fundamentals such as location, lease terms, and strong tenant covenants. Augusta Capital has recently entered into an agreement with Centuria Capital Group who is proposing to make a takeover offer for all of Augusta Capital’s shares. If Centuria Capital Group’s takeover offer is successful, we (Mark Francis and Bryce Barnett) have agreed to enter into three year employment agreements with Augusta Capital to ensure continuity of business leadership. There is no guarantee that the takeover will Mark Francis be successful. If it is, Augusta Capital (and the Manager) will also become subsidiaries of Centuria Capital Managing Director Group. Centuria Capital Group is an ASX-listed specialist investment management company with A$7.3 billion of assets under management, 35 years’ experience and a market capitalisation of approximately A$1 billion. The Independent Directors of Augusta Capital have agreed to unanimously recommend the acquisition. Augusta Capital Independent Chair Paul Duffy’s NZX announcement notes that this “expansion strategy (is) designed to bring a range of new opportunities to market for local investors” and “Importantly, there is a natural alignment on strategy and values between our two organisations. If the Takeover meets the necessary approvals I believe Centuria Capital Group will bring added capability to support the launch of new investment offerings over the Anglesea Medical Centre. coming years, which our longstanding investors would continue to benefit from.” As with Augusta Funds Management’s recent multi-asset fund offerings, investment in Augusta Property Fund is available in multiples of $1,000 (with a minimum investment of $10,000). We believe this lower entry point increases accessibility for investors whilst also allowing our larger investors flexibility in the quantum of their Bryce Barnett investment. Our wide range of investors includes those with the minimum ($10,000) right through to many Executive Director with several million dollars invested across several offerings. We are truly proud of the establishment of the Augusta Property Fund and its alignment with our investment philosophy. In this time of low bank deposit rates, the demand for investments with sustainable returns, quality fundamentals and importantly, an established manager, continues to increase. We expect very strong interest in this opportunity. This PDS contains important information about this offer. We encourage you to read the PDS carefully and consider in particular section 7 on “Risks to Returns from the Augusta Property Fund” before making your investment decision. We look forward to investing with you in the Augusta Property Fund. Albany Lifestyle Centre. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 7
2. W HAT THE AUGUSTA PROPERTY FUND INVESTS IN Current Authorised Investments In this section, you will find information on: The authorised investments, as at the date of this PDS, are: • the key features of the Fund; • Directly-owned real estate; • factors that may affect the financial performance of the Fund and Investors’ returns; • Interests in property managed investment schemes; • how the Fund is managed; • Interests in property managed funds; • Underwriting of property managed investment schemes’ and property managed funds’ • the acquisition of the Initial Properties; and capital raising; • the borrowing sources of the Fund. • Cash; • Derivatives; and Key Features of The Scheme (Fund) • Other assets arising in connection with the above, The key features of the Fund are set out below. (the Current Authorised Investments). The Manager intends to apply for a Licence Variation to allow the Fund to invest in the Statement of Investment Policy and Objectives and following investments: Investment Strategy • Interests in property companies; The Manager has adopted a Statement of Investment Policy and Objectives (SIPO) for the Fund which sets out the: • Interests in listed property vehicles; • investment policies, objectives and strategies for the Fund in respect of the Manager’s • Underwriting of other property entities’ capital raisings, including property companies and investment in the Initial Properties and Current Authorised Investments; and listed property vehicles; • policies the Manager will apply in respect of its management and its investment • Debt securities; performance monitoring benchmarks. • Interests in operating businesses associated with or connected to directly owned real estate The Fund has been established to hold a diversified portfolio of property investments in New acquired by the Fund; Zealand and Australia. Initially, the Fund will invest in properties either directly or indirectly • Loans to entities in which the Fund holds or intends to hold an equity investment in; and through holdings in managed investment schemes/funds. The Fund may also act as an underwriter for managed investment schemes’ and managed funds’ capital raising. • Other assets arising in connection with the above, (the Proposed Authorised Investments). Investment Strategy The Fund will invest in property, either directly or indirectly, to generate a stable income stream to support the Fund’s monthly distribution over time. Underwriting positions will be taken to enhance returns. The Fund intends to hold a range of property investments providing diversification by property, sector, geographic location and tenancy mix. 8
