Archive | Property For Industry

Updated: PFI $100 million bond issue fully subscribed

Published 2 November 2017, updated 12 November 2017:
Property for Industry Ltd confirmed its $100 million 7-year bond issue on 2 November. On 10 November, the interest rate was set at 4.59%/year, reflecting a margin of 1.65%/year above the 7-year swap rate.

PFI offered $75 million of senior secured fixed rate bonds to institutional & New Zealand retail investors and $25 million in oversubscriptions, and it was fully subscribed. There was no public pool. The company will use the proceeds to repay existing bank debt.

PFI expects the offer to open next Monday, 13 November, and to close on Friday 24 November. The indicative margin range above the 7-year swap rate for the bonds was 1.65-1.8%/year, subject to a minimum interest rate of 4.55%/year. The margin & interest rate were set following a bookbuild process on Friday 10 November.

Link: PFI bond offer product disclosure statement, terms sheet & presentation

Earlier stories:
1 November 2017: PFI settles portfolio purchase
6 October 2017: PFI uses new credit facility & rights issue to buy low-site-coverage freight portfolio

Attribution: Company release.

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PFI gets 79% takeup for rights offer

NZX listed industrial property landlord Property for Industry Ltd said on Thursday 78.7% of the new shares available under its 1:10 pro rata renounceable rights offer were taken up.

The 35.7 million new shares represent gross proceeds of $54.9 million. The new shares not taken up under the rights offer will be allotted to the underwriter, Forsyth Barr Group Ltd.

New shares will be allotted & begin trading on Tuesday 7 November.

Earlier stories:
2 November 2017: PFI launches $100 million bond issue
1 November 2017: PFI settles portfolio purchase
6 October 2017: PFI uses new credit facility & rights issue to buy low-site-coverage freight portfolio

Attribution: Company release.

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PFI settles portfolio purchase

NZX-listed industrial property landlord Property For Industry Ltd (PFI) has settled its $69.5 million purchase of a portfolio of 8 industrial properties & one head office.

The portfolio comprises 7 properties leased to the Transport Investments Ltd group, one of New Zealand’s largest private domestic freight & logistics businesses, and 2l properties leased to NZ Post, Aviagen & Rockgas.

PFI has initially funded the acquisition via an extension of its banking facilities. It will repay those facilities with the proceeds of its $70 million 1:10 pro rata renounceable rights offer, which closes today.

Earlier story:
6 October 2017: PFI uses new credit facility & rights issue to buy low-site-coverage freight portfolio

Attribution: Company release.

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PFI considers $100 million bond issue

NZX-listed industrial property landlord Property for Industry Ltd said on Friday it was considering issuing up to $100 million of bonds to institutional & New Zealand retail investors.

The offer would be up to $75 million of senior secured fixed rate bonds, expected to have a term to maturity of 7 years, with the ability to accept up to $25 million in oversubscriptions. The company would use the proceeds to repay existing bank debt.

It expects to release full details this week.

Attribution: Company release.

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PFI uses new credit facility & rights issue to buy low-site-coverage freight portfolio

Property For Industry Ltd announced its acquisition of a 9-property Transport Investments Ltd portfolio on Wednesday for $69.5 million, matched by a rights issue to raise $70 million of new equity.

The portfolio comprises 8 industrial properties & one head office. 7 are leased to the Transport Investments Ltd Group, one of New Zealand’s largest private domestic freight & logistics businesses. The 2 additional properties are leased to NZ Post Ltd, Aviagen NZ Ltd & Rockgas Ltd.

Image above: The 2-year-old Transport Investments depot at Wiri.

PFI will initially fund the acquisition via an extension of its banking facilities, using the proceeds of the rights offer to repay debt & provide balance sheet capacity to fund further portfolio activity. To this end, it’s established a $70 million institutional credit facility with ANZ Bank NZ Ltd, ranking alongside PFI’s existing facilities & expiring on 31 January 2019.

The 1:10 pro rata renounceable rights offer has an exercise price of $1.54/new share and is fully underwritten by Forsyth Barr Group Ltd. The issue price represents a 7.1% discount to the theoretical ex-rights price of $1.658.

