Centuria Metropolitan REIT Retail Entitlement Offer Details of a 2 for 3 accelerated non- renounceable entitlement offer at an Issue Price of $2.10 per New Stapled Security Retail Entitlement Offer closes at 5.00pm Thursday, 21 May 2015 Centuria Property Funds Limited (ABN 11 086 553 639 AFSL 231149) as Responsible Entity of Centuria Metropolitan REIT No. 1 (ARSN 124 364 718) and Centuria Metropolitan REIT No. 2 (ARSN 124 364 656) NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES This document and the personalised Entitlement and Acceptance Form that accompanies it contains important information. You should read both documents carefully and in their entirety. If you have any queries please call your professional adviser or the Centuria Metropolitan REIT Offer Information Line on 1300 667 905 (from within Australia) or +61 3 9415 4079 (from outside Australia) between 9am and 5pm (AEST), Monday to Friday during the Retail Offer Period (Thursday, 7 May 2015 to Thursday, 21 May 2015). Centuria Property Funds
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Centuria Metropolitan REIT
Retail Entitlement Offer
Details of a 2 for 3 accelerated non-renounceable entitlement offer at an Issue Price of $2.10 per New Stapled Security
Retail Entitlement Offer closes at 5.00pm Thursday, 21 May 2015
Centuria Property Funds Limited
(ABN 11 086 553 639 AFSL 231149) as
Responsible Entity of
Centuria Metropolitan REIT No. 1
(ARSN 124 364 718) and
Centuria Metropolitan REIT No. 2
(ARSN 124 364 656)
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This document and the personalised Entitlement and Acceptance Form that
accompanies it contains important information. You should read both
documents carefully and in their entirety. If you have any queries please call
your professional adviser or the Centuria Metropolitan REIT Offer Information
Line on 1300 667 905 (from within Australia) or +61 3 9415 4079 (from
outside Australia) between 9am and 5pm (AEST), Monday to Friday during
the Retail Offer Period (Thursday, 7 May 2015 to Thursday, 21 May 2015).
Centuria Property Funds
Centuria Metropolitan
REIT
Section Page
Chairman’s Letter ................................................................................................ 2
On behalf of the board of Centuria Property Funds Limited (CPFL), as the responsible entity of the Centuria
Metropolitan REIT (ASX: CMA) (CMA or the Fund), I am pleased to invite you to participate in a fully
underwritten accelerated non-renounceable entitlement offer of new stapled securities in the Fund (New Stapled
Securities) to raise approximately $100 million (Entitlement Offer) at an offer price of $2.10 per New Stapled
Security (Issue Price).
The Entitlement Offer comprises:
• an offer to eligible institutional Stapled Securityholders (Institutional Entitlement Offer) which was
successfully completed on 30 April 2015; and
• an offer to eligible retail Stapled Securityholders (Retail Entitlement Offer).
The Entitlement Offer is fully underwritten by UBS AG, Australia Branch (Underwriter). National Australia Bank
Limited will be acting as Co-lead manager on the Entitlement Offer.
Use of proceeds
The proceeds from the Entitlement Offer will be used to partially fund the acquisition of four office properties
(together, the Acquisitions) from three separate vendors for a total purchase price of $129.3 million which
reflects an initial yield of 8.5%1. The properties are located in the established metropolitan markets of Adelaide,
Canberra and the Gold Coast.
The Fund will use debt2 and existing cash to fund the balance of the Acquisitions and related costs.
Transaction rationale
The Acquisitions are in line with the Fund's strategy to invest in office and industrial assets in Australian
metropolitan markets which generate income returns and offer the potential for capital growth through active
management. They will:
• Provide a complementary mix of income streams from long leases to high quality tenants and the
potential to add value by leasing vacant space and addressing upcoming expiries;
• Increase the value of the Fund's property portfolio by c.70%3, improving the diversification of the Fund's
asset base;
• Provide greater tenant diversification, with the top 10 tenants expected to account for approximately 60%
of total gross income. Tenant quality is maintained across major organisations, listed corporates and
state government departments;
• Be expected to improve financial metrics, with the Fund forecasting a 3.5% increase to FY16 distributable
earnings4. The Acquisitions will also provide a solid base from which to grow distributable earnings and
future distributions;
• Maintain the Fund's conservative balance sheet, with pro forma gearing on completion of approximately
25%, being at the low end of the target range; and
• Enhance the Fund's scale which is expected to increase liquidity, improving the Fund's eligibility for future
inclusion in the ASX300 Index.
Further detail on the Acquisitions is contained within the investor presentation in Annexure B.
As at 1 July 2015 excluding any acquisition costs. CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's
Based on most recent valuations. Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of
CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks) of the Investor Presentation.
1
2
existing debt facility by approximately $40 million. 3
4
Retail Entitlement Offer
This letter relates to the Retail Entitlement Offer, which will raise approximately $50 million. Under the Retail
Entitlement Offer, Eligible Retail Stapled Securityholders can subscribe for 2 New Stapled Securities for every 3
Stapled Securities they hold as at the Record date at an Issue Price of $2.10 per New Stapled Security. The
Issue Price under the Retail Entitlement Offer is the same Issue Price as for the Institutional Entitlement Offer,
and represents:
• a discount of 3.2% to the $2.17 closing price of Stapled Securities on Tuesday, 28 April 2015;
• a discount of 3.8% to the 5 day volume-weighted average price of Stapled Securities to Tuesday, 28 April
2015;
• a forecast FY16 Distributable Earnings Yield of 8.5% on the issue price for the New Stapled Securities5 ;
and
• a forecast FY16 Distribution Yield of 8.1% on the issue price for the New Stapled Securities 5.
Stapled Securities issued under the Entitlement Offer will rank equally with existing Stapled Securities and will be
entitled to the full distribution for the quarter ending June 2015 forecast to be 4.16 cents per Stapled Security,
which is in-line with forecast in the Product Disclosure Statement for the Fund dated 11 November 2014.
Eligible Retail Stapled Securityholders may also apply for additional Stapled Securities in excess of their
Entitlement (to the extent other Stapled Securityholders do not take up their full entitlement) up to one (1) times
their full Entitlement. In the event of oversubscriptions, the allocation of Additional New Stapled Securities will be
at the discretion of CPFL and subject to scale back.
To participate in the Retail Entitlement Offer, you must have applied for New Stapled Securities before 5.00 pm
(AEST) on Thursday, 21 May 2015, otherwise your rights under the Retail Entitlement Offer will lapse.
You should seek appropriate professional advice before making any investment decision. If you have any
questions about the Retail Entitlement Offer, please do not hesitate to contact the Centuria Metropolitan REIT
Offer Information Line on 1300 667 905 (from within Australia) or +61 3 9415 4079 (from outside Australia)
between 9am and 5pm (AEST), Monday to Friday during the Retail Offer Period (Thursday, 7 May 2015 to
Thursday, 21 May 2015).
Centuria commitment to the Entitlement Offer
Centuria Capital Limited and its institutional associates, the Fund’s largest Stapled Securityholders, with
approximately 16% of the Stapled Securities on issue6, have committed to take-up their full entitlement under the
Entitlement Offer amounting to approximately $16 million.
Stapled Securityholder approval
One of the properties, 131-139 Grenfell Street, Adelaide7, is being acquired from the Centuria 131–139 Grenfell
Street Fund, which is a related party of CPFL, the responsible entity of CMA, and will be subject to a Stapled
Securityholder vote which is expected to take place on or around 4 June 2015.
Further details of the Stapled Securityholder vote will be outlined in the Notice of Meetings and Explanatory
Memorandum that is soon to be sent to Stapled Securityholders.
5 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks) of the Investor Presentation. 6 As at 28 April 2015
7 Levels 5-9
Conclusion
The Acquisitions and Entitlement Offer are in line with the Fund's strategy, will provide greater asset, geographic
and tenant diversification, will provide a solid base from which to grow distributable earnings and future
distributions and importantly maintain its current conservative balance sheet.
The board of CPFL encourages you to participate in the Retail Entitlement Offer and thanks you for your
continued support of the Fund.