Investment Objectives • Conflicts of Interest: The Manager maintains a conflicts of interest policy that governs the way conflicts and related party transactions are managed. Conflicts are dealt with on arm’s The Fund has a long-term investment horizon. The primary objectives of the Fund are to: length commercial terms. Each director and employee has an obligation to act in the best • provide Investors a sustainable monthly cash distribution; interests of Investors. • increase the Net Asset Value of the Fund and, as a consequence, increase the value of Investment Committee Units; and An Investment Committee will be established during 2020 to provide oversight of the • provide Investors with one-off special distributions from underwriting fees from time investment strategy of the Fund and to ensure that the acquisition and disposal of the Fund’s to time. assets are made in accordance with the investment strategy and the Fund’s SIPO. Investment Policies The Investment Committee will consist of three members. The Chair of the Investment The key policies of the Manager in respect of implementing the above investment objectives Committee will be independent. The Investment Committee may appoint or remove its and strategy are set out in the SIPO, being: members by unanimous resolution. The Chair and members of the Investment Committee will be appointed post establishment of the Fund. • C ash flow management: The Manager will manage the Fund’s cash flow and hold liquidity reserves in such a way as to not cause undue risk or expense to the Fund by incurring only The SIPO may be amended by the Manager following consultation with the supervisor of the costs that are deemed appropriate and reasonable, maintaining and regularly reviewing Fund, Covenant Trustee Services Limited. a cash flow budget to allow early identification of potential problems and maintaining A full copy of the SIPO is available on the Scheme Register at https://disclose-register. discretion to offer redemptions and issue Units. Particular circumstances set out in the companiesoffice.govt.nz by searching “Augusta Property Fund” under “search schemes”. SIPO may result in an increase or decrease in distributions. • Interest cover: Maintained at not less than two times the interest expenses (the Fund’s income is at least two times the Fund’s interest expense). • H edging/interest rate policy: The main expense of the Fund will be interest on its bank borrowings. The Manager will actively manage the Fund’s rates by adopting the strategies described on page 20. • Gearing: The Fund has a long-term gearing target of up to 45%, but with the ability to increase gearing above this level on a short-term basis to facilitate acquisitions, redemptions and fund underwriting if called. The maximum allowable loan amount is 55% of the aggregate value of the Fund’s assets (calculated on a Look-Through basis). • Valuation: The Fund’s directly held properties will be valued on 31 March 2021 and at least annually thereafter. Valuations will be managed in line with the Manager’s valuation policies. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 9
2. W HAT THE AUGUSTA PROPERTY FUND INVESTS IN (CONT.) Initial Properties 15 Year Lease Expiry Profile 23% 15% 10% 11% 9% 8% 4% 5% 2% 3% 3% 3% 3% 1% 0% 0% 0% e * 21 31 rit 20 22 23 24 25 26 27 28 29 30 32 33 r3 4 35 rw ar ar ar ar ar ar ar ar ar ar ar ar ar ar a ar de 1M 31M 1M 1M 1M 1M 1M 1M 1M 1M 1M 31M 1M 1M 1M 1M Un 3 3 3 3 3 3 3 3 3 3 3 3 3 3 or nd Ve * Includes month-to-month tenancies. Largest 10 Tenants (Current Annual Rent) Tenancy Industry Mix (Current Annual Rent) Food & Beverage 1% Mitre 10 Other Medical/Healthcare Other (New Zealand) Ltd 2% 32% 30% 23% Professional Services 2% Home Appliances 3% Vendor Underwrite Pharmacy at 4% Anglesea Ltd 3% EROAD Ltd Anglesea Clinic Accident 8% Transportation and Medical Ltd Technology 8% Furniture & 3% Homewares PK Extreme Ltd 25% (100% Albany Extreme Appliances) Freedom Furniture 3% New Zealand Ltd Danske Møbler Ltd 4% 8% Hardware & Pathology Associates Ltd Building Supplies Hunter Retail Ltd 7% 5% 23% Hamilton Radiology Ltd 6% The Freedom Furniture New Zealand Ltd lease is assigned from Steinhoff Asia Pacific Ltd on 1 April 2020. 10 The above graphs use Freedom Furniture New Zealand Ltd rent as at 1 April 2020.
