PRODUCT DISCLOSURE STATEMENT - interest.co.nz
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PRODUCT
DISCLOSURE
STATEMENT
FOR AN OFFER OF Dated 7 May 2015. Arranger and Joint Lead Manager:
FIXED RATE BONDS
This document gives you important information about
MATURING 15 JUNE 2020
BY THE WAREHOUSE this investment to help you decide whether you want
GROUP LIMITED to invest. There is other useful information about this
offer on www.business.govt.nz/companies/disclose. Joint Lead Managers:
The Warehouse Group 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 to make an investment decision.
KEY
1 INFORMATION
SUMMARY
What is this? Key terms of the Offer
This is an offer of unsecured, unsubordinated, fixed rate
bonds (Bonds). The Bonds are debt securities issued by Description Unsecured, unsubordinated, fixed rate
The Warehouse Group Limited (WHS). You give WHS bonds.
money, and in return WHS promises to pay you interest Term 5 years maturing on 15 June 2020.
and repay the money at the end of the term. If WHS runs
into financial trouble, you might lose some or all of the Offer amount Up to $100 million with the ability to
money you invested. accept oversubscriptions to bring the
total issue size up to $125 million at
About WHS Group WHS’ discretion.
WHS and the companies that it owns make up WHS
Structure of The Offer consists of two parts:
Group. WHS Group is made up of WHS Retail Group and
the Offer and • a General Offer of up to $75 million,
WHS Financial Services Group.
who can apply open to institutional investors and
WHS Retail Group comprises WHS and its Subsidiary
members of the public resident in
companies that are engaged primarily in the retail of
New Zealand; and
general merchandise and apparel, stationery, appliances,
outdoor and adventure sports goods. • an Exchange Offer of up to
$25 million, open to holders of
WHS Financial Services Group comprises Subsidiary
the Maturing Bonds resident in
companies of WHS that are involved in the provision
New Zealand.
of financial services (referred to as Financial Services
Entities). WHS also has the ability to accept
oversubscriptions across the two
Only members of WHS Retail Group guarantee the Bonds.
Offers at its discretion to bring the
None of the members of WHS Financial Services Group
total issue size up to $125 million.
guarantee the Bonds.
Interest Rate The Interest Rate applicable to the
Purpose of this Offer Bonds will be set on 19 May 2015 by
WHS will use the proceeds of the Offer to repay its WHS and the Joint Lead Managers
fixed rate bonds that mature on 15 June 2015 (Maturing following completion of the Bookbuild.
Bonds) and for general corporate purposes of the
Interest Semi-annually in arrears on 15 June
Guaranteeing Group (which excludes the financial services
Payment Dates and 15 December in each year
business). This Offer forms part of WHS’ ongoing capital
(or if that day is not a Business Day,
management strategy.
the next Business Day) up to
and including the Maturity Date,
commencing 15 December 2015.
Early bird interest will also be paid
on application money paid in respect
of accepted applications within five
Business Days of the Issue Date. More
information on how early bird interest
is calculated can be found in section 3
of this PDS (Terms of the Offer).
Offer Opening 20 May 2015.
Date
Closing Date Exchange Offer: 5 June 2015.
General Offer: 10 June 2015.
PG 1
KEY
INFORMATION
SUMMARY
Who is responsible for paying you? The Guarantee from each of the Guarantors also ranks
WHS is responsible for paying interest on the Bonds equally with all other unsecured and unsubordinated
and for the repayment of the Bonds. The Bonds are obligations of the Guarantors.
guaranteed by certain members of WHS Retail Group More information on how the Bonds rank for repayment can
that are both wholly owned subsidiaries of WHS and are be found in section 6 of this PDS (Key features of Bonds).
considered to be ‘Substantial Subsidiaries’. The Bonds
are also guaranteed by Torpedo7 Group and Waikato No security
Valley Chocolates Limited which are part of WHS Retail
The Bonds, and the Guarantors’ obligations under the
Group but are not wholly owned by WHS. WHS and the
Guarantee, are not secured against any asset of WHS or
Guarantors of the Bonds are together referred to as the
the Guarantors.
Guaranteeing Group. Not all members of WHS Group
guarantee the Bonds. None of the members of WHS
Where you can find WHS Group’s financial information
Financial Services Group guarantee the Bonds.
The financial position and performance of WHS Group
More information on the Guarantee and the Guarantors
are essential to an assessment of WHS’ ability to meet its
can be found in section 6 of this PDS (Key features
obligations under the Bonds. You should read section 7 of
of Bonds).
this PDS (WHS Group’s Financial information).
How you can get your money out early
Key risks affecting this investment
Neither you nor WHS is able to redeem the Bonds before
Investments in debt securities have risks. A key risk is that
the Maturity Date, other than if there is a Change of
WHS does not meet its commitments to repay you or pay
Control of WHS. In the event of a Change of Control, WHS
you interest (credit risk). Section 8 of this PDS (Risks of
may elect to redeem all of your Bonds or you may elect
investing) discusses the main factors that give rise to the
to require WHS to redeem your Bonds. More information
risk. You should consider if the credit risk of these debt
on the Change of Control can be found in section 3 of this
securities is suitable for you.
PDS (Terms of the Offer). WHS may be required to repay
the Bonds early if an Event of Default occurs. See section The Interest Rate for these Bonds should also reflect
6 of this PDS (Key features of Bonds) for more information. the degree of credit risk. In general, higher returns are
demanded by investors from businesses with higher risk
WHS intends to quote these Bonds on the NZX Debt
of defaulting on their commitments. You need to decide
Market. This means you may be able to sell them on the
whether the Offer is fair. WHS considers that the most
NZX Debt Market before the end of their term if there are
significant risk factors are:
interested buyers. If you sell your Bonds, the price you
get will vary depending on factors such as the financial • Competitive position: WHS Group’s competitive
condition of WHS and WHS Group and movements in the position may deteriorate as a result of factors including
market interest rates. You may receive less than the full actions by existing competitors, the entry of new
amount that you paid for them. competitors or a failure by WHS Group to continue to
position itself successfully as the retail environment and
How Bonds rank for repayment technology change. Whilst WHS Group closely monitors
The Bonds will rank equally with WHS’ other unsecured its competitive position, it is difficult to anticipate actions
and unsubordinated obligations. This means in a liquidation by competitors and consequently assess the likelihood
of WHS, your rights and claims as a Bondholder: that its competitive position will deteriorate. Any
deterioration in WHS Group’s competitive position on
• will rank after all secured creditors (if any) and creditors a sustained basis may result in a decline in revenue and
preferred by law (e.g. employees up to a cap of $20,340 margins and a loss of market share. Within WHS Group,
each and Inland Revenue in respect of unpaid tax); a change in The Warehouse’s competitive position would
have the greatest impact. A successful execution of WHS
• will rank equally with other Bondholders and equally
Group’s strategy to diversify its business by growing its
with the rights and claims of holders of equal ranking
non-Warehouse retail divisions would reduce the impact
obligations (including the lenders of bank debt and all
of changes in The Warehouse’s competitive position to
other unsecured, including trade, creditors); and
the wider WHS Group.