Yours faithfully,
Peter Done
Chairman
Centuria Property Funds Limited
as Responsible Entity of the Centuria Metropolitan REIT
30 April 2015
Key Dates
Key event Date
Trading halt and Institutional Entitlement Offer opens 10.00am, Wednesday, 29 April 2015
Institutional Entitlement Offer closes 5.00pm, Wednesday, 29 April 2015
Trading of Stapled Securities recommences on ASX on an
'ex-entitlement' basis
Entitlement Offer Record Date 7.00pm, Monday, 4 May 2015
Retail Entitlement Offer Booklet is despatched and Retail
Entitlement Offer opens
Early Retail Acceptance Due Date 5.00pm, Wednesday, 13 May 2015
Settlement of New Stapled Securities issued under the
Institutional Entitlement Offer and Retail Entitlement Offer
for applications received by the Early Retail Acceptance
Due Date
Allotment and normal trading of New Stapled Securities
issued under the Institutional Entitlement Offer and Retail
Entitlement Offer for applications received by the Early
Retail Acceptance Due Date
Retail Entitlement Offer closes 5.00pm, Thursday, 21 May 2015
Allotment of remaining New Stapled Securities issued
under the Retail Entitlement Offer
Normal trading of remaining New Stapled Securities
issued under the Retail Entitlement Offer
All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates
refer to AEST. Any changes to the timetable will be posted on Centuria's website at www.centuria.com.au
In making your application for New Stapled Securities as part of the Retail Entitlement Offer, you will be
making the declarations to CPFL that you:
• have read the Retail Offer Booklet;
• agree to be bound by the constitutions of the Fund;
• acknowledge the statement of risks in the “Key Risks” section at Appendix C of the Investor Presentation,
and that investments in the Fund are subject to investment risk;
• agree to be bound by the terms of the Retail Entitlement Offer;
• authorise CPFL to register you as the holder of New Stapled Securities allotted to you under this Retail
Entitlement Offer;
• declare that all details on the Entitlement and Application Form are complete, accurate and up to date;
• are over 18 years of age and that you have full legal capacity and power to perform all your rights and
obligations under the Entitlement and Acceptance Form;
• accept that there is no cooling off period under the Retail Entitlement Offer and that once CPFL receives
either your form, your payment of Application monies via Bpay® or both, that you may not withdraw or
change your Application;
• agree to apply for and be issued with up to the number of New Stapled Securities and Additional Stapled
Securities (if any) shown on the Entitlement and Acceptance Form, or for which you have submitted
payment of Application Monies via Bpay®, at the offer price of $2.10 per New Stapled Security;
• authorise CPFL, the Underwriter, the Registry and respective officers or agents, to do anything on your
behalf necessary for the New Stapled Securities to be issued to you, including to act on instructions of the
Registry upon using the contact details set out in the Entitlement and Acceptance Form;
• are the current registered holder of Existing Stapled Securities and are an Australian or New Zealand
resident at the Record Date;
• acknowledge that the information contained in this Retail Offer Booklet and the Entitlement and
Acceptance Form does not constitute investment advice, nor a recommendation that New Stapled
Securities are suitable for you given your individual investment objectives, financial situation or particular
needs;
• understand that this is not a product disclosure statement, does not contain all of the information that you
may require in order to assess an investment in the Fund and is given in the context of the Fund’s past
and ongoing continuous disclosure obligations under the Corporations Act and the ASX listing rules;
• acknowledge that neither CPFL, its directors, officers, employees, agents, consultants nor advisers, nor
the Underwriter, guarantees the performance of the Fund, nor do they guarantee the repayment of capital
from the Fund;
• represent and warrant that you are an Eligible Retail Stapled Securityholder and the law of any other
jurisdiction does not prohibit you from being given the Retail Offer Booklet or making an Application;
• represent and warrant that you are not in the United States and are not acting for the account or benefit
of a person in the United States;
• acknowledge that the New Stapled Securities and Additional New Stapled Securities have not, and will
not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the
United States, or in any other jurisdiction outside Australia;
• agree not to send the Retail Offer Booklet or any other material relating to the Retail Entitlement Offer to
any person in the United States;
• make all other representations and warranties set out in the Retail Offer Booklet; and
• agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your
eligibility to participate in the Retail Entitlement Offer and/or of your holding of Stapled Securities on the
Record Date.
Centuria Metropolitan REIT
Annexure A – ASX announcement
Australian Securities Exchange – Company Announcements Platform
Centuria Property Funds Limited
CENTURIA METROPOLITAN REIT
ACQUISITIONS AND ENTITLEMENT OFFER
Sydney, 29 April 2015: Centuria Property Funds Limited (CPFL) as responsible entity of Centuria Metropolitan
REIT ASX: CMA (CMA or the Fund) is pleased to announce that the Fund has entered into agreements to acquire
four commercial office assets located in the metropolitan markets of Adelaide, Canberra and the Gold Coast
(Acquisitions)1. The total purchase price for the Acquisitions of $129.3 million is supported by independent
valuations and reflects an initial yield of 8.5%2. Settlement of the Acquisitions is expected to occur prior to 30 June
2015.
To partially fund the Acquisitions, the Fund is undertaking a fully underwritten 2 for 3 accelerated non-renounceable
entitlement offer to raise approximately $100 million (Entitlement Offer) at a fixed issue price of $2.10 per new
stapled security in CMA (Issue Price). CMA will utilise debt and existing cash to fund the balance of the
Acquisitions and related costs3.
The Acquisitions are accretive to distributable earnings from settlement. The Fund is forecasting FY16 distributable
earnings of 17.9 cents per Stapled Security, a 3.5% increase to the re-stated forecast in the Product Disclosure
Statement for the Fund dated 11 November 2014 (PDS)4. Distributions for FY16 are forecast at 17.0 cents per
Stapled Security, in line with PDS forecast. The forecasts assume the completion of the Acquisitions.
The Issue Price represents a 3.2% discount to CMA's closing price of $2.17 on 28 April 2015. At the Issue Price the
new stapled securities (New Stapled Securities) are forecast to deliver a 8.5% distributable earnings yield for
FY16 and a 8.1% distribution yield for FY16.
New Stapled Securities issued under the Entitlement Offer will rank equally with existing Stapled Securities and will
be entitled to the full distribution for the quarter ending June 2015 forecast to be 4.16 cents per stapled security,
which is in line with the PDS forecast.
Mr Nicholas Collishaw, CEO Listed Property Funds said: "The Acquisitions are in line with the Fund's objectives
and have strong strategic rationale. They provide a complementary mixture of income streams from long leases to
high quality tenants and the potential to add value by leasing vacant space and addressing upcoming expiries."
"The Entitlement Offer provides an opportunity for all eligible CMA Stapled Securityholders to participate in the
transaction and the continued growth of the Fund".
The Fund is being advised by UBS AG, Australia Branch (Sole Financial Advisor, Sole Bookrunner and Sole
Underwriter on the Entitlement Offer), National Australia Bank Limited (Co-lead Manager on the Entitlement Offer)
and Henry Davis York (Legal Advisor).
One of the four properties to be acquired by the Fund, Grenfell Street, Adelaide, is being acquired from the Centuria 131–139 Grenfell Street Fund (ARSN 160 600 895), which is a related party of CPFL, the responsible entity of CMA. Stapled Securityholder approval is required under ASX Listing Rule 10.1 for this acquisition. As at 1 July 2015 and excludes any acquisition costs.
CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40 million. Restated PDS forecast of 17.3 cents per Stapled Security as detailed on slide 5 of the investor presentation released to the ASX today.
1
2
3
4
Overview of the Acquisitions
Financial impact11
The transaction is expected to have the following impact on the Fund:
• Accretive to distributable earnings in FY16 from the date of settlement
• Approximate 70% increase in the value of the Fund's property portfolio to $317 million12
• 2% decrease in NTA per Stapled Security from $1.97 to $1.93 due to one-off transaction costs
• Pro forma gearing of 25% on completion of the Acquisitions and the Entitlement Offer, at the low end of the
Fund's target gearing range of 25 – 35%
Grenfell Street, Adelaide approval
The Fund is acquiring Grenfell Street from Centuria 131–139 Grenfell Street Fund (ARSN 160 600 895), which is a
related party of CPFL. Stapled Securityholder approval is required to acquire this asset under ASX Listing Rule
10.1. Approval will be via an ordinary resolution (more 50% threshold). CPFL and its associates are not able to vote
their Stapled Securities on that resolution. CPFL will be convening Stapled Securityholder meetings at which CMA
Stapled Securityholders will be asked to vote on the resolution seeking their approval of the acquisition of Grenfell
Street. The CMA Stapled Securityholder meetings will be convened under a separate notice of meetings which is
expected to be sent to Stapled Securityholders mid-May.
Stapled Securityholder approval is not required to acquire the three other properties as these are being acquired
from vendors not related to CPFL. The Entitlement Offer is not conditional on Stapled Securityholder approval of
the acquisition of Grenfell Street.
In the event the acquisition of Grenfell Street is not approved by Stapled Securityholders the Fund will draw upon
less debt and pro forma gearing would reduce to approximately 19%. The Fund would maintain the debt capacity
for future acquisition opportunities. FY16 forecast distributable earnings would fall by approximately 5% to 17.1
cents per Stapled Security and FY16 forecast distributions would fall by approximately 5% to 16.2 cents per
Stapled Security13.
Centuria commitment to the Entitlement Offer
Centuria Capital Limited and its institutional associates, the Fund's largest Stapled Securityholders, with
approximately 16% of the Stapled Securities on issue14 have committed to take up their full entitlement under the
Entitlement Offer amounting to approximately $16 million.