Tenancy Type (Current Annual Rent) Large Format Retail 52% Specialty Retail 1% Food & Beverage 1% Vendor underwrite 4% Office 11% Medical/Healthcare 31% Next Rent Review Mechanism (Current Annual Rent) Other CPI 2% 37% Expiry 1% Month-to-month tenancies Vendor 1% underwrite 4% Right of renewal 8% Market Fixed increase 32% 15% Albany Lifestyle Centre - EROAD offices. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 11
2. W HAT THE AUGUSTA PROPERTY FUND INVESTS IN (CONT.) 260 Oteha Valley Road, Albany, Auckland Albany Lifestyle Centre Large format retail centre with 12 tenants anchored by Mitre 10 Mega with a lease term of more than 13 years remaining See photo gallery on pages 38-39 Boundary lines indicative only. 12 8.15 100% 26.7K 616 TENANTS WALT OCCUPANCY NLA (sqm) CARPARKS 12
The Albany Lifestyle Centre comprises an integrated three level large format retail centre tenants to the area, further cementing Albany as the North Shore’s pre-eminent shopping originally constructed in 2007. With 12 established tenants, including office users, the property destination benefitting Albany Lifestyle Centre. Albany is the primary retail hub for an area provides diversified income streams. Presented to a modern standard, the property is 100% population of 398,900. Other neighbouring properties include new apartment development occupied with 26,686.70 sqm of net lettable area and approximately 616 carparks situated on- Rose Garden, PAK ‘N’ SAVE, Ramada Hotel, North Harbour Stadium (formerly QBE Stadium) site, over multiple levels. within the 23-hectare North Shore domain along with multiple other smaller commercial developments, providing convenience and service based retailing. It has also recently been The Tenants announced that Asset Plus Limited (an NZX listed company also managed by the Manager) will The lower level is occupied by New Zealand’s leading home improvement and garden retailer, develop a new six level office building across from the Albany Lifestyle Centre with Auckland Mitre 10 Mega, and is one of their largest stores in the country. Mitre 10 Mega has a 15-year Council to occupy approximately two-thirds of the building on a 15 year lease. lease term from 1 May 2018 with potential for annual rental growth, and rights of renewal Overall, the centre is situated in a desirable North Shore location and in close proximity to providing a final lease expiry date of 30 April 2048. Most of the Mitre 10 Mega store is located major roading and public transport infrastructure. within the Albany Lifestyle Centre, with a part of the store comprising a garden centre and a café located on the adjoining property, which is currently owned by a company associated with Features of the Albany Lifestyle Centre the Albany Mitre 10 Mega franchise (and does not form part of the Albany Lifestyle Centre). General construction comprises precast concrete columns and beams, reinforced concrete Level 1 comprises nine large format retail premises leased to well-known international and floors, precast concrete wall panels, rooftop carparks and metal profile roofs. The Mitre 10 national brands including Freedom Furniture, Danske Møbler and Hunter Furniture. The office Mega premises is accessed directly from Oteha Valley Road as well as a large area of under accommodation on Level 2 is leased to NZX (the operator of New Zealand’s Stock Exchange) cover parking. The Mitre 10 Mega premises is divided into a bulk timber and a main trade area and EROAD, the NZX-listed transport technology and services company. which includes an internal mezzanine retail area accessed by an escalator and elevator. A lift provides access to all levels of the centre. The mid-level retail is U-shaped around a central This desirable tenant mix provides a current Weighted Average Lease Term of 8.15 years by carpark and provides a total of approximately 10,233 sqm of accommodation. The level two income. Further details of the material Leases and the Tenants are set out at pages 22 to 25. offices provide approximately 2,728 sqm of lettable area. Location Purchase Price $88,976,591 plus GST (if any) The Albany Lifestyle Centre is well located on a large 1.8ha high profile site, benefitting from Valuation $90,000,000 plus GST (if any) (as at 31 October 2019) three road frontages totalling 460 metres. Situated only a short distance from the six lane Northern Motorway (State Highway One), multiple access ramps in both directions enable WALT 8.15 years (as at 31 January 2020) favourable access to the centre. The property is a short walk to the Park and Ride Albany Occupancy 100% Station, which is a large bus interchange, connecting the suburb with the Auckland CBD and Land area Approximately 18,348 sqm surrounding areas. Frequent express bus services are available nearby. NLA Approximately 26,686.70 sqm Surrounding developments in the immediate vicinity include Westfield Albany where owner Seismic 100% A+ Scentre Group has indicated they will “lodge a development application for a proposed redevelopment of Westfield”, estimated at $500 million, which could attract further big name Product Disclosure Statement - For an offer of units in the Augusta Property Fund 13
