NZ Retail Property Group Ltd owner Mark Gunton announced plans yesterday to backdoor-list the development company through NZX-listed shell Bethunes Investments Ltd.
Bethunes (previously the philatelic business Mowbray Collectables Ltd) said it had signed a non-binding conditional term sheet with NZRPG and its controlling shareholder, Westgate Power Centre Ltd.
NZRPG developed the original Westgate business centre at the top of the North-western Motorway and is developing the second, much larger stage beside the motorway extension, which includes warehousing & industrial uses as well as a new mall & business centre (pictured above).
Mr Gunton’s company also owns 2 North Shore malls where it’s adding residential capacity, at Milford & Birkenhead.
Bethunes summarised the listing transaction thus:
- Bethunes would transfer all its assets (except for $100,000 in a series of bonds and some cash) into a wholly owned subsidiary, BIL 2016 Ltd (New BIL)
- New BIL’s shares will then be distributed pro rata to all of Bethunes’ existing shareholders
- New BIL will assume the name Bethunes Investments Ltd
- The business of NZRPG will then be reverse-listed into the resulting shell of Bethunes through Bethunes issuing shares to Westgate in exchange for all of the shares in NZRPG
- Bethunes will then assume the name NZ Retail Property Group Ltd
- For Bethunes shareholders, the effect if the transaction is completed is that they will retain their current Bethunes shares, which become an interest in NZRPG, but will also, for no consideration, receive shares in New BIL, which will be an interest in the same assets & business plan that BIL presently has.
The initial indicative & non-binding estimates for the transaction are:
- The shares in NZRPG are estimated at about $400 million
- The shares in Bethunes (less the assets & receivable held in BIL 2016 Ltd) on a debt-free basis are valued at $1 million plus the NZX bond of $75,000 & $25,000 cash
- Based on these valuations, Westgate will hold about 99% of the share capital in Bethunes. These values are subject to final determination & agreement and may vary.
The transactions contemplated by the term sheet are conditional on:
- Bethunes conducting a due diligence investigation of NZRPG
- Westgate conducting a due diligence investigation of Bethunes
- Entry into legally binding transaction documents between Bethunes & Westgate
- Obtaining any necessary waivers from NZX required to proceed with the transaction
- Bethunes obtaining all shareholder approvals that may be required to undertake the transactions, including under the Companies Act, the Takeovers Code & the NZX listing rules.
Bethunes shareholders must approve deal. They’ll get an independent report and an appraisal report, and Bethunes intends to call a shareholder meeting by 30 June, with the intention of completing the transactions shortly after approvals are obtained.
Bethunes chair Chris Swasbrook said the Bethunes board was investigating either re-listing New BIL following the transactions or placing New BIL on an alternative share trading platform to retain some liquidity in New BIL. A decision on this will be made before shareholders are asked to vote on the NZRPG transaction.
NZRPG is a retail property developer, owner & manager. It has over 100,000m² of leasable space in its portfolio.
Its intention in listing is to grow its investment portfolio through the strategic development of existing retail centres into planned town environments, and the development of mixed use assets that derive the highest value/m².
The company said: “Historically income generated from property assets has, to a large part, been utilised to fund the ongoing development, planning & design processes necessary to ensure the long-term opportunity for these town centres. As a result, NZRPG is now uniquely positioned with a significant & long-term development pipeline, which will provide long-term income & value growth.
“NZRPG is seeking capital to realise these plans, and a reverse listing is intended to support securing new capital. NZRPG is presenting to investors the opportunity to take part in one of the most significant retail property development pipelines in New Zealand. The company is seeking capital to embark on the next phase of its pipeline, which includes one of New Zealand’s biggest mixed use property development opportunities – Westgate town centre.
“In addition to the ongoing completion of the 48.5ha Westgate town centre, both the Milford centre & Highbury centre are undergoing retail development with a residential overlay. The success of these developments is underpinned by the expansive urban town planning that is reshaping Auckland.
“These growth opportunities include the provision of residential overlays to all the town centre properties (Milford, Highbury & Westgate) which will both enhance the retail performance of the centres and allow for significant tranches of capital to be recycled into the core business. The Milford development plan is underway, with completion due in mid-2019.”
Swasbrook’s top table links
Bethunes chair Chris Swasbrook is managing director & founding shareholder of the manager of Elevation Capital Ltd. Precinct Properties NZ Ltd chair Craig Stobo chairs Elevation’s manager and is a shareholder, and corporate legal advisor Andrew Harmos is a non-executive director & shareholder.
Mr Swasbrook was previously a partner of Goldman Sachs JBWere Pty Ltd and co-head of institutional equities at Goldman Sachs JBWere (NZ) Ltd.
Mr Stobo has worked as a diplomat for the New Zealand & Australian governments, as an economist, investment banker and as chief executive & executive vice-president of BT Funds Management NZ Ltd.
Mr Harmos is a founding partner of specialist corporate legal advisory firm Harmos Horton Lusk Ltd, formed in 2002 after his 16 years as a partner of Russell McVeagh. He’s also a director of ASX-listed Scentre Group Ltd.
15 February 2017: Auditor-general argues for more Westgate deal disclosure but doesn’t see wrongdoing
25 May 2016: Milford shopping centre expansion approved
22 February 2013: Gunton gutted by Milford decision but will fight on
1 February 2010: Retail Property Group puts 48 units up for sale
18 November 2009: Opposition pushes Massey North start out 8 years from conception
19 December 2008: Expanded Westgate a new Newmarket?
Attribution: Company release.