As at 31 March 2015.
As at 1 July 2015 and excludes any acquisition costs.
Net lettable area
WALE stands for "weighted average lease expiry", it is measured by area.
By area.
Levels 5 – 9.
Assumes the completion of the Acquisitions and the Entitlement Offer. Please refer to the investor presentation released to the ASX today for
information on key risks and key assumptions.
Based on the most recent independent valuations.
Assuming a consistent payout ratio to the current FY16 forecast.
As at 28 April 2015.
5
6
7
8
9
10
11
12
13
14
Property State Independent
valuation ($m)5
Initial yield6
Cap rate
NLA7 (sqm)
WALE (years)8 Occupancy9
60 Marcus Clarke Street, Canberra
35 Robina Town Centre Drive, Robina
131-139 Grenfell Street, Adelaide10
54 Marcus Clarke Street, Canberra
ACT QLD
SA ACT
49.1
46.0
20.0
14.2
8.5%
8.0%
9.9%
10.0%
8.3%
7.8%
9.1%
10.0%
12,215
9,814
4,052
5,161
2.2
8.5
4.7
2.1
76.1%
100.0%
100.0%
76.0%
Total 129.3 8.5% 8.4% 31,241 4.5 86.7%
Key Dates of the Entitlement Offer
Key event
Trading halt, Institutional Entitlement Offer and Bookbuild
opens
Institutional Entitlement Offer and Bookbuild closes 5.00pm, Wednesday, 29 April 2015
Trading of Staple Securities recommences on ASX on an
'ex-entitlement' basis.
Entitlement Offer Record Date 7.00pm, Monday, 4 May 2015
Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens
Last date for receipt of Early Retail Entitlement Offer
applications
Settlement of New Stapled Securities issued under the
Institutional Entitlement Offer and Early Retail Entitlement
Offer
Allotment and normal trading of New Stapled Securities
issued under the Institutional Entitlement Offer and Early
Retail Entitlement Offer
Retail Entitlement Offer closes 5.00pm, Thursday, 21 May 2015
Allotment of remaining New Stapled Securities issued
under the Retail Entitlement Offer
Normal trading of remaining New Stapled Securities
issued under the Retail Entitlement Offer
All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to AEST. Any changes to the timetable will be posted on Centuria's website at www.centuria.com.au
Additional information
Additional information about the Acquisitions and Entitlement Offer including key risks is contained in the investor
presentation released to the ASX today. The retail entitlement offer booklet will be released separately and mailed
to eligible Stapled Securityholders. This will also be available on the Listed Property page of Centuria's website at
Centuria Metropolitan REIT (CMA) is an ASX listed REIT focused on investing in office and industrial assets in metropolitan
markets across Australia. The Fund's portfolio on completion of the transaction will comprise nine office and three industrial assets with an independent valuation of $317 million. Centuria Property Funds Limited (CPFL), which is a wholly-owned subsidiary of Centuria Capital Limited (ASX: CNI), is the
Responsible Entity for the ASX-listed CMA. CPFL has approximately $1 billion of property under management across CMA and 15 unlisted property funds. CNI is an ASX-listed specialist investment manager with $1.7 billion in funds under management. Important Information
No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this document, or any events or results expressed or implied in any forward-looking statement. These statements can generally be identified by the use of words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "predict", "guidance", "plan" and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and are by their nature subject to significant uncertainties, risks and contingencies. Actual results or events may differ materially from any expressed or implied in any forward-looking statement and deviations are both normal and to be expected. Past performance is not a reliable indicator of future performance. Please refer to the investor presentation released to the ASX today for information on key risks.
Market Update, Acquisitions & $100 million Entitlement Offer
29 April 2015
1
Centuria Property Funds
DISCLAIMER
Summary information
This document has been issued by Centuria Property Funds Limited ABN 11 086 553 639 AFSL No. 231149 (CPFL) in its capacity as the responsible entity of Centuria
Metropolitan REIT No. 1 ARSN 124 364 718 and Centuria Metropolitan REIT No. 2 ARSN 124 364 656 (together, "the Fund"). The information in this document is
current as at 29 April 2015 unless otherwise stated.
The information in this document is in summary form and does not purport to be complete or to contain all the information that an investor should consider when making
an investment decision. It should be read in conjunction with the Fund's other periodic and continuous disclosure announcements lodged with the Australian Securities
Exchange (ASX), which are available at www.asx.com.au. Due to the impact of rounding, the totals shown for charts, graphs or tables in this document may not equate to
the sum of the individual components of the relevant chart, graph or table.
Exclusion of liability
The document has been prepared from information believed to be accurate, however, no representation or warranty, express or implied, is made as to the accuracy,
adequacy or completeness of any information contained in the document. To the maximum extent permitted by law, CPFL, its related bodies corporate, agents and advisers and their respective directors, officers and employees, disclaim all liability (including for negligence) for any loss or damage resulting from the issue or use of, or
reliance on, anything contained in or omitted from this document.
General information only
The information in this document is general information only and does not take into account your individual objectives, financial situation or needs. Consequently you
should consider whether the information in this document is appropriate for you in light of your objectives, financial situation or needs. CPFL encourages you to seek
independent financial and taxation advice before making any investment decision.
Forward-looking statements
No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this document, or any events or results
expressed or implied in any forward-looking statement. These statements can generally be identified by the use of words such as "anticipate", "believe", "expect",
"project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "predict", "guidance", "plan" and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future
performance and are by their nature subject to significant uncertainties, risks and contingencies. Actual results or events may differ materially from any expressed or implied in any forward-looking statement and deviations are both normal and to be expected. Past performance is not a reliable indicator of future performance.
An investment in stapled securities in the Fund (Stapled Securities) is subject to risks, including loss of income and capital. Persons should have regard to the key risks
outlined in Appendix C of this document. CPFL does not guarantee any particular rate of return or the performance of the Fund nor does it guarantee the repayment of capital from the Fund.
Not an offer
This document is not an offer for subscription, invitation or sale with respect to any Stapled Securities in any jurisdiction and is not a product disclosure statement or other
offering document under Australian law or any other law. Nothing in this document shall form the basis of any contract or commitment, or constitute legal or tax advice.
Persons who come into possession of this document who are not in Australia should seek advice on and observe any legal restrictions on distribution in their own
jurisdiction. Any failure to comply with such restrictions may constitute a violation of applicable securities law.
2
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
MARKET UPDATE: MAJOR DEVELOPMENTS SINCE ASX LISTING
Centuria Metropolitan REIT (the Fund) has had an active period since listing on 10 December 2014
“Locked-in" low interest rates
• On 15 December 2014 the Fund entered into a five year interest rate swap to
hedge 100% of its drawn debt at IPO at an all in interest rate of approximately
4.1%
Leasing success at 9 Help Street, Chatswood
• The Fund has reached agreement with CH2MHill Pty Ltd to extend its lease over
its core premises of 1,815 sqm for three years to 31 March 2019 (previous expiry
31 March 2016)
• As part of the agreement CH2MHill have surrendered 1,102 sqm of surplus
space, a portion of which (588 sqm) has since been leased to a division of Lend
Lease for use as project space
• These transactions have increased the building's weighted average lease expiry
(WALE) from 1.7 years at ASX listing to 1.9 years as at 31 March 2015
Lodgement of draft master plan and new independent valuation at
3 Carlingford Road, Epping:
• The Fund, together with the owners of certain properties surrounding 3
Carlingford Road, lodged a draft master plan with Parramatta City Council to
pursue re-zoning and development approval at 3 Carlingford Road and certain
surrounding properties
• 3 Carlingford Road was independently revalued as at 31 March 2015, resulting
in a $4.5 million or 27% increase on prior book value
4 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
MARKET UPDATE
3 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
1
2
3
3 Carlingford Road, Epping
MARKET UPDATE: RE-STATEMENT OF PDS FORECAST
• The Fund has entered into an agreement with CH2MHill to extend the lease over its core premises for three years to 31 March 2019
• As part of the agreement CH2MHill have surrendered 1,102 sqm of surplus space in return for partial upfront payment to the Fund
• This upfront payment from CH2MHill has had the effect of bringing forward into FY15, earnings that would previously have been
recognised in FY16
• The Fund has also entered into a lease agreement with a division of Lend Lease over a portion of the surrendered space (588 sqm),
which has offset the impact of a marginal discount given to CH2MHill for early prepayment
• The CH2M Hill transaction is earnings neutral for the Fund, noting the Fund has:
– recognised and received cash earlier than previously forecast; and
– increased the amount of time it has to lease the vacated area creating potential to increase earnings compared to the original
PDS
• The Fund's re-stated PDS forecast over FY15 and FY16 (Forecast Period) is shown below(1):
(1) The re-stated PDS forecast does not include the impact of the Acquisitions and Entitlement Offer.