2. W HAT THE AUGUSTA PROPERTY FUND INVESTS IN (CONT.) Corner of Anglesea, Tristram and Thackeray Streets, Hamilton Anglesea Medical Centre Waikato’s largest private Medical Complex with 28 established tenants The largest ten tenants (68% of the annualised rent) have been in occupancy for 10-27 years See photo gallery on pages 38-39 Boundary lines indicative only. 28 4.36 89% 12.6K ~375 TENANTS WALT OCCUPANCY NLA (sqm) CARPARKS 14
The Anglesea Medical Centre is the largest private medical complex in Waikato with a net Location lettable area of 12,573.2 sqm. The majority of the 28 tenants are medical and healthcare Anglesea Medical Centre is located in Hamilton’s CBD and is surrounded by major transport routes. service providers, with the low reliance on any one tenant providing diversification of Of note is the property’s close proximity to Waikato’s primary public hospital, only 2km away. the income stream. The large 24,383 sqm freehold site features three main buildings – Anglesea Clinic, Symmans House and John Sullivan House – as well as other smaller The property is surrounded by a range of other commercial operations including a five storey paid buildings, associated land and 375 carparks. car park, three storey office block, “big box” retailers and motor vehicle dealerships. The three street frontages on Thackeray Street, Tristram Street and Anglesea Street provide three main The comprehensive private medical services offered at the property include pathology, entrance points enhancing public accessibility. Tenant car parking is accessed through a separate radiology and a broad range of specialist services. It is the only private facility in the entry on Clarence Street. broader Hamilton region with the right to operate a 24-hour accident and emergency (A&E) clinic. The location provides flexible local zoning permits with a broad range of potential uses and building heights (restrictions of 16-20m). There is relatively low site cover at the property with ground floor net The Tenants lettable area representing approximately 30% of total site area. Both of these points bode well for any Of the 28 tenants (excluding the Anglesea Medical Centre Vendor rental underwrite), almost future redevelopment opportunities. 90% of the annualised rent is from medical/healthcare service providers. Demand for private medical services in Waikato is expected to remain strong driven by continued population and Features of Anglesea Medical Centre economic growth, constraints on the public health sector and an ageing population. Established as a Medical Centre in 1992 the site has been incrementally developed over time. The most recent developments include the new café/retail block in 2017 and the pharmacy extension in 2018. A key feature of the property is the tenants’ commitment to the site and location with the top ten tenants for the property accounting for 68% of the annualised rent and having The Anglesea Medical Centre is made up of three main buildings and features 375 car park spaces. tenures of between 10 and 27 years at the Anglesea Medical Centre. The property has a Purchase Price $55,000,000 WALT of 4.36 years (as at 31 January 2020).1 Valuation $56,700,000 (as at 13 November 2019) Flagship tenants include; WALT 4.36 (as at 31 January 2020) a) Anglesea Clinic Urgent Care – Hamilton’s leading private A&E with an exclusive Occupancy 89% (excluding vendor underwrite) licence to operate 24/7; Land area 24,383 sqm (more or less) NLA Anglesea Clinic 3,873.9 sqm b) Pathlab - One of New Zealand’s largest pathology service providers. Pathlab’s Anglesea Medical Centre facility is one of the most advanced laboratories in the Symmans House 6,973.1 sqm southern hemisphere; John Sullivan House 1,726.2 sqm Total 12,573.2 sqm c) Hamilton Radiology - A long-standing private radiology practice which operates in eight Seismic Anglesea Clinic 40% (see pages 30 and 54 regarding the locations in Waikato. Anglesea Medical Centre is Hamilton Radiology’s main facility; Anglesea Medical Centre Vendor’s liability to the d) Fertility Associates - The only provider of public and privately funded treatment in the Fund, seismic upgrading works on part of the Waikato region; Anglesea Clinic and the risks associated with these works) e) Anglesea Pharmacy - One of Anglesea Medical Centre’s founding tenants. Anglesea Symmans House 70-100% Pharmacy provides a full dispensary and general medical service. John Sullivan House 100% 1 The centre office, and vacant units that are earmarked for demolition at the Anglesea Medical Centre under the Anglesea Medical Centre Vendor’s proposed redevelopment plan, are excluded from the calculation of property metrics and the rental underwrite described in further detail on page 31. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 15