Rights trading will open next Wednesday, 11 October, and close on Thursday 26 October. Trading in the new shares will open on Tuesday 7 November.

PFI expects the acquisition & equity raising to reduce pro forma gearing from 34.2% to 32.3%. The company has maintained its guidance for distributable profit of between 7.7-7.9c/share & a cash dividend of 7.45c/share for the 2017 financial year.

The portfolio has a weighted average lease term of 13.9 years, 100% occupancy & a passing yield of 7.22%.

A key feature for PFI is that the portfolio has low overall site coverage, averaging 25% across the 9 sites, providing medium to long-term development potential.

PFI general manager Simon Woodhams said the portfolio would increase the company’s overall weighted average lease term from 4.8 years to 5.4 years: “The lease agreements with Transport Investments are on attractive terms, with initial 15-year terms & fixed rent reviews of 4.55% every 2 years.

Settlement of the acquisition is scheduled for 31 October.

The properties:

Wiri, 63 McLaughlins Rd: net lettable area 7123m², site area 23,976m², site coverage 29.7%, rent $1.15 million, tenant TIL Group
Napier, 39 Edmundson St: net lettable area 2449m², site area 12,140m², site coverage 20.2%, rent $220,000, tenant TIL Group
New Plymouth, 330 Devon St East: net lettable area 482m², site area 1051m², site coverage 45.9%, rent $112,000, tenant TIL Group
New Plymouth, 2 Smart Rd: net lettable area 2342m², site area 6121m², site coverage 38.3%, rent $275,000, tenant NZ Post, Rockgas
New Plymouth, 20 Constance St: net lettable area 1432m², site area 3312m², site coverage 43.2%, rent $387,000, tenant Aviagen
New Plymouth, 28 Paraite Rd: net lettable area 12,521m², site area 40,324m², site coverage 31.1%, rent $1.195 million, tenant TIL Group
Blenheim, 11 Sheffield St: net lettable area 4823m², site area 20,724m², site coverage 23.3%, rent $490,000, tenant TIL Group
Nelson, 15 Artillery Place: net lettable area 2907m², site area 22,343m², site coverage 13%, rent $540,000, tenant TIL Group
Christchurch, 41 & 55 Foremans Rd: net lettable area 4584m², site area 24,907m², site coverage 18.4%, rent $670,000, tenant TIL Group
Total: net lettable area 38,663m², site area 154,898m², site coverage 25.0%, rent $5.039 million.

Transport Investments activity

Transport Investments is the parent company for a number of transport & logistics businesses including Hooker Pacific, TNL, Roadstar, Pacific Fuel Haul Ltd and 2 acquired this year, NZL Group Ltd & Move Logistics Ltd.

In Auckland, Transport Investments moved in October 2015 from 2 facilities at Airport Oaks & Onehunga to its purpose-built Wiri facility on McLaughlins Rd, a 7.4km hop to Auckland Airport.

Transport Investments said in March it had been looking at some strategic areas to move into to strengthen its overall business and one was third-party logistics, where the logistics provider takes responsibility for management of particular supply chain requirements for the client: “This can include warehousing, order taking & filling, inventory management, labour supply, fleet management &other activities, as well as the physical distribution aspect.”

The immediate outcome was to buy Move Logistics Ltd, intending it to operate as an autonomous entity within the group, starting 31 May.

In July, Transport Investments said freight & logistics company NZL Group Ltd, which it acquired in June, would move its Mt Maunganui operations to a $20 million purpose-built facility at the Tauriko Business Estate, 10km from the port, between state highway 29 over the Kaimais to the Waikato and the highway 36 bypass to Rotorua.

The Mt Maunganui site’s owner, businessman & former MP Bob Clarkson, will develop the new Tauriko facility. NZL has signed a 15-year lease with rights of renewals.

Links:
PFI announcement & supporting documents
PFI presentation document

Earlier story:
9 July 2017: NZL to move Mt Maunganui operations to Tauriko

Attribution: PFI release & offer documents, Transport Investments website.