(2) Distributable earnings reflects timing of actual ASX listing and Stapled Securityholder entitlement to income from 9 December 2014. FY15 distributable earnings reflects an 8.80%
annualised yield on IPO issue price, and is in-line with PDS forecast.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
5
ACQUISITIONS & ENTITLEMENT OFFER
60 Marcus Clarke Street, Canberra
6
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
PDS forecast(2) FY15 FY16
Distributable earnings $7.0m(1) $12.9m
Distributable earnings per Stapled Security 9.8c(1) 18.0c
Adjusted forecast for CH2MHill surrender payment FY15 FY16
Net surrender payment impact +$0.4m ($0.5m)
Re-leasing space to a division of Lend Lease +$0.1m -
Net impact +$0.5m ($0.5m)
Re-stated Distributable Earnings $7.5m $12.4m
Re-stated Distributable Earnings per Stapled Security 10.5c 17.3c
ACQUISITIONS AND ENTITLEMENT OFFER: SUMMARY
The Fund seeks to provide investors with income returns and the potential for capital growth
Property acquisitions
• The Fund has entered into agreements to acquire four properties from three separate vendors (Acquisitions)(1)
• The total purchase price for the Acquisitions is $129.3 million, reflecting an initial yield of 8.5%(2) and a WALE of 4.5 years(3)
• The Acquisitions are in line with the Fund's strategy to invest in office and industrial assets in Australian metropolitan markets
which generate income returns and offer the potential for capital growth through active management
• The Acquisitions are expected to settle prior to 30 June 2015
Entitlement Offer
• To partially fund the Acquisitions, the Fund is undertaking a fully underwritten 2 for 3 accelerated non-renounceable entitlement
offer to raise approximately $100 million at a fixed price of $2.10 per Stapled Security (the Entitlement Offer)
• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June 2015 quarterly
distribution
• Pro forma gearing is expected to be approximately 25%(4)
• The Fund is committed to maintaining a conservative capital structure, with a target gearing range of 25 – 35%
Financial forecast
• The Fund is forecasting a distribution for the quarter ending June 2015 of 4.16 cents per Stapled Security. If all Acquisitions
proceed, there will be no impact to this forecast as a result of the Entitlement Offer and Acquisitions
• The Fund is forecasting a 3.5% increase to distributable earnings in FY16(5)
Stapled Securityholder approval
• One of the properties (Grenfell Street, Adelaide) is being acquired from a related party of CPFL, and is subject to approval by
CMA Stapled Securityholders(6)
• The Entitlement Offer is not conditional on CMA Stapled Securityholder approval of the acquisition of Grenfell Street, Adelaide
(1) One of the four properties to be acquired by the Fund, Grenfell Street, Adelaide, is being
acquired from Centuria 131-139 Grenfell Street Fund, which is a related party of CPFL,
the responsible entity of CMA. Stapled Securityholder approval is required under ASX
Listing Rule 10.1 for this acquisition.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
ACQUISITIONS AND ENTITLEMENT OFFER: PROPERTY DETAILS
The four properties to be acquired are independently valued at $129.3 million, reflecting an initial yield of 8.5% and are
located in the metropolitan markets of Adelaide, Canberra and the Gold Coast
Initial yield(2) Cap rate NLA(3) (sqm) WALE(4) (years) Occupancy(4)
(2) As at 1 July 2015 excluding any acquisition costs.
(3) Net Lettable Area (NLA).
(4) By area.
(5) Levels 5 – 9.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
(2) As at 1 July 2015 excluding any acquisition costs.
(3) By area.
(4) On completion of the Acquisitions and the Entitlement Offer.
(5) Assumes the completion of the Acquisitions. Based on restated PDS
forecast of 17.3 cents per Stapled Security as detailed on slide 5.
(6) See slide 21 for more information. 7
Independent valuation ($m)(1) Property State
31,241 4.5 86.7%
60 Marcus Clarke Street, Canberra
8
1
2
3
4
ACQUISITIONS AND ENTITLEMENT OFFER: TRANSACTION
The Acquisitions are in line with the Fund's objectives and have strong strategic rationale
Quality properties acquired with significant future upside
• Acquisitions create a broader platform for future income and capital growth
• Acquisitions provide a complementary mixture of income streams from long leases to high quality tenants and the potential
to add value by leasing vacant space and addressing upcoming expiries
Improves portfolio scale and diversification
• The value of the Fund's property portfolio will increase from $187 million at 31 March 2015 to $317 million(1) reflecting a
c.70% increase
• Further diversifies the Fund's asset base
• Tenant diversification also improves, with the top 10 tenants accounting for approximately 60% of total gross income and
tenant quality is maintained across major organisations, listed corporates and state government departments
Solid financial metrics
• The Acquisitions and Entitlement Offer provide a solid base from which to grow distributable earnings and distributions
• The Fund's strong and conservative balance sheet is maintained with pro forma gearing on completion of the Acquisitions
and Entitlement Offer of approximately 25% being at the low end of the target range
Enhanced scale and liquidity
• The Fund's market capitalisation is expected to increase from $155 million(2) to $255 million(3)
• Expected increased liquidity and market capitalisation improves the Fund's eligibility for future inclusion in the ASX300 Index
(1) Based on the most recent independent valuations.
(2) Based on the price of existing Stapled Securities as at close on 28 April 2015 of $2.17.
(3) Based on the price of existing Stapled Securities as at close on 28 April 2015 of $2.17 and the $2.10 issue price for new Stapled Securities under the Entitlement Offer (New Stapled
Securities).
9 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
ACQUISITIONS AND ENTITLEMENT OFFER: FINANCIAL IMPACT
The Fund is forecasting a 3.5% increase to distributable earnings in FY16
• The acquisitions are accretive to distributable earnings
from settlement
• FY16 forecast distributable earnings equate to a yield of
8.5% on the issue price for the New Stapled Securities
• FY16 forecast distributions equate to a yield of 8.1% on
the issue price for the New Stapled Securities
• New Stapled Securities will rank equally with existing
Stapled Securities and will be fully entitled to the
forecast June 2015 quarterly distribution of 4.16 cents
per Stapled Security
• The Fund's pro forma NTA as at 31 March 2015 is $1.93
• Pro forma gearing of approximately 25% remains at the
low end of the Fund's target range of 25 – 35%
(1) Restated forecast of 17.3 cents per Stapled Security as outlined on slide 4.
(2) If Stapled Securityholders vote against the Grenfell Street acquisition, the Fund forecast distributable earnings to be approximately 17.1 cents, distributions to be approximately 16.2 cents
and gearing would reduce to approximately 19%.
(3) Pro forma as at 31 March 2015. NTA excluding the Acquisitions and Entitlement Offer as at 31 March 2015 is $1.97.
(4) Based on the price of Stapled Securities as at close on 28 April 2015 of $2.17 the market capitalisation of the Fund was $155 million.
(5) Based on the price of Stapled Securities as at close on 28 April 2015 of $2.17 and the $2.10 issue price for New Stapled Securities.
(6) CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40
million.
(7) c.60% represents the proportion of debt hedged if no new interest rate swaps are entered into. The Fund intends to enter into appropriate interest rate swaps post settlement of the
Acquisitions.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
RATIONALE
1
2
3
4
Key financial metrics
FY16 forecast distributable earnings
(cents per Stapled Security)
FY16 forecast distributions
(cents per Stapled Security)
NTA per Stapled Security
Market capitalisation
Proportion of debt hedged
PDS(1) Pro forma(2)
17.3 17.9
17.0 17.0
$1.91 $1.93 (3)
$143m(4) $255m(5)
100% c.60%(7)
Key debt metrics PDS Pro forma
Debt facility limit $55m $95m
Drawn debt(6) $48m $82m
Headroom $7m $13m
Gearing 25% 25%
10
ACQUISITIONS AND ENTITLEMENT OFFER: PORTFOLIO IMPACT
The Acquisitions will significantly increase the size of the Fund’s asset base and provide greater geographic diversification
• The Acquisitions:
– have an independent valuation of $129.3 million
and are diversified across metropolitan markets of
Adelaide, Canberra and South East Queensland
– are expected to settle prior to 30 June 2015
Initial Yield(3) 8.7% 8.6%
Geographic diversification impact(4) Asset type diversification impact(4)
18%
30%
70%
82%
Office Industrial
(3) Based on first 12 months Net Property Income (NPI) from 1 July 2015.
(4) By Independent Valuation.