• will rank ahead of holders of subordinated debt (if any)
• Customer preferences: WHS Group may fail to gauge
and Shares in WHS.
and satisfy customer preferences or adapt or expand
its product offering, stores, channels or technologies to
the changing demands of its customer base on a timely
PG 2
KEY
INFORMATION
SUMMARY
basis or at all, which may adversely affect WHS Group’s
market share or revenues. WHS Group closely monitors
customer preferences and market trends, however it is
inherently difficult to assess the likelihood that they
will change. Similarly, it is inherently difficult to assess
the likelihood of events occurring outside its control.
If WHS Group misjudges those preferences or fails to
convert those market trends into appealing product
offerings on a timely basis, or is negatively impacted
by such events outside its control, this may result in
lower revenue and margins.
• Suppliers: WHS Group’s suppliers may cease providing
merchandise, change pricing levels, experience
operational or transportation difficulties or incur
increased production or transportation costs which they
may seek to pass on to WHS Group. If this occurs in
relation to one or more major suppliers and WHS Group
is unable to make acceptable alternative arrangements,
WHS Group may suffer inventory shortages, a reduction
in revenue and a loss of market share which may
adversely affect its future financial performance. WHS
Group has a large number of suppliers and so considers
the likelihood of this risk occurring as relatively low.
WHS Group sources products from foreign suppliers.
The Warehouse Limited has the greatest exposure to
foreign suppliers with around 86% of products sourced
from overseas, of which the majority are sourced from
a large number of suppliers in China. A diversity of
suppliers mitigates some of the key supplier risks, but
WHS Group is still exposed to country specific risks
where those suppliers operate. WHS Group is also
exposed to numerous additional risks (and potential
costs) to get those products to New Zealand. Whilst
WHS Group considers the likelihood of any of these
risks occurring, in isolation or in combination, as low,
if they did it could have a material adverse impact
on WHS Group’s future financial performance and
financial position.
This summary does not cover all of the risks of investing
in the Bonds. You should also read section 8 of this PDS
(Risks of investing). Further information about the risks
of investing in the Bonds can also be found on the online
offer register maintained by the Companies Office known
as ‘Disclose’ (the Disclose register).
No credit rating
WHS’ creditworthiness has not been assessed by an
approved rating agency. This means that WHS has not
received an independent opinion of its capability and
willingness to repay its debts from an approved source.
PG 3
TABLE OF CONTENTS Section Page 1. Key information summary 1 2. Key dates and Offer process 6 3. Terms of the Offer 7 4. WHS Group and what it does 10 5. Purpose of the Offer 15 6. Key features of Bonds 15 7. WHS Group’s financial information 18 8. Risks of investing 22 9. Tax 24 10. Who is involved? 25 11. How to complain 26 12. Where you can find more information 26 13. How to apply 27 14. Contact information 27 15. Glossary 28
LETTER
FROM THE
CHAIR
Dear Investor
On behalf of the directors of The Warehouse Looking forward our focus is on consolidation,
Group Limited, it is our pleasure to provide realising the benefits of scale and building on
you with the opportunity to invest in a new our group competencies. As part of our five
issue of Bonds. We are delighted to be year strategy we are also looking to become
offering another such opportunity to the a leading New Zealand retail financial services
New Zealand investing public five years on company. The financial services business is
from our inaugural bond offer in 2010. The operated by a separate group of companies
purpose of this Offer is to fund the repayment that do not guarantee the Bonds.
of those bonds and for general corporate
purposes of the Guaranteeing Group (which This Offer of Bonds is an opportunity for you
excludes the financial services business). Those to invest in WHS Group through a bond that
bondholders that are resident in New Zealand provides semi-annual payments at a fixed
will have the opportunity to apply some or all interest rate. The Interest Rate for the Bonds
of their redemption proceeds to subscribe for will be announced via nzx.com on 19 May 2015
the Bonds under an Exchange Offer. There is in advance of the Offer opening.
also a General Offer open to the New Zealand To ensure that an investment in the Bonds
public and institutional investors. meets your needs, you should carefully read
In 1982, Sir Stephen Tindall founded The this Product Disclosure Statement. If you
Warehouse with a vision of revolutionising have any questions or if you are interested in
retail in New Zealand. The famous ‘Red Sheds’ investing in the Bonds, please contact your
have since become iconic institutions and the usual authorised financial adviser.
introduction of Warehouse Stationery stores We look forward to your participation in
further changed the landscape for this Offer, and your continued support as
Kiwi shoppers. customers in our stores.
Three years ago, The Warehouse Group set Yours faithfully
about to reshape the group, with a clear
growth strategy leading to the acquisition of
Noel Leeming, a majority interest in Torpedo7
and other businesses in the New Zealand
retail sector. Today we now have a diverse
Ted van Arkel
multichannel business which includes 92 The
CHAIRMAN
Warehouse stores, 79 Noel Leeming stores,
The Warehouse Group Limited
65 Warehouse Stationery stores, 13 Torpedo7
stores and several online businesses which
have grown our revenue base and diversified
our financial performance.
PG 5KEY DATES
2 & OFFER
PROCESS
Interest Rate set 19 May 2015
Opening Date 20 May 2015
Closing Dates:
– for the Exchange Offer 5 June 2015
– for the General Offer 10 June 2015
Issue date 15 June 2015
Expected date of initial quotation and trading 16 June 2015
of the Bonds on the NZX Debt Market
Early bird interest paid By 22 June 2015
First Interest Payment Date 15 December 2015
Interest Payment Dates 15 June and 15 December in each year up to and
including the Maturity Date
Maturity Date 15 June 2020
WHS reserves the right to vary the timetable (other than There may be scaling in the Exchange Offer. WHS may
the Interest Payment Dates and Maturity Date), including consider how early your application is received, among
by extending the Closing Dates or withdrawing the Offer other factors, when determining any scaling so you are
at any time before the Bonds are issued. encouraged to send in your application early.
Structure of the Offer What are the options available if you are a holder of
The Offer consists of: Maturing Bonds
If you are a holder of Maturing Bonds and are resident in
• General Offer, open to institutional investors and
New Zealand you have the option to:
members of the public resident in New Zealand; and
• elect to instruct WHS to apply some or all of the
• Exchange Offer, open to holders of Maturing Bonds
redemption proceeds from your Maturing Bonds to
resident in New Zealand.
subscribe for the Bonds under the Exchange Offer and
have the remaining (if any) redemption proceeds from
Who may apply under the General Offer your Maturing Bonds paid to you on 15 June 2015; or
All of the Bonds in the General Offer may be reserved
• take no action (in which case the redemption proceeds
for subscription by clients of the Joint Lead Managers,
from all of your Maturing Bonds will be paid to you on
institutional investors, Primary Market Participants and
15 June 2015).
other parties invited to participate in the Bookbuild
(Firm Allocations). The aggregate number of Bonds so WHS will pay to you the final scheduled interest payment
reserved will be determined by the Joint Lead Managers, on each Maturing Bond on the due date of 15 June 2015,
in consultation with WHS, on or before the Opening Date. whether or not you participate in the Exchange Offer.