2. W HAT AUGUSTA PROPERTY FUND INVESTS IN (CONT.) Management of the Fund Name Bio Role The Fund will be managed by the Manager. Day-to-day facilities and property management Bryce Barnett Bryce’s career started as a Chartered Bryce will, in conjunction services for the Properties will be provided by Bayleys Property Services Limited. The Manager Chartered Accountant for the Inland Revenue before with Mark and Joel will, as part of its role as manager of the Fund, monitor Bayleys’ compliance with its facilities Accountant, FCA, becoming Chief Accountant of the Moller Lindsey (referred to and property management obligations. When the Manager is acting as a manager of the Fund F.PINZ, MNZM Group of Companies. Bryce has held executive below), oversee all it has a duty to act in the best interests of the investors in the Fund. positions including Managing Director within aspects of the Fund and publicly listed and private companies each the Initial Properties For details on how the Manager will deal with conflicts of interest refer to “Conflicts of with a strong emphasis on property. Bryce as part of his role Interest” on page 9. went on to form his own company, KCL overseeing all Augusta The key personnel of the Manager who will be responsible for managing the Fund and the Property Limited in 1994, which was acquired schemes. Properties are: by Augusta Capital in 2014. His property experience over the last 47 years includes Name Bio Role commercial, industrial, large format retail and Mark Francis Mark is the Managing Director of Augusta Mark will, in conjunction residential development and investment in BCom (Fin) Capital. Mark has a Bachelor of Commerce with Bryce Barnett and New Zealand and Brisbane, Australia. In 2017, in finance from the University of Otago and Joel Lindsey, oversee Bryce was awarded a Chartered Accountants a background in finance and property in all aspects of the Fund Fellowship and is a Member of the New roles with Hendry Hay MacIntosh, Force and its Assets as part of Zealand Order of Merit for recognition of his Corporation Limited and Village Roadshow his role overseeing all contribution to governance and philanthropy. Australia Pty Limited. Mark formed Augusta Augusta schemes. Joel Lindsey Joel is the Chief Operating Officer of Joel will, in conjunction Group Limited in 2001 and began property BProp (Real Estate) Augusta. Prior to his return to New Zealand with Mark and Bryce, syndication through the Manager in 2003. / BA (Geography), in 2014, Joel worked at Aviva Investors oversee all aspects of Mark has the largest shareholding in M.PINZ (London) where he worked his way from the Fund and its Assets Augusta Capital. Mark has agreed to sell his Analyst to Fund Manager and ultimately held as part of his role shareholding to Centuria Capital Group if the the position of Senior Director – Real Estate. overseeing all Augusta takeover offer proceeds. In that position, he was responsible for schemes. management of the £4 billion Aviva Life and Pensions real estate investment portfolio. On his return to New Zealand, Joel has worked at Panuku Development Auckland and prior to joining the Manager, he was its Head of Business Development and Project Director. 16
Name Bio Role Name Bio Role Bernie Smith Bernie became a part of the Augusta team Bernie is a Senior Asset Mark Madigan Mark joined Augusta in 2018 following Mark is a Financial BBS (Valuation when it acquired KCL Property in 2014. Manager at the Manager, BCom (Accounting Financial Controller roles at Airwork Controller at the and Property Bernie completed a Bachelor of Business responsible for the and Marketing) and Property For Industry. Prior to this, Manager and will, Management) Studies majoring in Valuation and Property asset management of a / BCom (Hons) Mark was an Associate Director in the in particular, be Management at Massey University. Prior number of properties in (Accounting), institutional banking client coverage team at responsible for the to joining KCL, Bernie managed a private the Manager’s portfolio, Chartered Commonwealth Bank of Australia. Fund’s bank finance. portfolio in Auckland. predominantly located Accountant Mark is also responsible in Hamilton, the Lower for financial reporting, North Island and compliance, tax and Queensland, Australia. treasury management for the Fund’s portfolio. Bernie will be the Fund’s fund manager and will be responsible for the asset Ben Harding Ben has a Bachelor of Commerce from Otago Ben is Augusta’s Head management of any BCom (Finance) University, a Masters in Property Valuation of Asset Management direct properties