11 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
ACQUISITIONS AND ENTITLEMENT OFFER: PORTFOLIO IMPACT
The Acquisitions will maintain the Fund’s strong tenant profile while reducing near term lease expiries
• The Acquisitions provide a complementary mixture of income streams from long leases and the potential to add value by leasing
vacant space and addressing upcoming expiries
• Lease expiries are expected to reduce for FY15 and FY16 compared to PDS forecasts
– FY15 lease expiries are expected to reduce by 0.5%
– FY16 lease expiries are expected to reduce by 5.0%
• Tenant diversification also improves, with the top 10 tenants accounting for approximately 60% of total gross income and tenant
quality is maintained across major organisations, listed corporates and state government departments
Pro forma tenant diversification(2)
Austar Entertainment Pty Ltd
BlueScope Steel Limited
Minister for Infrastructure
Cochlear Ltd
Minister for Transport & Infrastructure
CSC Australia Pty Ltd
Royal District Nursing Service
CH2M Hill Australia
Evans & Peck Pty Ltd
Lend Lease Engineering Pty Ltd
(1) By area.
(2) Based on gross income.
12 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
14%
34%
20% 57%
32%
QLD ACT SA
13%
30%
NSW
(1) As at 31 March 2015.
(2) By area.
Lease expiry profile(1)
62.9%
13.9%
70%
60%
50%
40%
30%
20%
10%
0%
4.7%
Vacant
5.2%
1.4%
FY15 FY16 FY17
4.8%
FY18
7.2%
FY19 FY20+
12.8%
10.2%
7.1%
6.2%
5.5%
5.2%
4.5%
2.9%
2.8%
2.4%
New Tenant
Key portfolio metrics At 31 March 15 Pro forma(1)
Number of Properties 8 12
Portfolio independent valuation $187.4m $316.6m
Net lettable area (NLA) 69,844 sqm 101,085 sqm
WALE(2) 5.3 years 5.0 years
Occupancy 99.1% 95.3%
Capitalisation rate 8.9% 8.7%
PROPERTY DETAILS: 60 MARCUS CLARKE STREET, CANBERRA, ACT
• Also known as the "St George Bank Building" it is adjacent to 54 Marcus Clarke Street.
• 13 levels of multi-tenanted accommodation including a ground floor with 5 retail tenancies and
133 car spaces on site
• An extensive capital expenditure programme in recent years includes recent lift upgrades and major air conditioning plant replacement
• Asset strategy: Complete minor cosmetic refurbishments over the near-to-medium term to
modernise the building and enhance its already strong appeal to the private sector. Lease
current vacant space and retain existing tenants. Explore potential to further develop the under-
utilised rear car park.
Lease expiry profile (by NLA)
100%
75%
50%
23.9% 25%
0.0% 0%
Vacant FY15
Summary of major tenants
Tenant
St George Bank
Aecom Australia
(1) As at 1 July 2015 excluding any acquisition costs.
14 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
21.1%
FY20+
Option
n.a.
1 x 5 years
30.2%
FY17
Expiry
Oct-20
Aug-16
PROPERTY DETAILS
54 Marcus Clarke Street, Canberra
60 Marcus Clarke Street, Canberra
13 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
Review
type
Market
review
3.75% fixed
7.8%
FY16
NLA
(sqm)
1,322
1,358
12.7% 4.3%
FY18 FY19
Gross % of gross
income income
$0.7m 15.3%
$0.7m 14.0%
Property information
Property type Office
Purchase price $49.1m
Independent valuation $49.1m
Net operating income $4.2m
Capitalisation rate 8.3%
Initial yield 8.5%1
Site area (sqm) 3,847
NLA (sqm) 12,215
Occupancy (by NLA) 76.1%
WALE (by NLA) 2.2
Building constructed 1988
Latest refurbishment 2015
PROPERTY DETAILS: 35 ROBINA TOWN CENTRE DRIVE, ROBINA, QLD
• Modern commercial office tower fully occupied by Foxtel, with 6 levels of office accommodation and average floorplates of 1,600 sqm
• The property has 268 above and below ground parking spaces
• Positioned directly opposite Robina Town Centre, the third largest shopping centre in
Queensland and is located close to Bond University, the property is ideally located in the
commercial precinct
• Asset strategy: Benefit from net lease to strong tenant (Foxtel) until 2023 with minimum rental
growth of 3% per annum. Long-term options include renewing Foxtel lease, introducing new
tenant(s) to the building, or exploring alternative uses for the site consistent with planning regime
(1) As at 1 July 2015 excluding any acquisition costs.
(2) Market review in September 2021. 15
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
PROPERTY DETAILS: 131-139 GRENFELL STREET(1), ADELAIDE, SA
• Built in 2009, the property is located in the core of the Adelaide CBD
• The building is strata titled with the Fund acquiring levels 5 – 9 comprising of 4,052 sqm of high
quality office space together with 10 secure car parks and a dedicated commercial lobby
• Within walking distance to Rundle Mall, Rundle Street and overlooking the amenity provided by Hindmarsh Square, the property is ideally located for both private sector and government tenants
• The property is Fully leased to the South Australian Government (Minister for Infrastructure) on a
10 year lease (4.7 years remaining) with a further 5 year option
• Asset strategy: Benefit from lease to South Australian Government with 4.7 years remaining and
4% fixed rent reviews. Medium-term options include renewing the South Australian Government
lease or introducing new tenant(s).
Lease expiry profile (by NLA)
100%
75%
50%
25%
0.0% 0.0% 0.0% 0.0% 0%
Vacant FY15 FY16 FY17
Summary of major tenants
Tenant
Minister for
Infrastructure
(1) Levels 5 – 9.
(2) As at 1 July 2015 excluding any acquisition costs.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
Expiry
Nov-19
0.0% 0.0%
FY18 FY19
Gross % of gross
income income
$2.3m 100%
NLA
(sqm)
4,052
Review
type
4.00% fixed
100.0%
FY20+
Option
1 x 5 years
Review NLA
type (sqm)
CPI(2) 9,814
0.0% 0.0%
FY18 FY19
Gross % of gross
income income
$4.2m 100.0%
Expiry
Sep-23
100.0%
FY20+
Option
1 x 5 years
16
Property information
Property type Office
Purchase price $46.0m
Independent valuation $46.0m
Net operating income $3.7m
Capitalisation rate 7.8%
Initial yield 8.0%1
Site area (sqm) 6,760
NLA (sqm) 9,814
Occupancy (by NLA) 100.0%
WALE (by NLA) 8.5
Building constructed 2001
Latest refurbishment 2015
Property information
Property type Office
Purchase price $20.0m
Independent valuation $20.0m
Net operating income $2.0m
Capitalisation rate 9.1%
Initial yield 9.9%2
Site area (sqm) 1,253
NLA (sqm) 4,052
Occupancy (by NLA) 100.0%
WALE (by NLA) 4.7
Building constructed 2009
Latest refurbishment n.a.
PROPERTY DETAILS: 54 MARCUS CLARKE STREET, CANBERRA, ACT
• A multi-tenanted building in the Western Core of Canberra’s CBD with nine levels of office
accommodation, ground floor retail, a two–storey podium to Rudd Street and one level of
basement car parking
• Major capital expenditure works have included lift and chiller upgrades together with
refurbishments to some common area amenities
• Located directly opposite ANU and within walking distance to three major Federal Government
headquarters including Department of Education, Australian Taxation Office and Department of
Infrastructure – desirable for tenants servicing these organisations
• Asset strategy: Complete minor cosmetic refurbishments over the near-to-medium term. Lease current vacant space and retain existing tenants. Potential future alternate use as student
accommodation.
Lease expiry profile (by NLA)
100%
75%
50%
24.0% 25%
0.0% 0%
Vacant FY15
Summary of major tenants
Review NLA
type (sqm)
Hays Specialists 4.00%
Recruitment fixed
Hudson Global 4.00%
Resources fixed
(1) As at 1 July 2015 excluding any acquisition costs.
17 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
33.5%
FY17
Expiry
Sep-16
Mar-20
624
322
ENTITLEMENT OFFER
60 Marcus Clarke Street, Canberra
35 Robina Town Centre Drive, Robina
18 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
5.8%
FY16
15.2%
FY20+
Option
n.a.
n.a.
17.6%
3.8%
FY18 FY19
Gross % of gross
income income
$0.3m 18%
$0.2m 8%
Tenant
Property information
Property type Office
Purchase price $14.2m
Independent valuation $14.2m
Net operating income $1.2m
Capitalisation rate 10.0%
Initial yield 8.5%1
Site area (sqm) 1,667
NLA (sqm) 5,161
Occupancy (by NLA) 76.0%
WALE (by NLA) 2.1
Building constructed 1986
Latest refurbishment 2015
ENTITLEMENT OFFER: SUMMARY
The Acquisitions will be partly funded by a $100 million (2 for 3) non-renounceable Entitlement Offer
• The non-renounceable Entitlement Offer is fully underwritten at a fixed price of $2.10 per Stapled Security, representing:
– FY16 distributable earnings yield of 8.5%
– FY16 distribution yield of 8.1%
• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June 2015 quarterly
distribution
• Retail investors will be able to apply for additional New Stapled Securities(1)
• UBS AG, Australia Branch is acting as sole financial advisor, sole bookrunner and underwriter on the Entitlement Offer
– National Australia Bank Limited is acting as Co-lead manager on the Entitlement Offer
– Henry Davis York is acting as legal advisor
• Centuria Capital Limited and its institutional associates, the Fund’s largest Stapled Securityholders, with approximately 16% of CMA
Stapled Securities on issue, have committed to take-up their full entitlement under the Entitlement Offer amounting to approximately
$16 million
Pricing metrics
5 day VWAP of CMA Stapled Securities on 28 April 2015 $2.18 3.8%
Sources and uses of funds
Sources of funds Uses of funds
Entitlement Offer proceeds $100.0 million Property acquisitions $129.3 million
Additional debt(2) and existing cash $40.2 million Transaction costs(3) $10.9 million
Total sources $140.2 million Total uses $140.2 million
(1) Retail investors will be able to apply for additional New Stapled Securities beyond their entitlement (to the extent other Stapled Securityholders do not take up their full entitlement) up to one (1) times their full
entitlement. The allocation of additional New Stapled Securities will be at the discretion of CPFL and subject to scale back.