The Joint Lead Managers, in consultation with WHS, will also If you elect to instruct WHS to apply some, but not all, of
determine the aggregate number of Bonds not reserved the redemption proceeds to subscribe for Bonds, WHS will
for Firm Allocations and which are therefore available for pay you the balance of the redemption proceeds on the
a public pool, if any, on or before the Opening Date. due date of 15 June 2015.
If you wish to invest in the Bonds you should contact your You will not need to make a physical payment to subscribe
usual authorised financial adviser or other Primary Market for Bonds under the Exchange Offer. The Issue Price for
Participant on how to participate in the General Offer each Bond issued to you under the Exchange Offer will be
because there is no certainty that there will be a public pool satisfied by you agreeing for WHS to apply the relevant
for the Bonds. You can find a Primary Market Participant redemption proceeds from your Maturing Bonds to the
by visiting www.nzx.com/investing/find_a_participant. subscription for Bonds on a one-for-one basis.
If you apply for Bonds under the Exchange Offer you will
Who may participate in the Exchange Offer not be able to sell or to otherwise transfer the Maturing
The Exchange Offer is open to members of the public Bonds which you have elected to exchange under the
resident in New Zealand who hold Maturing Bonds on Exchange Offer.
the date they apply under the Exchange Offer. Holders In addition, you may also participate in the General Offer
of Maturing Bonds will not be able to sell or otherwise by contacting your usual authorised financial adviser,
transfer their Maturing Bonds once they submit a including if you wish to apply for Bonds in excess of the
completed Exchange Offer Application Form. number you can receive under the Exchange Offer.
PG 6TERMS
3 OF THE
OFFER
Issuer The Warehouse Group Limited. Interest Semi-annually in arrears on 15 June and
Payment Dates 15 December in each year
Description of Unsecured, unsubordinated, (or if that day is not a Business Day,
Bonds fixed rate bonds. the next Business Day) up to
and including the Maturity Date,
Term 5 years.
commencing 15 December 2015.
Maturity Date 15 June 2020.
Early bird You will receive interest calculated on
Offer amount Up to $100 million, comprising: interest a daily basis at the Interest Rate on
application money paid in respect of
• up to $75 million from the
accepted applications from the date
General Offer; and
that application money is received into
• up to $25 million from the the bank account for the Offer to
Exchange Offer, (but excluding) the Issue Date.
with the ability to accept Early bird interest will be paid (less
oversubscriptions across the two Offers any withholding tax required to be
at WHS’ discretion to bring the total deducted) to you within five Business
issue size up to $125 million. Days of the Issue Date.
Issue Price $1.00. Early Neither you nor WHS are able to
For Bonds issued under the Exchange redemption redeem your Bonds before the Maturity
Offer, the Issue Price will be satisfied Date, other than upon a Change of
by WHS applying the redemption Control of WHS.
proceeds of the Maturing Bonds in
payment of the Issue Price on a one- Change of In the event of a Change of Control:
for-one basis. See section 2 of this PDS Control a) WHS may elect to redeem all of the
(Key dates and Offer process). Bonds at the Principal Amount plus
the Change of Control Call Premium
Ranking of The Bonds will rank equally with WHS’ and any accrued but unpaid interest;
Bonds other unsecured and unsubordinated and
obligations. The Guarantee from
b) a Bondholder may elect to require
each of the Guarantors also ranks
the redemption of all the Bonds held
equally with all other unsecured
by the Bondholder at the Principal
and unsubordinated obligations of
Amount plus any accrued but unpaid
the Guarantors.
interest.
More information on the ranking of the
WHS also has the right to redeem all
Bonds can be found in section 6 of this
remaining Bonds at a price equal to
PDS (Key features of Bonds).
the Principal Amount plus any accrued
Guarantee The Bonds are guaranteed by all the but unpaid interest if less than 25% of
wholly owned Substantial Subsidiaries the Bonds remain outstanding after
of WHS (other than any Financial Bondholders have exercised their right
Services Entity), as well as the partially to redeem their Bonds following a
owned Torpedo7 Group and Waikato Change of Control. For the avoidance
Valley Chocolates Limited. of doubt, in that situation no Change of
Control Call Premium will be payable.
More information on the Guarantee
and Guarantors can be found in section
6 of this PDS (Key features of Bonds).
Interest Rate The Interest Rate applicable to the
Bonds will be set on 19 May 2015 by
WHS and the Joint Lead Managers
following completion of the Bookbuild.
table continues over...
PG 7TERMS
OF THE
OFFER
Change of The Change of Control Call Premium Quotation Application has been made to NZX
Control Call will vary according to the date that the for permission to quote the Bonds
Premium Bonds are redeemed by WHS and will on the NZX Debt Market and all the
apply in accordance with the following requirements of NZX relating thereto
schedule: that can be complied with on or before
Date Bonds called Premium the date of this PDS have been duly
complied with. However, the Bonds have
More than 3 years from the
not yet been approved for quotation and
Maturity Date $0.03
NZX accepts no responsibility for any
More than 2 but no more than statement in this PDS.
3 years from the Maturity Date $0.02
NZX is a licensed market operator,
More than 1 but no more than and the NZX Debt Market is a licensed
2 years from the Maturity Date $0.01 market, under the FMC Act.
No more than 1 year prior NZX Debt Market ticker code WHS020
to the Maturity Date $0.00 has been reserved for the Bonds.
The table below sets out how the Offer period See section 2 of this PDS (Key dates
Change of Control Premium would and Offer process).
apply (assuming a holding of 10,000
Bonds): How to apply See section 13 of this PDS (How to apply).
Amount Minimum $5,000 and multiples of $1,000
Date Bonds called Received application thereafter. This minimum application
Prior to (and including) amount amount applies to any application
15 June 2017 $10,300 under the Exchange Offer. However, if
From 16 June 2017 to (and a holder of Maturing Bonds applies to
including) 15 June 2018 $10,200 exchange all of their Maturing Bonds,
the $1,000 multiple will not apply.