held and MA (Property and Law from London City University and and is responsible for by the Fund, including Valuation and is a qualified member of the RICS (Royal overseeing Augusta’s Anglesea Medical Centre Law), MRICS Institute of Chartered Surveyors) and REAA asset team, Bayleys and the Albany Lifestyle (Real Estate Authority). Immediately prior Property Services and Centre. to joining Augusta in 2018, Ben worked for achieving corporate Simon Woollams Simon is the Chief Financial Officer of Simon will provide Stride Property where he was responsible for objectives in relation to BCom Augusta. Simon joined Augusta in 2007. He financial oversight of the strategic asset management of its office asset management. (Accounting), is a chartered accountant and has a strong the Fund. property portfolio. Chartered financial background, including roles with Accountant BDO and ANZ Bank in the property and Augusta Capital has recently entered into an agreement with Centuria Capital Group who is finance teams, and has experience from proposing to make a takeover offer for all of Augusta Capital’s shares. If Centuria Capital Group’s the UK. takeover offer is successful, Mark Francis and Bryce Barnett have agreed to enter into three year employment agreements with Augusta Capital to ensure continuity of business leadership. There is no guarantee that the takeover will be successful. If it is, Augusta Capital (and the Manager) will also become subsidiaries of Centuria Capital Group. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 17
2. W HAT AUGUSTA PROPERTY FUND INVESTS IN (CONT.) In addition to Mark Francis and Bryce Barnett (whose profiles are set out above), Name Bio the directors of the Manager are: Kevin Murphy Kevin became a director of the Manager on 29 March 2018. He was Name Bio Chartered formerly the Managing Director of TSB New Zealand (until January Accountant 2018) where he helped grow a small regional bank into the sixth largest Paul Duffy Paul Duffy has over 35 years’ experience in the property investment/ retail bank in New Zealand with assets in excess of $7 billion. During Dip Urb Val development industry, including CEO/executive director of DNZ Property Independent his time as Managing Director he also served as a director of Fisher Trust (now named Stride Property) for 13 years. During his career, Paul Director Independent Funds, Payments NZ and the New Zealand Banking Ombudsman. Kevin held the position of general manager of Fletcher Property Limited and - Augusta Capital Chair is a Chartered Accountant and was previously the Vice President of was joint managing director of US Real Estate Subsidiaries for the Abu Board of Directors - Augusta Capital Chartered Accountants Australia and New Zealand (CA ANZ). Dhabi Investment Authority. In this role he oversaw the formation of Board of Directors a large real estate portfolio in the United States and Europe. Paul is He is currently also a director of SBS Bank and a number of its currently a director of Asset Plus Limited, Leighs Construction and a subsidiaries, including Finance Now Limited. number of other private companies. Paul is the chair of Augusta Capital and the Manager. Fiona Oliver Fiona is an experienced board member and audit committee chair. She Robert Mark Mark is a professional director and corporate adviser who has worked in LLB, BA (History) currently holds directorships with and is audit committee chair of Tilt Petersen (known the commercial property sector for the past 35 years. Initially working Renewables Limited, Gentrack Group Limited, BNZ Life Insurance Limited Independent as Mark Petersen) as a registered valuer, Mark’s background includes development and BNZ Insurance Services Limited. Fiona is also a member of the Inland Director Dip Urb Val management, project management and investment management. Revenue’s Risk & Assurance Committee. - Augusta Capital Mark was Managing Director of NZX listed Shortland Properties Limited Independent Board of Directors Fiona’s governance career followed her executive leadership career in from 1989 to 1999. He is currently Chair of Augusta Industrial Fund Director the financial services sector where her roles included Chief Operating Limited, and is also an advisory Board member for Te Tumu Kainga, a - Augusta Capital Officer of Westpac’s investment arm, BT Funds Management, and trust administered by the Maori Trustee for the provision of affordable Board of Directors General Manager of AMP NZ’s Wealth Management business. Fiona housing. Mr Petersen commenced a role as an advisor to the Tainui brings a specialist knowledge of investments and the capital markets as Group Holdings’ Board in August 2019. He will transition to being an well as a deep understanding of regulation and regulatory frameworks Independent Director of Tainui Group Holdings in April 2020 when in commercial and corporate law, having practiced with law firms in another long-serving director is due to retire by rotation. London and Auckland, including Chapman Tripp and Russell McVeagh. Mark is a former director of Wellington Waterfront Limited, CentrePort Fiona Oliver was a director of Wynyard Group Limited between April and Limited, as well as Australian property focused private equity funds October 2016. The company went into voluntary administration on 25 which were established and managed by Grant Samuel. He is a past October 2016 and liquidation in February 2017. Chair of the NZ Hockey Federation. 18