(2) CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40 million.
(3) Transaction costs include stamp duty, due diligence costs, equity raising fees advisory and other transaction costs.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
ENTITLEMENT OFFER: INDICATIVE TIMETABLE
Key event Date1
Trading halt, Institutional Entitlement Offer and Bookbuild opens 10.00am, Wednesday, 29 April 2015
Institutional Entitlement Offer and Bookbuild closes 5.00pm, Wednesday, 29 April 2015
Trading of Stapled Securities recommences on ASX on an ‘ex-entitlement’ basis Thursday, 30 April 2015
Entitlement Offer Record Date 7.00pm, Monday, 4 May 2015
Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens Thursday, 7 May 2015
Last date for receipt of Early Retail Entitlement Offer applications
Settlement of New Stapled Securities issued under the Institutional Entitlement Offer and Early
Retail Entitlement Offer
Allotment and normal trading of New Stapled Securities issued under the Institutional
Entitlement Offer and Early Retail Entitlement Offer
Retail Entitlement Offer closes
Allotment of remaining New Stapled Securities issued under the Retail Entitlement Offer Friday, 29 May 2015
Normal trading of remaining New Stapled Securities issued under the Retail Entitlement Offer Monday, 1 June 2015
(1) All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to AEST. Any changes to the timetable will be posted on
Centuria's website at www.centuria.com.au
20
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
26 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
Occupancy(3)
76.1%
100.0%
100.0%
76.0%
86.7%
100.0%
100.0%
100.0%
94.5%
100.0%
100.0%
98.3%
100.0%
99.1%
95.3%
25
Key best estimate specific assumptions include:
Gross property income and direct property expenses
Gross property income, direct property expenses and outgoings have been forecast on a
property by property basis based on existing leases and CPFL’s assumptions for future
occupancy rates, tenant retention and market rentals.
Gross property income is post all rent free or abatement incentives offered to tenants, other than
existing incentives adjusted for upon settlement. Where incentives are given, CPFL forecasts
that incentives apply to all tenants (new or existing) and that incentives are split between
abatements (25-85%) and the reimbursement of fitout costs (15-75%).
Reletting and vacancy
Letting up periods, retention rates, lease incentives and leasing commissions have been forecast
on a property by property basis. Key assumptions for office tenants include:
• Renewal probability: 50 - 75%
• Letting up periods: 9 – 12 months
• Lease incentives: 20 – 30%
• Leasing commissions: 6.5 – 24.4% (5 year term)
Capital expenditure
Capital expenditure forecasts are based on reports provided by independent consultants, with
additional allowances made where considered appropriate by CPFL.
Rental guarantee
The vendor of 60 Marcus Clarke Street, Canberra has provided the Fund with a rental guarantee
in respect of 1,331 square metres of space and 12 car parks. The rental guarantee is from
settlement to 31 January 2016. The Fund's letting up assumption on this asset is consistent with
letting up periods across the portfolio. The rental guarantee is assumed to cover part of the
letting up period.
CPFL's fee
As responsible entity of the Fund, CPFL is entitled to a management fee of 0.55% of GAV.
CPFL's management fee as responsible entity will be calculated and paid monthly by the Fund.
Finance costs
The Fund's borrowings under its debt facilities are expected to incur an average interest rate of
4.0% for FY16.
Transaction costs
Transaction costs include stamp duty, property due diligence and other costs such as offer
management costs and advisor fees.
27
APPENDIX C KEY RISKS
28 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
KEY ASSUMPTIONS
Key best estimate general assumptions include:
• the Entitlement Offer completes and the Acquisitions settle by 30 June 2015;
• CPI of 2.75% from 30 June 2015 to 30 June 2016;
• no acquisitions or disposals of investment properties over FY16 (Forecast Period);
• no material contract disputes or litigation over the Forecast Period;
• no material change in the competitive operating environment during the Forecast Period;
• no significant change to the legislative regime and regulatory environment in the
jurisdictions in which the Fund operates during the Forecast Period;
• no significant change to the Fund's capital structure over the Forecast Period;
• no material change in credit markets;
• all existing leases are enforceable and are performed in accordance with their terms;
• no material changes to applicable Australian Accounting Standards, other than
mandatory professional reporting requirements and the Corporations Act during the
Forecast Period;
• no material changes to Australian income tax legislation; and
• no movement in the fair value of investment properties or other financial assets which
includes any mark to market movements in relation to any new interest rate swaps
entered into by the Fund. CPFL does not believe these movements can be reliably
forecast.
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
KEY RISKS
An investment in the Fund is subject to risks, both specific to the Fund and more general risks. Many of these risks are beyond the control of CPFL and if they were to
eventuate, may adversely affect the future performance of, or value of an investment in, the Fund. This section identifies a number of relevant and key risks associated
with an investment in the Fund. However it is not intended to be exhaustive.
Before making an investment decision, prospective investors should carefully consider the risks outlined below together with the other information in this document and
publicly available information on the Fund (such as that available on the websites of the Fund and the ASX). Prospective investors should have regard to their own
investment objectives, financial situation and needs before deciding making an investment decision.
Risks specific to an investment in the Fund
Rental income and Distribution risks
Distributions made by the Fund will be largely dependent on the rents received from tenants across the Fund's portfolio and expenses incurred during operations, which may be affected by a number of factors, including; overall economic conditions, the financial condition of tenants (including tenant arrears or default), ability to extend
leases or replace outgoing tenants with new tenants, increase in rental arrears and vacancy periods, reliance on a tenant which leases a material portion of the Fund's
portfolio, an increase in unrecoverable outgoings, and supply and demand in the property market. Any negative impact on rental income has the potential to decrease the value of the Fund and consequently have an adverse impact on distributions or the value of Stapled Securities or both.
Tenant concentration
Some of the properties in the Fund's portfolio are single tenanted, exposing the performance and value of each of those properties to the ability of those tenants to
continue to meet their obligations under the respective leases. In aggregate on completion of the Acquisitions, approximately 60% of gross income will be generated from ten tenants. Of the eight properties currently in the Fund's portfolio, three of these properties have a single tenant (two of the four properties being acquired are
also single tenanted). There is a risk that if one or more of the major tenants ceases to be a tenant, the Fund may not be able to find replacement tenants on lease terms that are at least as favourable as current terms. Should replacement tenants lease the property on less favourable terms this will result in a lower rental return to
the Fund and the overall performance of the Fund will be impacted.
The ability of CPFL to secure lease renewals or to obtain replacement tenants may also be influenced by any leasing incentives granted to prospective tenants and the supply of new industrial properties in the market, which, in turn, may increase the time required to let vacant space.
The forecasts included in this presentation assume all existing leases are performed in accordance with their terms. Failure to do so may cause the Fund’s distributions
and the value of its assets to be materially less than those assumed in the forecasts in this presentation.
Re-leasing and vacancy risks
There is a risk that expiring leases may not be renewed. This may result in a reduction in the Fund’s profits and distributions and a decline in the value of the assets of
the Fund.
Property market valuations
The ongoing value of the properties held by the Fund may fluctuate due to a number of factors. Those relevant to determining value include rental, occupancy levels
and Capitalisation Rates all of which may change for a variety of reasons including those set out above in respect of these particular risks. In addition, the value of
property is influenced by general property market conditions including supply and demand. Valuations represent only the analysis and opinion of qualified experts at a
certain point in time. There is no guarantee that a property will achieve a capital gain on its sale or that the value of the property will not fall as a result of the
assumptions on which the relevant valuations are based proving to be incorrect.
29
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
KEY RISKS
Risks specific to an investment in the Fund
Property liquidity
Property assets are by their nature illiquid investments. The Fund may not be able to realise the assets within a short period of time or may not be able to realise assets
at valuation. This may affect the Fund’s NTA or Stapled Security price.