From 16 June 2018 to (and
including) 15 June 2019 $10,100 Scaling WHS may scale applications at its
After 15 June 2019 $10,000 discretion, but will not scale any
For example, if the Bonds were to be application to below $5,000 (unless
called on 30 September 2017, a holder to $0). WHS may consider how early
of 10,000 Bonds would receive $10,200 applications are received, among other
from WHS, being the Principal Amount factors, when determining any scaling
of $10,000 plus the applicable Change in the Exchange Offer.
of Control Call Premium of $200, plus No fees or You are not required to pay brokerage
any accrued but unpaid interest. charges or any other fees or charges to WHS
Restrictions See section 6 of this PDS (Key features relating to the Bonds.
on WHS of Bonds). Refunds General Offer: If WHS does not accept
Events of All amounts owing on the Bonds may your application or accepts your
Default become payable by WHS if an Event of application in part, all or the relevant
Default occurs which is continuing. balance of your application moneys
received from you in the case of the
The Events of Default are set out in General Offer will be paid to you as
clause 12.1 of the Trust Deed (a copy soon as practicable and, in any event,
of which is contained on the Disclose within five Business Days after such
register) and are summarised in section refusal or acceptance in part.
6 of this PDS (Key features of Bonds).
No interest will be paid on refunds.
Exchange Offer: If WHS does not
accept your application or accepts your
application in part under the Exchange
Offer, all or the relevant balance of
the redemption proceeds from your
Maturing Bonds will be paid to you on
15 June 2015 in accordance with the
conditions of the Maturing Bonds.
PG 8TERMS
OF THE
OFFER
Trust Deed and Guarantee
Transfer WHS may decline to accept or register
restrictions a transfer of the Bonds if the transfer The terms and conditions of the Bonds are set out in the
would result in the transferor or the Trust Deed. Bondholders are bound by, and are deemed to
transferee holding or continuing to have notice of, the Trust Deed.
hold Bonds with a Principal Amount of The Guarantors have also entered into a deed of guarantee
less than $5,000 (if not zero) or if the and indemnity in favour of the Supervisor.
transfer is not in multiples of $1,000. If you require further information in relation to any terms
and conditions of the Trust Deed or Guarantee you may
Selling This PDS only constitutes an offer of
obtain a copy of the Trust Deed or Guarantee from the
restrictions Bonds in New Zealand. No action has
Disclose register at www.business.govt.nz/companies/
been taken by WHS which would permit a
disclose.
public offering of Bonds or possession or
distribution of any offering material in any
jurisdiction where action for that purpose Comparable pricing
is required (other than New Zealand). To assist you to assess the risk premium of the Bonds,
Bonds may not be offered or sold except you can refer to www.nzx.com/markets/NZDX/bonds.
in compliance with all applicable laws This website allows you to compare the yield of the
and regulations in any jurisdiction in financial products listed on the NZX Debt Market.
which they are offered, sold or delivered. When comparing the yield of two debt securities it is
No offering document in respect of any important to consider all relevant factors (including the
Bonds may be published, delivered, or credit rating (if any), maturity and the other terms of
distributed in or from any country or the relevant debt securities).
jurisdiction except under circumstances
which will result in compliance with all
applicable laws and regulations.
No reliance This PDS does not constitute a
recommendation by the Supervisor, the
Arranger, any Joint Lead Manager or the
Organising Participant or any of their
respective directors, officers, employees,
agents or advisers to subscribe for, or
purchase, any Bonds.
The Supervisor, the Arranger, the Joint
Lead Managers and the Organising
Participant and their respective directors,
officers, employees, agents or advisers to
the extent allowable by law:
• do not accept any responsibility or
liability whatsoever for any loss arising
from this PDS or the Disclose register
or their contents or otherwise arising in
connection with either the General Offer
or the Exchange Offer; and
• have not independently verified the
information contained in this PDS or
the Disclose register and make no
representation or warranty, express
or implied, and do not accept any
responsibility or liability for, the origin,
validity, accuracy or completeness of, or
any errors or omissions in, any information,
statement or opinion contained in this
PDS or the Disclose register.
You must make your own independent
investigation and assessment of the
financial condition and affairs of WHS
before deciding whether or not to apply
for Bonds.
PG 9WHS GROUP
4 AND WHAT
IT DOES
WHS Group was founded over 30 years ago by Sir Stephen The retail industry
Tindall and has grown to become an iconic Kiwi brand. WHS Group is the largest retail group operating in
WHS Group operates 249 retail stores, four main New Zealand. It operates in the New Zealand non-food
distribution centres as well as 12 online stores across New retail market, which according to Statistics NZ, is estimated
Zealand, and employs over 12,000 people. WHS is listed to be worth around $20 billion per year. WHS Group’s share
on the NZX Main Board under the ticker WHS with a of this market is approximately 13%. WHS Group has a wide
market capitalisation of nearly $1 billion as at 1 May 2015. range of competitors across its retail divisions, reflecting
WHS Group’s operating structure is outlined in the the breadth of its offering. Some of its main competitors,
diagram right. The Warehouse is the most significant by retail division, are illustrated in the table below. Each
Subsidiary of WHS Group, with Warehouse Stationery division also competes with global online retailers.
and Noel Leeming also considered significant members WHS Financial Services Group operates in the consumer
of WHS Group. All the significant subsidiaries are finance industry. Its competitors include banks, as well as
incorporated in New Zealand and are all key to generating finance companies such as Fisher & Paykel Finance (which
income for the Group. offers the Farmers Finance Card and Q Card) and GE Money.
The Warehouse • Discount department stores such as Farmers and Kmart
• Large format DIY retailers such as Bunnings Warehouse and Mitre 10
• Numerous specialist retailers such as Briscoes, No.1 Shoe Warehouse, Super Cheap
Auto, Hallensteins and Glassons
Warehouse Stationery • Discount department stores such as Kmart
• Business-to-Business retailers such as Office Max, Staples and Office Products Depot
• Numerous specialist retailers such as Whitcoulls, Paperplus, Smiggle and general
consumer electronics retailers
Noel Leeming • Discount department stores such as Farmers
• Numerous specialist retailers such as Dick Smith, JB Hi-Fi, Harvey Norman and
Smiths City
Torpedo7 • Numerous specialist retailers such as Kathmandu, Macpac, Rebel Sport, Hunting and
Fishing, Bivouac, Bike Barn and Avanti Plus
WHS Group strategy or on-the-go (via The Warehouse Mobile Shopping App)
WHS Group’s vision is to ‘build a 100 year company and have the ability to pick up in-store (click and collect)
that delivers long term sustainable profit growth and or have delivery to their home. As digital technology is
helps Aotearoa New Zealand to flourish’. Currently transforming the retail landscape, WHS Group sees its
The Warehouse is the main contributor to the Group digital strategy as being key to remaining competitive
accounting for over 75% of WHS Group’s operating profit. and maintaining its position in the market. WHS Group’s
One of WHS Group’s strategic priorities is to grow its websites are collectively already the most visited retail
‘non Red’ profit (i.e. excluding The Warehouse) to be as websites in New Zealand each month, according to
large as ‘Red’ profit. WHS Group seeks to achieve this by Nielsen, and in December 2014 had more than 1.3 million
establishing a more diversified sales and earnings profile unique visitors. WHS Group will continue to grow this
with acquisitions such as Noel Leeming and the Torpedo7 area of its operations and evolve its capabilities to match
Group, and the growth of existing retail brands such as customer expectations.