Name Bio Purpose of offer and allocation of finance Jonathan Ross Jonathan Ross is currently a director of the Reserve Bank of New Zealand, The purpose of the offer is to raise sufficient funds which, together with bank borrowing, will BCL, BA Marlborough Lines, Oceania Health Holdings and Rhodes Scholarships in allow the Fund to purchase the Initial Properties and pay the establishment costs. (Economics and New Zealand Limited. The money raised, together with the bank borrowings, will be allocated as follows: Politics), LLB He has been recognised as an expert in corporate, banking, capital (Hons) Purchase price $143,976,591 markets, derivatives, structured finance and securitisation law. Jonathan Independent retired from law firm Bell Gully in February 2011 after 23 years as a partner. (aggregate of the Initial Properties) Director In June 2011 Jonathan was appointed as an inaugural member of the Establishment costs $8,810,500 - Augusta Capital P.R.I.M.E. Finance list of experts. Total $152,787,091 Board of Directors Funded by: Subscriptions from Investors $90,000,000 Debt $62,787,091 Total $152,787,091 The debt will be funded by way of an interest only syndicated loan facility secured over the Fund’s Assets provided by ASB and/or ICBC. To the extent there are oversubscriptions, See “About Augusta Funds Management Limited and others involved in the Augusta Property the amount of the debt drawn may be lower. The above costs relate to the SIPO as Fund” in section 10 for further details. further described: Prior to completion of the Centuria Capital Group takeover, the current directors of the • Purchase price of the Initial Properties: a key part of the investment strategy is to acquire Manager are expected to remain in place. Following the takeover (assuming it is successful) the Initial Properties; there may be changes to the current board. However, in addition to Mark Francis and Bryce Barnett (who will remain as directors) Centuria Capital Group will ensure that the Manager • Establishment costs (further details of which are set out in section 8 “What are continues to have independent directors on its board of directors. the Fees”): - The offeror’s fee secures the Manager’s participation in the Fund, which is necessary for the implementation of the SIPO; - The brokerage, marketing, underwriting, investigating accountant, legal and supervisor fees, PDS registration fee and FMA levy, disbursements, bank fees, registry fees and PDS liability insurance ensure the successful completion of the Offer and raising of the funds, without which the investment strategy will not be able to be implemented; - All other fees primarily relate to due diligence on the Properties and the investment in order to test whether the investment strategy is feasible. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 19
2. W HAT AUGUSTA PROPERTY FUND INVESTS IN (CONT.) On settlement of the purchase of the Initial Properties, all Investors’ capital will be applied to Factor affecting financial performance Strategy to address settle the acquisition of the Initial Properties and pay the establishment costs. The minimum Interest rates (cont.) The Manager will monitor the margins available in amount to be raised from Investor subscriptions is $90 million before Units in the Fund are the market during the life of the Fund (and would issued. This amount is fully underwritten. The use of subscription money raised from Investors consider changing lender if materially better margins under this Offer will not change depending on the total amount raised. were available elsewhere). The Manager will manage the interest rate management strategy throughout Factors that may affect the financial performance of the Fund the life of the Fund including the percentage of and Investors’ returns borrowings that is subject to a fixed interest rate. The financial performance of the Fund is closely tied to the performance of the Initial Rental income and occupancy The rental income received by the Fund is the Properties and Authorised Investments. Investors may receive the following returns in respect key source of the Fund’s income. That income is of their Units: forecast to grow over time due to the rent review • Distributions from the Fund relative to