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Masfen says PFI internalisation hit for long-term good

Property for Industry Ltd lifted its after-tax result for the June half by 12.2%, but turned it into a loss with the $42 million internalisation vote (at a net after-tax cost to PFI of $30.3 million) right on balance date.

PFI chair Peter Masfen said on Wednesday the benefits of the internalisation would accrue in the years to follow: “One benefit is an enhanced level of distributable profit, enabling higher dividends, which we have confirmed in today’s announcement.”

Highlights:

  • Increased full-year dividend guidance – distributable profit (1) of between 7.7-7.9c/share, cash dividend of 7.45c/share
  • Transition of the Penrose portfolio – $13 million of shareholder value created equating to a property level internal rate of return of about 24%
  • Including the impact of the internalisation, PFI recorded a loss after tax of $5.6 million (1.25c/share and net tangible assets of 155.6c/share (160.7c/share at December)
  • Excluding the impact of the internalisation, PFI recorded profit after tax of $25.2 million (5.58c/share), up 12.2%, and net tangible assets of 162.5 cents/share (up 1.1% from December)
  • Distributable profit up 2.4% to 3.86c/share
  • Strong balance sheet – $40 million short-term facility obtained to complete the internalisation, gearing of 34.2%
  • $6 million uplift from independent revaluation of 7 properties, independent desktop review of rest of the portfolio
  • 29% of contract rent varied, leased or reviewed
  • Portfolio occupancy at 99.5%, with 5.5% of contract rent due to expire in the second half of the year
  • $14.2 million acquisition & $14.3 million divestment.

Link: More details

Earlier stories:
5 July 2017: PFI settles internalisation
23 June 2017: PFI vote strongly in favour of internalisation, and building sale settles

Attribution: Company release.

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PFI settles internalisation

NZX-listed Property for Industry Ltd said on Friday it had settled the internalisation of the company’s management, which shareholders overwhelmingly approved at the annual meeting on 22 June.

Shareholders agreed at the annual meeting to pay the existing external management team $42 million (at a net after-tax cost to PFI of $30.3 million) for the contract. The company will employ the same team to run the business on internal contracts.

The company will release its interim results on Wednesday 9 August and said it would give more details about the changed management structure then.

Earlier story:
23 June 2017: PFI vote strongly in favour of internalisation, and building sale settles

Attribution: Company release.

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PFI vote strongly in favour of internalisation, and building sale settles

Property for Industry Ltd shareholders voted 94.4% in favour yesterday of paying $42 million to internalise the NZX-listed company’s management.

The same management team will stay in place, making some wonder why the transaction was needed at all.

But deputy chair Anthony Beverley said benefits included the control on expenses, dealing with conflicts and strategic benefits. He said the return to shareholders would from the investment would flow through reduced expenses and higher profits.

NZ Shareholders Association chair John Hawkins told the PFI meeting the association had seen lower numbers than the 6.5% accretion to shareholders that the independent report by Northington Partners ascribed to the internalisation, but all the other predictions were still accretive.

And then he added: “I am confident that if shareholders reject this deal the management contract will be sold to a third party – that’s from some of the parties we have spoken to.”

And that’s the crux of the internalisation. PFI had an opportunity to control the future of its management, whereas sale of the management contract to a third party could have led to a far different future.

There were some quibbles that owners of the present manager, PFIM Ltd, would switch to internal contracts yet would still be allowed to conduct other business from the company office, but Mr Beverley said the external contract allowed that and the new contract would require them to give PFI priority.

The vote was held at PFI’s annual meeting, where the operational highlight was a presentation by general manager Simon Woodhams on the returns the company had achieved from its $28.5 million acquisition of the Sistema Plastics Ltd portfolio of 5 Penrose properties in 2015.

Sistema moved last year to new premises at Ihumatao, near Auckland Airport, after a period leasing back its Penrose premises. PFI has signed long-term leases on 3 of the Penrose buildings, sold one and has the fifth building still vacant.

The sale of 65 Hugo Johnston Drive to Crown Equipment Ltd for $14.25 million, up from PFI’s August 2015 acquisition price of $11.01 million, settled on Monday.