Capital expenditure
The forecast capital expenditure represents CPFL’s current best estimate of the associated costs in maintaining the Fund's portfolio. There is a risk that the required
capital expenditure exceeds the current forecasts which could lead to increased funding costs and impact distributions. In addition, any requirement for unforeseen
material capital expenditure on the properties could impact performance of the Fund.
Asset risk
Any property in the Fund's portfolio may be damaged or destroyed by flood, fire, earthquake or other disaster. Whilst CPFL will insure the properties in the Fund's
portfolio against such risks, insurance coverage may prove to be insufficient or not available in some circumstances.
Completion risk
CPFL has entered into agreements to acquire the new properties referred to in this document. Failure of a third party to comply with the agreements or the sale
contracts could result in a delay in, or failure to complete, the acquisition of the properties. The acquisition of the property at Grenfell Street, Adelaide is subject to
securityholder approval by ordinary resolution at a meeting of securityholders of the Fund under ASX listing rule 10.1. There is a risk approval may not be granted in
which case the Entitlement Offer but not the acquisition of the Grenfell Street property would proceed.
Reliance on third parties
CPFL may engage third party service providers in respect of a part or the whole of the property portfolio, being Centuria Property Services Pty Ltd or third parties
outside the Centuria Group. These services will be subject to contractual arrangements between Centuria and the relevant third parties.
Failure of a third party to discharge its responsibilities as agreed may adversely affect the management and financial performance of Centuria and therefore returns to
investors.
Funding
CPFL may fund future refinancing, capital expenditure and acquisitions from either debt or equity markets. Its ability to do so on favourable terms (including fees and
interest rate margin payable) will depend on a number of factors including general economic conditions, the state of debt and equity markets, as well as on the
reputation, performance and financial strength of the Fund. Changes to any of these underlying factors could lead to an increase in the cost of funding, limit the
availability of funding, as well as increasing the Fund’s refinancing risk for maturing debt facilities. A lack of funding on favourable terms could adversely affect the
Fund’s ability to acquire new properties and to fund capital expenditure.
Gearing
The Fund intends to utilise debt in the future where appropriate, including as a source of funding for the acquisitions of the new properties referred to in this document as well as future acquisitions. The Fund’s gearing is targeted to be 25% to 35%. On completion of the Entitlement Offer and settlement of the Acquisitions, gearing is
expected to be approximately 25%. Gearing is expected to be approximately 19% if the acquisition of Grenfell Street, Adelaide is not approved by Stapled
Securityholders. The level of gearing exposures the Fund to movements in interest rates and increases the Fund’s exposure to movements in the value of the Fund's portfolio. If the Fund’s gearing during the Forecast Period differs from that assumed in the forecast in this document, then distributions may also differ from the forecasts
in this document . Higher gearing over the term of the Fund's debt facilities may also give rise to refinancing risk as the facility approaches expiration.
30 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
KEY RISKS
Risks specific to an investment in the Fund
Breach of covenants
A decline in rental income or the value of the Fund's portfolio may cause the Fund to breach covenants under its debt facilities.
A breach of debt facilities may result in the debt financier enforcing its security over the relevant assets of the Fund's portfolio . The financier may enforce repayment of
the facility, which could result in early sale of a property or properties in the Fund's portfolio at a price less than the optimal sale price, additional equity being required or
distributions being reduced or suspended to accelerate pay down of the debt facility.
Refinancing risks
The Fund’s ability to refinance or repay its debt facilities as they fall due will be impacted by market conditions, the financial status of the Fund and prevailing economic
conditions, including interest rates, at the time of maturity or refinancing. There is a risk that the Fund may be unable to repay or refinance its debt facilities upon maturity, resulting in the Fund having to raise further equity, dispose of assets for a lower market value than could otherwise have been realised, or enter into new debt
facilities on less favourable terms.
Interest Rates
Interest payable on the Fund's debt facility will depend on the interest rate which is comprised of a base interest rate plus interest rate margin. In order to reduce
exposure to the impact of moving interest rates, CPFL has entered into a five-year interest rate swap to hedge 100% of its drawn debt at listing of the Fund. CPFL will
target interest rate hedging of between 50% and 100% of drawn debt.
Derivatives
CPFL will use derivative instruments to hedge the Fund's exposure to interest rates. The mark-to-market valuation of derivative instruments could change quickly and
significantly. Such movements may have an adverse effect on the financial performance and financial position of the Fund.
Sector concentration
The Fund is invested in office or industrial properties in Australian metropolitan markets. As a result of this exposure, the Fund's performance depends, in part, upon the
performance of the Australian office or industrial metropolitan property markets themselves. In addition, if any of the sub-markets in Sydney, Brisbane, Adelaide or
Canberra experiences a downturn in activity, the Fund’s performance may be adversely impacted.
Reliance on Centuria
The Fund will be reliant on the management expertise, experience, support and strategies of the key executives of Centuria. As a result, the Fund’s performance
depends largely on the performance of those executives. As a consequence, loss of key personnel at Centuria could have an adverse impact on the management and performance of the Fund and therefore returns to Investors.
Environmental issues
Unforeseen environmental issues may affect any of the properties in the Fund's portfolio. These liabilities may be imposed irrespective of whether or not the Fund is
responsible for circumstances to which they relate. The Fund may also be required to remediate sites affected by environmental liabilities.
The cost of remediation of sites could be substantial. In addition, if the Fund is not able to remediate the site properly, this may adversely affect its ability to sell the
relevant property or to use it as collateral for future borrowings. Material expenditure may also be required to comply with new or more stringent environmental laws or
regulations introduced in the future, for example in relation to climate change.
31 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
KEY RISKS
Risks specific to an investment in the Fund
Insurance
CPFL will ensure that insurance coverage is maintained in respect of each property within the Fund's portfolio (including insurance for destruction or damage to the
property and public risk liability) where that coverage is available on commercial terms. Insurance coverage will include differing levels of cover for material loss or
damage items such as accidental damage, flood and demolition and removal of debris. Some risks are not able to be insured at acceptable premiums. Examples of
losses that are generally not insured against include war or acts of terrorism and natural phenomena such as an earthquake or hurricane.
Any losses incurred due to uninsured risks, or a loss in excess of the insured amounts, may adversely affect the performance of the Fund, and could lead to a loss of
some of the capital invested by the Fund. Increases in insurance premiums may affect the performance of the Fund. Any failure by the company or companies providing
insurance (or any reinsurance) may adversely affect the Fund’s right of recovery under its insurance.
Insolvency
In the event of any liquidation or winding up of the Fund the claims of the Fund’s creditors will rank ahead of those of its Investors. Under such circumstances the Fund
will first repay or discharge all claims of its creditors. Any surplus assets will then be distributed to the Fund’s Investors. All Investors will rank equally in their claim and
will be entitled to an equal share per Stapled Security.
Development
Speculative development will not be undertaken within the Fund. However, in certain circumstances, the Fund may be exposed to development risk, resulting from the
refurbishment of properties or additions and extensions to properties. Property development carries a number of risks, including: issues surrounding planning and authority approvals, which can result in delays or require amendments both of which may result in increased costs, time delays and impact the commercial viability of
the development; delivery and contractual issues with building contractors; and unforeseen circumstances which cause project delays or increases to project costs.
A number of factors affect the earnings, cash flows and valuations of commercial property developments, including project costs, scheduled completion dates and
securing tenants at estimated rental income.
Occupational health and safety
There is a risk that liability arising from occupational health and safety matters at a property in the Fund's portfolio may be attributable to CPFL as the landlord instead
of, or as well as, the tenant. To the extent that any liabilities may be incurred by the Fund, this may impact upon the financial position and performance of the Fund (to the extent not covered by insurance). In addition, penalties may be imposed upon CPFL which may have an adverse impact on the Fund and/or CPFL.
Dilution
Investors who do not participate in the Entitlement Offer, or do not take up all of their entitlement under the Entitlement Offer, will have their investment in the Fund
diluted and receive no value for their entitlement. Investors may also have their investment in the Fund diluted by future capital raisings by CPFL on behalf of the Fund.
CPFL may issue new Stapled Securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of an Investor's interest. CPFL will only raise equity if it believes that the benefit to Investors of acquiring the relevant assets or reducing gearing is greater than the short term detriment
caused by the potential dilution associated with a capital raising.
Disputes and litigation
In the ordinary course of its operations, the Fund may be involved in disputes and possible litigation. While the extent of any disputes and litigation cannot be
ascertained at this time, any such dispute may be costly and impact earnings or the value of the Fund’s assets.
32
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
KEY RISKS
Risks specific to an investment in the Fund
Compliance
CPFL is subjected to strict regulatory and compliance arrangements under the Corporations Act and ASIC policy. If CPFL breaches the Corporations Act or the terms of
its Australian Financial Services Licence, ASIC may take action to suspend or revoke the licence, which in turn would adversely impact the ability of CPFL to operate
the Fund.