Warehouse Stationery. To this extent, over the past three WHS Group is now entering a period of consolidation, with
years WHS Group has reshaped itself into a trading group no major acquisitions planned and a focus on delivering
offering a wide range of products and services through on the potential of its recent acquisitions and driving
four distinct retail divisions (The Warehouse, Warehouse profit growth. One of its priorities is to identify and
Stationery, Noel Leeming Group and Torpedo7 Group), realise cost benefits from its scale and sharing of services
each with its own brand positioning, strengths and across the retail divisions. It is also looking to maximise
competencies, and has recently established a financial the cross-brand trading opportunities and build on core
services division. competencies of the Group, including its understanding
All of the Group’s businesses are fully ‘multichannel of the New Zealand customer, market and channels and
enabled’ (meaning they have more than one sales channel) its strong team of people. WHS Group is also focused
with both physical stores and an online presence as part of on sourcing better products at better prices, including
its goal to be the leading multichannel and digital retailer developing key strategic supplier relationships and using
in New Zealand. For example, The Warehouse customers its sourcing expertise and logistics capabilities to support
have the ability to shop the whole range in-store, on-line more sales at higher margins.
PG 10WHS Group divisional overview
GUARANTORS*
GROUP
SOURCING
SUPPORT
The Warehouse Warehouse Noel Leeming Torpedo7.com TV Brands Diners Club
Multi-channel store Stationery Lifestyle Appliances R&R Sport Insight Traders Marble
Red Alert Multi-channel store Open Learning 1-day SchoolTex
Baby.co.nz Tech Solutions Number One Fitness Bargain Sourcing
PET.co.nz Maclean Shotgun Third Party Sourcing
Noel Leeming SRO & HK Sourcing
Commercial
Big Bucket Deals
NL Clearance Centre
CES
NL Multi-channel
store
* Each of WHS’ wholly owned Substantial Subsidiaries (other than any Financial Services Entity), as well as the partially owned Torpedo7 Group and Waikato
Valley Chocolates Limited are Guarantors of the Bonds. A Subsidiary is a Substantial Subsidiary if either the Subsidiary’s EBIT exceeds 1% of the EBIT of
WHS Retail Group or the Subsidiary’s Total Tangible Assets exceeds 1% of the Total Tangible Assets of WHS Retail Group.
The Warehouse Segmental contribution to FY14 Segmental contribution to FY14
Warehouse Stationery Group revenue1 Group adjusted EBITDA
Noel Leeming Group
Torpedo7 Group $m 1,665.2 $m 114.4
WHS Financial Services Group
Other
1 WHS Financial Services Group reflects the
5 month trading period from the acquisition
of Diners Club (NZ) Limited in March 2014 to
620.5
the end of FY14. Other includes the Group’s
property operations, corporate function and
Waikato Valley Chocolates Limited which
supplies product to The Warehouse and 250.6 17.9 15.6
eliminations of inter-segmental revenue.
107.7
Adjusted EBITDA is described in section 4.5 2.1 0.7
2.4
7 of this PDS (WHS Group’s Financial
information). -1.2
PG 11WHS GROUP
AND WHAT
IT DOES
The Warehouse people’s lives and higher demand for personalisation and
The Warehouse is WHS Group’s core ‘Red Sheds’ more targeted communication. Going forward, Warehouse
business. One of New Zealand’s most iconic retailers, The Stationery’s focus is on continuing to deliver on the
Warehouse offers a wide array of general merchandise strategy of being a seamless multichannel retailer, building
and apparel at affordable and cut-rate prices. The on its strengths, ensuring the position in the market place
Warehouse operates 92 stores nationwide and is well and becoming more productive and efficient to deliver
recognised as being New Zealand’s ‘House of Bargains sales and profit growth.
and Home of Essentials’.
Noel Leeming Group
The Red Sheds sell a range of house brands and more
recently have introduced reputable global brands such as The Noel Leeming Group was acquired by WHS Group in
Sony, Samsung, Hewlett Packard and Kambrook, providing December 2012 to support its transformation into New
consumers with a suite of ‘better’ and ‘best’ products. Zealand’s leading non-food retail business. Noel Leeming
Ensuring quality of product is fundamental to the ongoing is a leading New Zealand technology and appliance
success of The Warehouse and to that extent, there is a retailer, offering a comprehensive range of branded
dedicated team of quality technicians based in Auckland consumer electronics, home appliance and entertainment
and Shanghai that work closely with buyers and suppliers products. With longstanding relationships with the world’s
to ensure the quality is right the first time. The Warehouse top consumer electronics brands like Samsung, Panasonic,
also has a sourcing division within the Red Sheds which Hewlett Packard, LG and Fisher & Paykel, Noel Leeming
provides sourcing support for the wider Group. focuses on first to market opportunities to validate this
leading position. The Noel Leeming Group has 79 stores
Over the last four years The Warehouse has been revitalising
throughout New Zealand and an online store.
and refreshing stores through its modernisation and refit
programme. Including its new and refurbished stores, it has Noel Leeming’s continued success is based on five core
66 Red Sheds nationwide which are now fit for purpose and pillars that support the brand positioning: Providing
in line with the brand. The remaining refits, as required, are customers with the Right Product, at the Right Price,
expected to be completed by July 2016. delivered by Passionate People with Expert Service and
through Leading Services such as Tech Solutions (mobile
Key focuses of the Red Sheds going forward are operating
technicians that provide a range of services for computers
more effectively (including by sourcing product more
and home entertainment) and Open Learning Centres
efficiently, by strengthening supplier relationships and
(to assist customers in understanding and using new
achieving synergies from other areas of the Group),
technology). These services differentiate Noel Leeming
improving the customer experience (putting the customer
from its competitors and will continue to be a focus of Noel
first and providing great products at great prices in a
Leeming going forward. Following the rebrand of Noel
contemporary retail environment) and being at the forefront
Leeming in 1H15, Noel Leeming’s strategy is to deliver on
of multichannel delivery, to deliver a seamless customer
this positioning to maintain a leading market position and
offering and cement The Warehouse as New Zealand’s
drive sales and margin growth.
leading retailer where the desirable is affordable.
Supplier relationships are critical to how Noel Leeming
Warehouse Stationery does business as it continues to manage a balanced mix of
supplier brands in each category whilst at the same time
Warehouse Stationery is WHS Group’s ‘Blue Sheds’
identifying new and subcategories to stimulate and deliver
business which operates in the stationery retail market.
optimum margin growth.