Earlier stories:
29 May 2017: Northington sees big gain for PFI from internalisation
24 May 2017: IRD makes tax ruling relating to PFI internalisation
1 May 2017: PFI sells one & leases 3 of 5-property Penrose portfolio
3 April 2017: PFI proposes internal management after 6 years of external

Attribution: Annual meeting, company releases.

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Northington sees big gain for PFI from internalisation

Northington Partners Ltd has given the thumbs up to the proposed internalisation of Property For Industry Ltd’s management in an independent assessment out today.

The proposal will go to the vote at PFI’s annual meeting, to be held at Eden Park on Thursday 22 June.

Under the proposal, PFI will pay the management team’s company, PFIM Ltd, $42 million, equating to $30.3 million after tax.

Northington owner Greg Anderson & director Jonathan Burke assessed the market value of the management agreement at $48-56 million and estimated the valuation of the internalisation to PFI at $63-78 million: “As a result, the proposed internalisation is expected to add between $33-48 million of value to PFI on a post-tax net present value basis.”

Other key points in their summary:

  • The proposed internalisation is estimated to provide earnings accretion of about 6%/year on a pro forma basis, enhancing distributable profit for PFI, which allows for higher future dividends in line with PFI’s dividend policy
  • Post-transaction gearing remains at a reasonable level and generally in line with other listed property vehicles
  • The $42 million internalisation payment is 19% lower than Northington’s midpoint valuation
  • The $30 million after-tax value represents a 41% discount to Northington’s midpoint market valuation
  • The proposed internalisation would significantly reduce PFI’s overall management expenses. It’s likely to have the lowest management expense ratio (MER) in the listed property sector with a MER of about 0.4%, compared to the sector average at 0.8% (excluding potential performance fees paid by other externally managed entities)
  • Northington estimates that the proposed internalisation will result in increased distributable profits to PFI shareholders of between 5-6% (on a normalised 2016 financial year pro forma basis): “All else being equal, this increase in earnings should allow for increased dividends”
  • “While the proposed internalisation will modestly increase gearing by about 3% (to 34%), and reduce NTA by about 7c/share to $1.54 (2016 financial year pro forma), in our view these impacts are more than outweighed by the net present value benefit and earnings enhancements noted above”.

PFI’s independent chair, Peter Masfen, said: “The management by PFIM has been very positive for PFI and has contributed to the delivery of strong & stable returns for our shareholders. Pleasingly, internalisation would see this partnership continue, with the retention of the existing highly experienced management team & employees.

“Currently, the management agreement is for a perpetual term and PFI has very limited rights to terminate the agreement. PFI also has very limited control if a third party wished to negotiate to acquire the agreement from PFIM. Internalisation removes these concerns and provides PFI with complete control over the management of the company, and an ability to manage the company at a significantly lower cost.”

Under the proposal, managing director Greg Reidy, general manager Simon Woodhams & chief financial officer Craig Peirce will transfer to PFI under independent service contracts, while all other employees will transfer to direct PFI employment.

PFI will also grant the senior management team a licence to operate its other non-PFI business out of the Prince’s Wharf premises (for a fee of $100,000/year + gst), have access to PFI’s IT support systems and use PFI employees for that external business.

Links:
PFI annual meeting documents
Details, including Northington report

Attribution: Company release, annual meeting & Northington documents.

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IRD makes tax ruling relating to PFI internalisation

Inland Revenue has issued a binding ruling affecting Property for Industry Ltd’s plans to internalise management.

The independent directors of the NZX-listed company said yesterday the binding ruling confirmed that the proportion of the payment to present manager PFIM Ltd relating to the proposed termination of its management contract would be deductible for income tax purposes.

The internalisation agreement remains conditional on approval by PFI shareholders at the company’s annual meeting on Thursday 22 June.

The company expects to send shareholders the notice of meeting in early June, including Northington Partners’ independent appraisal report on the merits of the internalisation.

Earlier story:
3 April 2017: PFI proposes internal management after 6 years of external

Attribution: Company release.

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