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Asset Plus announces capital raising of $100 million

10 March 2020

Asset Plus announces capital raising of $100 million

Asset Plus Limited (NZX: APL) has today announced a capital raising of approximately $100 million via an underwritten 1.235 for 1 pro-rata rights offer (the “Offer”). This follows the announcement on 20 December 2019 when Asset Plus entered into a conditional Agreement to Develop and Lease with Auckland Council to construct a 26,500m2 gross floor area and 15,100m2 net lettable area (“NLA”) office building with 212 carparks in Munroe Lane, Albany (�Munroe Lane Development�).

With the committed development plan for the Munroe Lane Development and the anticipated re-development of 35 Graham Street, Asset Plus today announces the Offer. The Offer will fund the Munroe Lane Development, whilst also providing some funding capacity to undertake the development of Asset Plus’ property at 35 Graham Street. Proceeds from the Offer will initially be used to repay existing bank debt, and Asset Plus expects to be in a net cash position following completion of the Offer. Proceeds will gradually be drawn down to fund the requirements of the Munroe Lane Development.

Asset Plus will hold a shareholder meeting to approve the Munroe Lane Development at 1.30pm on Tuesday, 31 March 2020 at Link Market Services Limited, Level 11 Deloitte Centre, 80 Queen Street, Auckland (the “Special Meeting”). The Offer also requires shareholder approval, which will be sought at the Special Meeting. The special resolutions to approve the Munroe Lane Development and the Offer are inter-conditional, meaning that neither the Munroe Lane Development nor the Offer will occur unless both resolutions become effective in accordance with their terms.

Asset Plus’ major shareholder, Augusta Capital Limited, continues to be supportive of Asset Plus’ strategy and has committed to subscribe for $5 million of new shares under the Offer, which represents approximately 26.5% of its Rights in the Offer. Augusta Capital will not participate in the shortfall bookbuild for the Offer. Augusta Capital has indicated that it intends to vote all shares held by it in favour of the resolutions.

Details for the Special Meeting can be found in the accompanying Notice of Meeting released on the NZX today.

The Munroe Lane Development

On 20 December 2019, Asset Plus announced the entry into a conditional Agreement to Develop and Lease with Auckland Council to construct a 26,500m2 gross floor area and 15,100m2 NLA office building with 212 carparks in Munroe Lane, Albany. Auckland Council will be the anchor tenant for the new office building, agreeing to lease nearly two thirds of the total office NLA on a 15-year lease from completion in December 2022.

Munroe Lane is in the heart of the Albany basin. It is located in close proximity to the Albany Lifestyle Centre and Westfield shopping mall and key transport links including the park-and-ride which is expected to see increased utilisation once the dedicated bus lane into Albany is completed. Leisure amenities including the North Harbour stadium, are also nearby.

The acquisition and development of Munroe Lane is the second landmark acquisition for Asset Plus following externalisation of management, adding to the acquisition of 35 Graham Street, which was approved by shareholders in June 2019.

Key details for the Munroe Lane Development include:
� The bare land at 6-8 Munroe Lane was acquired on the 2nd of December 2019 for $7.25 million.
� Costs for the Munroe Lane Development are currently estimated at $115 million.
� Construction is expected to commence in January 2021, with a targeted completion date of December 2022.
� The Manager, Augusta Funds Management Limited, and its specialist development team will oversee the development.
� Auckland Council have signed an initial 15-year lease, commencing on completion of the development, with two 6-year rights of renewal over 63% of the NLA.

Further details regarding the Munroe Lane Development can be found in the accompanying Investor Presentation released on the NZX today.

Offer

A rights offer of approximately $100 million will be made to shareholders in New Zealand and New Caledonia, and institutional shareholders in Australia, Hong Kong and Singapore. Under the Offer, all eligible shareholders are entitled (but not obliged) to subscribe for 1.235 new shares for every 1 existing share held on the record date, at a subscription price of $0.50 per new share. This represents a 6.7% discount to the theoretical ex-rights price of $0.536 based on the market close of $0.58 on 9 March 2020.

The Offer is fully underwritten (excluding the $5 million commitment from Augusta Capital) by Jarden.

The Rights will not be quoted on the NZX Main Board. Instead, any Rights not taken up, or attributable to ineligible shareholders, will be offered to investors through the Shortfall Bookbuild. In addition to institutional investors, retail shareholders who take up their Rights in full will have the opportunity to apply for additional new shares offered in the Shortfall Bookbuild.

Further details regarding the Offer can be found in the accompanying Offer Document and Investor Presentation released on the NZX today. Eligible shareholders should go to www.assetplusoffer.co.nz from 19 March to 5.00pm on 1 April 2020 if they wish to apply.

Key Dates
The key dates* for the Offer are:

Offer timetable
Record date for determining entitlements 5.00pm on 18 March 2020
Application Forms sent to Eligible Shareholders and Rights Offer opens 19 March 2020
Rights Offer closes 5.00pm on 1 April 2020
Shortfall Bookbuild 3 April 2020
Settlement and allotment of Offer shares 8 April 2020

Special Meeting of Shareholders timetable
Notice of Meeting released on the NZX 10 March 2020
Voting record date for Special Meeting of Shareholders 5.00pm on 27 March 2020
Special Meeting of Shareholders 1.30pm on 31 March 2020
Results from the Special Meeting of Shareholders 31 March 2020

*These dates are subject to change and are indicative only.

The terms of the Offer are summarised in the accompanying Investor Presentation and are disclosed in the Offer Document which will be provided to eligible shareholders.

Offer Annoucement

Notice of Special Meeting

Investor Presentation

Offer Document

Corporate Action Notice

– ENDS –

For more information contact:
Bruce Cotterill
Chairman, Asset Plus Limited
021 668 881

OVERVIEW https://assetplusnz.co.nz/

Asset Plus invests in real estate assets throughout New Zealand, with a focus on the attractive Auckland market, where the risk adjusted returns support the overall outperformance objectives of the fund. Asset Plus shareholders voted on 19 March 2018 to externalise the management of Asset Plus, to Augusta. Under Augusta�s management, Asset Plus focuses on a �Yield Plus Growth� investment strategy, targeting long term total returns that are greater than the benchmark return threshold detailed by the S&P/NZX All Real Estate Index through value add and active management initiatives. Augusta externally manage Asset Plus, report to the Asset Plus Board and provide shared service functions.

This announcement is not a product disclosure statement or offering document under New Zealand law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in Asset Plus in any jurisdiction. This announcement does not constitute financial product advice or investment advice and does not and will not form part of any contract for the acquisition of Asset Plus securities.
This announcement has been prepared for release in New Zealand. This announcement may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States (or to, or for the account or benefit of, any person in the United States) or in any other jurisdiction in which such an offer would be unlawful.

The information in this announcement is of general background and does not purport to be complete. It should be read in conjunction with Asset Plus’ other market announcements lodged with NZX, which are available at www.nzx.com/companies/APL.