Since its inception, Warehouse Stationery has experienced
significant growth and revolutionised the stationery retail
Torpedo7 Group
business. Warehouse Stationery has grown from eight
stores in 1995 to 65 stores and a fully transactional website Torpedo7 is a leading outdoor adventure sports
in 2015. multichannel retailer, operating both online through a
variety of websites in New Zealand and Australia and
Warehouse Stationery is focused on providing its
through 13 stores across New Zealand. WHS Group first
customers with ‘Everything you need to Work, Study,
acquired 51% of the online retailer Torpedo7 in April 2013
Create, Connect’. It sells a diverse range of over 8,500
to provide another platform to increase WHS Group’s
products at everyday value prices, including an
online retail presence. Consistent with WHS Group’s
excellent selection of well-known brands such as Hewlett
multichannel strategy, it has evolved into a full outdoor
Packard, Apple, Canon, Brother and Samsung. This has
adventure and sport offering with further acquisitions
been supported by the introduction of new innovative
throughout FY14, including the R&R Sport retail chain which
products such as ‘fashionery’ (fashion stationery),
provided a physical chain of retail stores, and a further 29%
additional technology brands and ranges. It also offers a
of Torpedo7.
comprehensive range of print and copy services through 65
dedicated Print & Copy centres around the country.
The stationery market is ever changing, with some
declining trends in traditional stationery categories,
balanced by increased penetration of technology in
PG 12WHS GROUP
AND WHAT
IT DOES
Torpedo7 is now a group of companies under the Property
Torpedo7 Group banner, with three clear vertical offerings: WHS Group leases approximately 96% of the store
• Torpedo7, a leading outdoor and adventure sport properties it operates in New Zealand. Where property is
multichannel retailer in New Zealand; considered strategic, WHS Group will either retain or seek
to secure ownership. Six store properties are currently
• 1 Day, a leading daily deal site in New Zealand; and owned outright. WHS Group uses its scale to drive
efficiencies in its locations and properties across all its
• No1 Fitness, a fitness equipment and multichannel
retail brands, for example, by co-locating several brands
retailer and Shotgun Supplements an online
alongside each other under one lease, or moving brands
supplements store.
into available excess capacity.
The Torpedo7 Group continues to develop its offering
WHS Group has developed new stores in the past and
to customers, with both new products and new stores.
will continue to take a long-term view by acquiring and
It is focused on driving higher sales, improving margins
holding land suitable for retail development if and when
(through product mix, better sourcing and reducing
appropriate opportunities arise. It currently holds land
inefficiencies across the Torpedo7 Group) and continuing
for possible future development in Auckland, Kaitaia,
to grow awareness of the brand following the rebrand of
Rangiora and Rolleston.
its physical store network to Torpedo7 in 1H15.
WHS Group sold a store and leased it back in Whangarei
WHS Financial Services Group in the first half of FY15, and in FY14, sold a store in
Christchurch and two smaller properties. In FY13 the
WHS Financial Services Group is a separate group of
Group sold a number of properties on sale and lease back
companies which does not guarantee the Bonds. Through
terms including three stores (located in Queenstown,
Diners Club (NZ) Limited, which was acquired by WHS
Snells Beach and Palmerston North), the Group’s
Group in March 2014 as part of the strategy for retail
distribution centre located in Wiri (Auckland) and a Retail
financial services, it offers a variety of consumer and
Centre in Silverdale.
corporate credit and charge card solutions under the
Diners Club brand. It also offers in-store consumer finance
People
products in The Warehouse under the Marble brand.
WHS Group recognises that its people and culture are one
WHS has a five year strategy to become a leading New
of its core competencies. It believes that by empowering
Zealand retail financial services company with a finance
team members to be the best they can be, this positively
business that is large enough to support its core retail
impacts the shopping experience for customers. It
businesses. It will take several years to develop the range
has significantly invested in its people in recent years,
of products to meet the needs of all businesses in the
including developing ‘working smarter’ initiatives,
Group, which will include a scheme card, a premium
introducing a Career Retailer Wage and partnering with
credit card, instalment products, insurance and extended
Massey University to launch a Bachelor in Retail and
warranties. Results will depend on the speed that new
Business Management degree. It continues to develop
products can be introduced, but within five years WHS
management and leadership teams with programmes such
expects financial services to form a material part of WHS
as the ‘Store Management Development Programme’ and
Group’s earnings.
‘Retail Leadership Programme’. All of these initiatives are
Financial services has a team of over 80 experienced designed to increase the attractiveness of retail as a career
people, with practiced consumer finance executives path.
recruited to lead and develop the business. There is
also a separate board in place which includes two
Breach of covenants
independent directors (one of whom serves as the Chair)
with significant experience in financial services and other During the financial year ended 30 July 2006, WHS Group
relevant specialist skills. It is intended that a distinct debt sought and was given a waiver from compliance with the
funding strategy will be developed for WHS Financial Negative Pledge covenants of its bank facilities for the
Services Group that will be kept entirely separate from second and third quarters of the 2006 financial year. The
WHS Group’s existing debt funding arrangements, loss incurred on the disposal of the business assets of
including the Bonds. WHS Group’s Australian business caused the Group to be
unable to meet the Negative Pledge covenants during this
period. WHS Group was in compliance with the Negative
Westpac Joint Venture
Pledge covenants of its bank facilities for the first and
WHS Group also holds a 49% interest in The Warehouse fourth quarters of the 2006 financial year.
Financial Services Limited, a joint venture with Westpac
bank and this investment currently forms part of WHS
Retail Group. The company provides a range of financial
products via WHS Group’s store network, the company’s
online channel and its call centre.
PG 13WHS GROUP
AND WHAT
IT DOES
Senior management of the Year. In August 2009 he was bestowed the accolade of a
MARK POWELL (Masters of Logistics, MBA) knighthood in recognition of his work with New Zealand businesses
– WHS Group Chief Executive Officer and the community. He has helped ordinary Kiwis reach their
potential and is a true leader across the spheres of business,
Mark has been CEO of WHS Group since 2011, and has been
community and the environment. Through his investment business
involved with WHS Group since 2002 in various full-time, part-
K1W1, Sir Stephen has invested in over 100 New Zealand export-
time and advisory capacities, including as Interim CEO of the
oriented technology companies, with a goal to help New Zealand
Australian operations, Group General Manager Supply Chain and
businesses thrive on the world stage.
Merchandise Planning, and most recently CEO of Warehouse
Stationery. Mark’s original training and management experience ANTONY (TONY) BALFOUR (BCom)
was in the underground coal mining industry. He changed – Independent Non-Executive Director
direction in 1986, joining Iceland plc, a UK food retailer with more Tony has extensive global retail and e-commerce experience with
than 600 stores. He has since held a number of management roles a strong track record in a diverse range of industries. Most recently
in the UK, Canada and Spain, including responsibility for Wal-Mart he was General Manager (Markets) for Icebreaker Clothing with
Canada’s logistics operations, supply chain and home shopping responsibility for the company’s global business units in New
management for Iceland plc and the logistics operations of Tesco. Zealand, Australia, USA, Canada, Europe and Asia as well as the
As part of WHS Group’s annual succession planning cycle in development of the company’s rapidly growing e-commerce
2014, Mark indicated to the Board that he did not foresee himself and retail business units. Prior experience includes senior roles in
continuing in the CEO role beyond February 2016. As a result of Monster.com and Seek.com, both successful online recruitment
subsequent discussions, WHS Group announced on 30 March 2015 sites. Tony also spent nine years at Nike in senior general
that a formal process has been initiated to recruit a new Group management roles in the USA, Australia and Asia Pacific regions.