ASX listing
The Fund being listed on the ASX imposes various listing obligations with which the Fund must comply on an ongoing basis. While CPFL must comply with its listing
obligations, there can be no assurance that the requirements necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.
General risks of an Investment in the Fund
General Investment
There are risks associated with any financial market investment. These include: There can be no assurance that Stapled Securities will trade at any particular price or
that any capital growth of the Fund's assets will lead to a higher trading price for Stapled Securities. Past performance of Stapled Securities provides no guidance as to
the future performance of Stapled Securities. The market price of Stapled Securities may be at a discount to the Fund’s NTA per Stapled Security and there can be no assurance that liquidity will be maintained in the market for the Stapled Securities as the number of buyers and sellers of Stapled Securities will vary. Changes in
liquidity may affect the price at which investors are able to sell their Stapled Securities. If CPFL issues new Stapled Securities in the Fund, an existing investor's proportional interest in the Fund may be reduced, if an Investor does not reinvest their distribution while a distribution reinvestment plan is operating, then their interest
in the Fund may be diluted and the market price of the Stapled Securities may be affected by factors unrelated to the operating performance of the Fund, such as those
referred to under the heading ‘Macro-economic risks’ below, investor sentiment, Australian and international financial market conditions, and the performance of other property businesses and assets. The security prices for many listed entities have in recent times been subject to wide fluctuations, which in many cases may be a
reflection of a diverse range of influences not specific to those listed entities.
Macro-economic
Changes in the general economic outlook both in Australia and globally may impact the performance of the Fund and its portfolio.
No guarantee of Distribution or capital return
Neither CPFL nor any other person gives a guarantee as to the amount of any income or capital return from the Stapled Securities or the performance of the Fund, nor
do they guarantee the repayment of capital from the Fund.
Taxation
There may be tax implications arising from applications for Stapled Securities, the receipt of distributions (if any) and returns of capital from the Fund, and on the disposal of Stapled Securities as well as the tax regime applicable to the Fund. The Fund or an investment in the Fund can also be subject to tax risks on the basis that
tax laws (including income tax, GST or stamp duty legislation) and relevant administrative practices are subject to change, possibly with retrospective effect. Taxation
law may change due to changes in legislation, case law in Australia, rulings and determinations issued by the tax authorities.
33
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
APPENDIX D OFFER JURISDICTIONS
35 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
OFFER JURISDICTIONS
International Offer restrictions
This document does not constitute an offer of Stapled Securities in any jurisdiction in which it would be unlawful. Stapled Securities may not be offered in any country
outside Australia except to the extent permitted below.
United States
This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in
the United States or to US Persons (as defined in Regulation S under the US Securities Act). Any Stapled Securities described in this document have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States or to US Persons absent registration or an exemption from
registration under the US Securities Act.
Hong Kong
The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. This document does not constitute an offer or invitation to
the public in Hong Kong to acquire Stapled Securities. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its
possession for the purposes of issue, this document or any advertisement, invitation or document relating to the Stapled Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Stapled Securities which are
intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) (“SFO”) and the subsidiary legislation made thereunder); or in circumstances which do not result in this document being a “prospectus” as
defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32) (“CO”); or which do not constitute an offer or an invitation to
the public for the purposes of the SFO or the CO. The offer of the Stapled Securities is personal to the person to whom this document has been delivered by or on behalf of the Fund, and a subscription for Stapled Securities will only be accepted from such person. No person to whom a copy of this document is issued may issue,
circulate or distribute this document in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
New Zealand
This document is not a prospectus or investment statement for the purpose of New Zealand law, and has not been registered, filed with or approved by any New
Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The Stapled Securities are not being offered or sold to the public in New Zealand, or allotted with a view to being offered for sale to the public in New Zealand. This document may not be distributed in New Zealand to any person, and no
person in New Zealand may accept a placement of Stapled Securities, other than:
• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or
• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a
minimum subscription price of at least NZ$500,000 for securities of the Fund (“initial securities”) in a single transaction before the allotment of such initial securities
and such allotment was not more than 18 months prior to the date of this document.
36
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
OFFER JURISDICTIONS
Singapore
This document has not been registered as a prospectus with the Monetary Authority of Singapore (MAS) and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the SFA) in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for
you. CPFL is not authorised or recognised by the MAS and the Stapled Securities are not allowed to be offered to the retail public. This document and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase of the Stapled Securities may not be circulated or distributed, nor may the Stapled Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
except to “institutional investors” (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
This document has been given to you on the basis that you are an “institutional investor” (as defined under the SFA). In the event that you are not an institutional
investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the Stapled Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the
SFA provisions relating to resale restrictions in Singapore and comply accordingly.
37
Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are
outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)
Glossary
Defined Term Meaning
Acquisitions Has the meaning given in the Investor
Presentation
Additional New Stapled Securities New Stapled Securities in excess of a Stapled
Securityholder's Entitlement
AEST Australian Eastern Standard Time
Application Monies Monies received from an applicant in respect of
their Application
Application An application for New Stapled Securities under
the Retail Entitlement Offer
ASIC Australian Securities & Investments Commission
ASX ASX Limited (ABN 98 008 624691) and, where
the context requires, the financial market that it
operates (i.e., the Australian Securities
Exchange)
ASX Announcement The announcement released to ASX on 29 April
2015 in relation to the Entitlement Offer and
annexed as Annexure A to this Retail Offer
Booklet
Corporations Act Corporations Act 2001 (Cth)
CPFL Centuria Property Funds Limited (ABN 11 086
553 639)
Distributable Earnings Net profit before tax (excluding transaction costs)
adjusted for straight lining of rental income, rent
free periods, gains or losses arising from
movements in the fair value of investment
properties, mark-to- market adjustment of
derivatives, and other non-cash items and the
amortisation of lease incentives
Distributable Earnings Yield The percentage rate of return calculated by diving
the Distributable Earnings per Stapled Security
by the Issue Price
Distribution The amount of income of the Fund payable to
Stapled Securityholders in accordance with the
constitutions of the Fund
Distribution Yield The rate of return derived by dividing the
Distribution per Stapled Security by the Issue
Price
Early Retail Acceptance Due Date 5.00pm (AEST), Wednesday, 13 May 2015
Early Retail Entitlement Offer Allotment Date Friday, 15 May 2015
Eligible Institutional Stapled Securityholder An Institutional Stapled Securityholder which has
been invited to participate in the Institutional
Entitlement Offer
Centuria Metropolitan REIT
Defined Term Meaning
Eligible Retail Stapled Securityholder A Stapled Securityholder on the Record Date
who:
• has a registered address in Australia or
New Zealand;
• is not in the United States or acting for
the account or benefit of a person in the
United States;
• is not an Institutional Stapled
Securityholder; and
• is eligible under all applicable securities
laws to receive an offer under the Retail
Entitlement Offer.
Eligible Stapled Securityholder An Eligible Institutional Stapled Securityholder or
an Eligible Retail Stapled Securityholder
Entitlement The entitlement to 2 New Stapled Securities for
every 3 Stapled Securities held on the Record
Date by Eligible Stapled Securityholders
Entitlement and Acceptance Form The Entitlement and Acceptance Form
accompanying this Retail Offer Booklet upon
which an Application can be made
Entitlement Offer The offer of New Stapled Securities under the
Institutional Entitlement Offer and the Retail
Entitlement Offer
Final Allotment Date Friday, 29 May 2015
Final Retail Closing Date 5.00pm (AEST), Thursday, 21 May 2015
Fund Centuria Metropolitan REIT, comprising Centuria
Metropolitan REIT No. 1 ARSN 124 364 718 and
Centuria Metropolitan REIT No. 2 ARSN 124 364
656
Ineligible Stapled Securityholder Neither an Eligible Institutional Stapled
Securityholder nor an Eligible Retail Stapled
Securityholder
Institutional Entitlement Offer The offer of New Stapled Securities to Eligible
Institutional Stapled Securityholders and
Institutional Investors, as described in Section 1.2
Institutional Investor a person:
1 in the case of a person with a registered
address in Australia, who is an "exempt
investor" as defined in ASIC Class Order
08/35; or
2 if outside Australia, to whom offers for issue of
Stapled Securities may lawfully be made
without the need for a lodged product
disclosure statement, prospectus or other
disclosure document or other lodgement,
registration, filing with or approval by a
governmental agency (other than one with
which CPFL is willing, in its absolute
discretion, to comply)
Centuria Metropolitan REIT
Defined Term Meaning
Institutional Stapled Securityholder A holder of Stapled Securities on the Record
Date who is an Institutional Investor
Investor Presentation The investor presentation dated 29 April 2015 in
relation to the Entitlement Offer and annexed as
Annexure B to this Retail Offer Booklet.
Issue Price The offer price per New Stapled Security, being
$2.10 per New Stapled Security
New Stapled Securities Stapled Securities offered under the Entitlement