their respective Units; and provisions in the various leases across the Fund’s portfolio, as well as either retention of tenants on • Any gains which result from the net sale proceeds of the Assets exceeding the purchase lease expiry or re-leasing to new tenants. price to be paid and the establishment costs. There are various rent review provisions in the The key factors that will affect the financial performance of the Fund and Investors’ returns, leases, either fixed, market, or CPI occurring either and the strategies and plans to address those factors are: at fixed periods during a lease or on renewal. Factor affecting financial performance Strategy to address The Manager will proactively manage the property Interest rates Interest expense incurred by the Fund as a result of portfolio and tenancies. bank borrowings is a material expense for the Fund. Property value The change in value of a Unit in the Fund is tied Interest rates consist of a base rate and a margin. to the change in value of the Fund’s property On establishment, base rates will be floating and portfolio and other investments. The value of margins will be fixed under the syndicated loan the directly and indirectly-held assets will be facility until expiry of the initial loan term or when influenced by multiple factors including the the loan is refinanced. property market, changes in rental paid by tenants, the remaining term of leases and The Manager will manage the base interest capital expenditure. rate applying to the Fund’s borrowings with a combination of short-term and long-term interest rate derivatives and/or floating rates. The Manager intends to transact interest rate swap agreements after the Fund is established that fix the base rate on 50% of the Fund’s long-term drawn debt forecast for a period of up to four years. 20
Factor affecting financial performance Strategy to address Albany Lifestyle Centre Underwriting The Fund may act as an underwriter of other future Property Valuation managed investment funds and other managed investment schemes, however no underwriting An independent valuation of the Albany Lifestyle Centre has been provided by Dale Winfield opportunities have yet been identified. Such of Jones Lang LaSalle on an “as is basis” at $90m plus GST (if any) as at 31 October 2019 in opportunities will generate additional income accordance with current Australia and New Zealand Valuation and Property Standards. It for the Fund. If the offers being underwritten are was prepared using both a capitalisation of net income approach and a discounted cash not fully subscribed then the Fund would need to flow approach. acquire the units it has underwritten up to the level Other assumptions for the valuation were made by the valuers in undertaking the valuation, of its underwrite. Those units would then be held as and as set out in this Valuation Report. The Manager does not consider any of the assumptions assets of the Fund and earn income for the Fund. made to be unreasonable or unusual market practice, based on its significant experience Future acquisitions and diversification The Fund has a strategy to grow the Fund’s obtaining and considering such valuation advice. portfolio following issuing a continuous issue A copy of the Valuation Report may be found on the Offer Register at https://disclose- Product Disclosure Statement after the Fund has register.companiesoffice.govt.nz by searching “Augusta Property Fund” under “search offers”. been established. However this is conditional on the Manager identifying suitable Sale and Purchase Agreement investment opportunities. The Custodian acting as bare trustee for the Fund will be nominated as the purchaser and Tax will also affect Investors’ returns. The Fund intends to register as a multi-rate PIE. Further will complete the purchase of the Albany Lifestyle Centre. The key features of the Sale and information is contained in section 9 “Tax”. Purchase Agreement are set out below. Purchase Price: $88,976,591 plus GST (if any) Acquisition of Key Property Settlement: 27 March 2020 This section of the PDS summarises important information for each of the Albany Lifestyle Centre and Anglesea Medical Centre comprised in the applicable: Rental and Tenants • Sale and Purchase Agreement; The total annual rental payable for the Albany Lifestyle Centre as at 31 January 2020 is estimated to be $5,707,471 plus GST per annum. • Leases; • titles for the Initial Properties and all interests registered on the titles; and The Manager is not aware of any of the tenants failing to meet any of their respective material obligations under their respective agreements in relation to the property. • the Land Information Memoranda for the Initial Properties. Product Disclosure Statement - For an offer of units in the Augusta Property Fund 21
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