CEO. This will allow up to ten months to ensure a planned and Since 2009 he has been a director of Silver Fern Farms Limited,
orderly succession process. New Zealand’s largest meat company. Tony also joined Les
Mills International (the world’s leading provider of group fitness
MARK YEOMAN (BCA, CA) – WHS Group Chief Financial Officer
programming) in November 2013 as an independent director.
Mark was appointed CFO of WHS Group effective December 2014.
Prior to his role at WHS, Mark held several executive positions, most JAMES OGDEN (BCA (Hons), FCA, CFinstD)
recently as CFO for the New Zealand Post Group Limited and before – Independent Non-Executive Director
that, CFO at Airways and CEO at Samoa’s telecom and postal company. James brings strong financial expertise to the Board and director
He has also held senior roles in a wide-range of technology based experience across a broad range of industries. He has had a
businesses in Australia and New Zealand including Telecom, Solution6 distinguished career as an investment banker for eleven years, six
and his own start up technology company. Mark has a diverse finance, years as Country Manager for Macquarie Bank and five years as
commercial, technology, financial services and leadership background, a director of Credit Suisse First Boston. James has also worked
covering start-ups through to large organisations. in the New Zealand dairy industry in chief executive and finance
roles for eight years. In addition to his role as a director of WHS, he
Board of Directors is a director of Summerset Group Holdings Limited, Vista Group
EDUARD (TED) VAN ARKEL (FNZIM) International Limited and Alliance Group Limited and is a member of
– Chairman and Independent Non-Executive Director the New Zealand Markets Disciplinary Tribunal. Former directorships
Ted possesses a strong retail background and director experience include New Zealand Post Limited, Kiwibank Limited, NZX-listed
across a broad range of industries. He is a professional director who Powerco Limited and Capital Properties New Zealand Limited.
has more than 40 years’ experience in the retail and wholesale sectors VANESSA STODDART (BCom/LLB (Hons), PGDip in Professional
and has been Chairman or a director of a large number of public and Ethics) – Independent Non-Executive Director
private companies. Currently he is Chairman of Restaurant Brands Vanessa was a lawyer by profession. She was previously Group
(NZ) Limited and Health Benefits Limited. Ted is also a director of General Manager of Technical Operations and People at Air New
Abano Healthcare Group Limited, AWF Group Limited and several Zealand Limited for almost 10 years. Prior to this Vanessa held
other private companies. Prior to becoming a professional director he positions at Carter Holt Harvey Packaging Australia as Chief
was Managing Director of Progressive Enterprises Limited. Executive and General Manager Performance Improvement, as
KEITH SMITH (BCom, FCA) well as change management and legal positions. She is a member
– Deputy Chairman and Independent Non-Executive Director of both the Australian and New Zealand Institute of Directors, an
Keith has been involved with The Warehouse since Sir Stephen honorary fellow of HRINZ and a Companion of IPENZ. Vanessa is
opened his first store in 1982, initially providing accounting, tax and an Independent Director for The New Zealand Refining Company
corporate advice, and was Chairman from 1995 to May 2011. He has Limited, Alliance Group Limited and Paymark Limited. She is also a
a long-standing record of leadership as a director and advisor to member of the Tertiary Education Commission, the Global Women
companies in a diverse range of industries, including the energy Board and King’s College Board, a member of MBIE’s Audit and Risk
sector, rural services, printing, media and exporting. He brings Committee, Business NZ’s representative to TFESC and currently
considerable experience and governance expertise to his role as chairs the Otago University Business School Advisory Board.
Deputy Chairman of the Board. He is Chairman of listed company JOHN JOURNEE (BCom) – Non-Executive Director
Goodman (NZ) Limited (the Manager of Goodman Property Trust)
John has had an extensive retail career which includes executive
and is a director of Mighty River Power Limited, Westland Dairy Co-
experience across sectors that span general merchandise, fashion
operative Limited and several other private companies. Keith is a past
apparel, FMCG, consumer electronics, telecommunications, and
President of The New Zealand Institute of Chartered Accountants.
electricity retailing and services. Over his 30-year career he has
SIR STEPHEN TINDALL (KNZM, Dip. Mgt, FNZIM, CFisntD, HonD, spent 15 years with WHS, starting as a joint-venture partner in 1990
DCom Honoris Causa) – Founder and Non-Executive Director and progressing through senior roles in operations, marketing,
Sir Stephen founded The Warehouse in 1982 and grew the merchandise, international sourcing and business development,
company into a billion dollar business before stepping down as before taking a role in the UK with a telecommunications company.
Managing Director in 2001. His vision for creating an organisation He rejoined in 2012 when WHS Group acquired Noel Leeming,
to provide support for worthwhile initiatives benefiting New where John was CEO. He is also Chairman of online electricity
Zealanders resulted in the establishment of The Tindall Foundation, retailer Powershop, fashion retailer Max Fashions and Southern
promoting a ‘hand up’ rather than a ‘hand out’ philosophy. Hospitality Limited. John has previously been a non-executive
Sir Stephen has seen many personal honours and awards come his director of multichannel retailer EziBuy.
way, most recently being named the 2015 Kiwibank New Zealander
PG 14PURPOSE
5 OF THE
OFFER
The proceeds of the Offer will be used to repay the services business). The use of the money raised under
Maturing Bonds and then for general corporate purposes the Offer will not change depending on the total amount
of the Guaranteeing Group (which excludes the financial that is raised. The Offer is not underwritten.
KEY
6 FEATURES
OF BONDS
General unsecured, unsubordinated obligations of WHS. Amounts
A number of the key features of the Bonds are described owing under the Guarantee constitute unsecured,
in section 3 of this PDS (Terms of the Offer). The other key unsubordinated obligations of each Guarantor and
features of the Bonds are described below. A copy of the on a liquidation of the Guarantor amounts owing to
Trust Deed and the Guarantee are included on the Disclose Bondholders under the Guarantee rank equally with
register at www.business.govt.nz/companies/disclose. all other unsecured, unsubordinated obligations of the
relevant Guarantor.
The information in this section is a summary of certain
terms of the Trust Deed and the Guarantee. Subject to the assumptions set out at Schedule 1 on the
Disclose register, the ranking of the Bonds based upon
a liquidation of WHS is summarised as follows in the
Ranking
diagram. However, you should know that the diagram
The Bonds constitute unsecured, unsubordinated is only a summary of indicative amounts and that in the
obligations of WHS. On a liquidation of WHS amounts event of a liquidation of WHS, the actual priority amounts
owing to Bondholders rank equally with all other may differ.
Diagram showing ranking of Bonds
Indicative amount of existing liabilities
Ranking on the and equity of WHS Group as at
liquidation 25 January 2015 (latest interim result)
of WHS Liabilities adjusted for expected issue proceeds1
HIGHER RANKING/ Liabilities that rank in Secured creditors and creditors $184m
EARLIER PRIORITY priority to the Bonds preferred by law (including employees
2
up to a cap of $20,340 each and IRD for
certain unpaid tax)
Liabilities that rank Unsubordinated obligations (being the $471m
equally with the Bonds bank debt) and all other unsecured
(including the Bonds) obligations (such as trade and general
creditors)
Liabilities that rank $0m
below the Bonds
LOWER RANKING/
LATER PRIORITY Equity $567m
1 Assuming $100 million of Bonds are issued under the Offer and after c. Customs and Duty payments of $3.9 million.
redemption on 15 June 2015 of all Maturing Bonds. This assumption has d. The Group pays most of its local creditors on a monthly payment cycle.
no effect on the number in the table above because the $100 million of The Group’s monthly payment cycle for January 2015 occurred the
Bonds issued replace the same amount of liabilities that rank equally with week following the 25 January 2015 balance date. Some trade creditors
the Bonds (namely the Maturing Bonds). retain a security interest in the products they have sold to the Group
2 Liabilities that rank in priority to the Bonds at 25 January 2015 include: until they have been paid. At 25 January 2015 the Group estimated the
a. Employee entitlements for unpaid salaries and wages, holiday pay and total value of creditors where a creditor retained a security interest was
bonuses and PAYE of $43.7 million. $98.5 million. More information about how this amount was calculated
is set out at Schedule 1 of the Disclose register.
b. Amounts owing to the IRD for unpaid Goods and Services Tax of
$28.7 million.
PG 15KEY
FEATURES
OF BONDS
After the Bonds have been issued, further liabilities Guarantees
that rank equally with, or in priority to, the Bonds on a The Bonds are guaranteed by the Guarantors under the
liquidation of WHS can arise. WHS’ ability to create any Guarantee.
such further liabilities is restricted by the contractual
Under the Guarantee, each Guarantor jointly and
provisions described below that WHS has entered into.
severally guarantees the payment of all amounts owed
Creation of further liabilities to Bondholders in respect of the Bonds and any amount
Under the Trust Deed, WHS has agreed that, unless the owed to the Supervisor (which would include the
Supervisor otherwise agrees, it will ensure that the ratio Supervisor’s fees and costs). There are no limits on the
of total debt of WHS Retail Group to total debt plus obligations of any Guarantor in respect of the amounts
shareholders’ funds of WHS Retail Group will not exceed owing under the Guarantee. The obligations of the
50% at any time during the financial year ending on or Guarantors under the Guarantee are unsecured.
about 31 July, other than during the quarter ending on Not all members of WHS Group are required to be
or about 31 October or the month ending on or about Guarantors. Each member of WHS Retail Group that is
30 November, when it shall not exceed 60%. both a wholly owned Subsidiary of WHS and is considered
The effect of this provision (sometimes referred to as a to be a ‘Substantial Subsidiary’ is required to be a
restriction on leverage or financial covenant) is to restrict Guarantor. A ‘Substantial Subsidiary’ is a subsidiary of
the amount of total debt that WHS Retail Group can incur WHS whose earnings (calculated before interest and tax)
at any particular time. are not less than 1% of earnings (calculated before interest
and tax) of WHS Retail Group or whose total assets are at
WHS has also agreed in the Trust Deed that, unless the
least 1% of Total Tangible Assets of WHS Retail Group. No
Supervisor agrees otherwise, when tested on an annual or
member of WHS Financial Services Group is required to
semi-annual basis, the earnings (calculated before interest
become a Guarantor.
and tax) of WHS Retail Group are at least 200% of the
net interest expense of WHS Retail Group. The effect of As at the date of this PDS, the Guarantors are The Warehouse
this provision (sometimes referred to as an interest cover Limited, The Warehouse Nominees Limited, The Warehouse
restriction) is to restrict the amount of interest and financing Card Limited, Boye Developments Limited, Warehouse
costs that WHS Retail Group can incur at any particular time. Stationery Limited, Eldamos Investments Limited, Eldamos
Nominees Limited, The Warehouse Management Trustee
Together, the restrictions on leverage and interest cover
Company Limited, The Warehouse Management Trustee
described above restrict contractually the amount of
Company No.2 Limited, The Warehouse Cellars Limited,
further liabilities WHS can create that rank equally with,
Waikato Valley Chocolates Limited, TWL Products Limited,
or in priority to, the Bonds on liquidation of WHS. For full
TWP No.2 Limited, TWP No.3 Limited, TWP No.4 Limited,
details of these provisions see clause 10.2 of the Trust
TWP No.5 Limited, Noel Leeming Group Limited, Torpedo7
Deed. WHS has agreed the same restrictions in relation to
Limited, 1-Day Limited, Torpedo7 Fitness Limited, R R S 2013
its bank debt under the Negative Pledge.
Limited, Torpedo7 Supplements Limited, TWGA Pty Limited
New security interests and TWL Australia Pty Limited.
Under the Trust Deed, WHS has agreed that WHS will not, Under the Trust Deed, WHS must ensure that the
unless the Supervisor agrees otherwise, create or permit to Guaranteeing Group meets the following coverage ratios:
exist a security interest over or affecting any of the assets • the Total Tangible Assets of the Guaranteeing Group at
of WHS or any Guarantor if: all times must not be less than 90% of the Total Tangible
Assets of WHS Retail Group; and
• total indebtedness of WHS Retail Group that is secured
exceeds 10% of Total Tangible Assets of WHS Retail • when tested on an annual or semi-annual basis,
Group; or the earnings (calculated before interest and tax) of
the members of the WHS Retail Group that are not
• total indebtedness of WHS Retail Group that is secured Guarantors must not exceed 10% of earnings (calculated
(after excluding certain indebtedness that is secured before interest and tax) of WHS Retail Group.
over the assets of a member of the Guaranteeing Group
The effect of these provisions is to ensure that there are
that becomes a Guarantor after the date of the Trust
no material differences between the Total Tangible Assets
Deed) exceeds 5% of Total Tangible Assets of WHS
and earnings (calculated before interest and tax) of the
Retail Group.
Guaranteeing Group and WHS Retail Group. For full details
The effect of this provision is to restrict WHS or any of these provisions see clause 10.2 of the Trust Deed. WHS
Guarantor from incurring any material liabilities that are has agreed the same provisions in relation to its bank debt
secured (and so would rank in priority to the Bonds). For under the Negative Pledge.
full details of this provision see clause 10.2 of the Trust
Deed. WHS has agreed the same restrictions in relation to
its bank debt under the Negative Pledge.
PG 16You can also read
