MEMORANDUM
To: Market Participants
From: NZX Client and Data Services
Date: 23 June 2016
Subject: Stride Property Limited ("STR")
Message:
Further to the announcement made by Stride Property Limited ("STR") on 10
June 2016, NZX Regulation advises that subject to shareholder approval, STR
proposes to undertake a restructure of its current business, as described in
more detail in the Explanatory Memorandum and Notice of Meeting dated 10 June
2016 (the Restructuring, Variation Proposal and Associated Transactions).
A Special Shareholders'' meeting to consider the Variation Proposal is
scheduled to be held on 30 June 2016.
Information on the Restructure, Variation Proposal and Associated
Transactions:
o The Variation Proposal comprises the proposal by Stride to amend its
Constitution. The proposed amendments to the Constitution require the
approval of Stride Shareholders by Special Resolution. The effect of the
amendments to the Constitution is that Stride Shares (already held by
Shareholders) and Stride Investment Management Limited (SIML) Shares (to be
distributed to Shareholders) will be Stapled so that they can only be traded
together as a parcel (Stapling). Shareholders are not being asked to vote on
Stapling. However, Stapling will not occur without the Variation Proposal
being approved by Shareholders;
o The restructuring involves the separation of Stride''s real estate
investment management (REIM) business from its property ownership business,
with Stride to retain the property portfolio and SIML to acquire the REIM
business;
o Stride transferred its REIM business to SIML on 29 April 2016 and has
entered into a management agreement with SIML under the terms of which SIML
will manage Stride''s business and its property portfolio;
o If the Variation Proposal is approved, the Stride Board proposes to
distribute the 364,456,209 SIML Shares that Stride holds in SIML, comprising
all of the SIML Shares on issue, to Shareholders on the basis of one SIML
Share for each Stride Share held by them (the Distribution) and to Staple the
shares of each company together so that Stride Shares can only be transferred
if the SIML Shares to which they are Stapled are also transferred. The
Distribution, which will constitute a transfer of SIML Shares to Shareholders
for no consideration, will result in SIML being owned by Shareholders in the
same proportions as they own Stride and ceasing to be a wholly-owned
subsidiary of Stride. The Stapled Securities (ie, The Stride Shares and SIML
Shares) are intended to be quoted on the NZX Main Board securities market as
a single parcel of shares of the Stapled Group (being Stride and any
subsidiaries and SIML and any subsidiaries (SPG)). The Stapling and the
Distribution are, together, referred to as the Restructuring;
o Stride proposes to distribute 91.1 million ordinary shares that it holds in
its wholly-owned subsidiary, Investore Property Limited (Investore or IPL),
to Shareholders for no consideration (the Demerger) where one Investore share
will be
distributed for every four Stride Shares held; and
o Investore proposes to offer additional ordinary shares for subscription to
Eligible Stride Shareholders and to other eligible investors under a
regulated offer (the IPO) to raise between $150 million and $185 million to
fund in part the proposed purchase by Investore of 14 ''Countdown'' branded
supermarkets (the Acquisition) from Shopping Centres Australasia Property
Group Trustee NZ Limited as trustee for the Shopping Centres Australasia
Property NZ Retail Trust (SCA).
Following the Demerger and the IPO, Stride will hold 19.9% of the shares in
Investore, with the remainder of its shares held by:
o Shareholders who hold Stride Shares on the Record Date for the Demerger;
and
o investors who acquire Investore shares under the IPO.
The Demerger, the IPO and the Acquisition are, together, referred to as the
Associated Transactions.
The Restructuring will facilitate and support growth in the REIM business for
the benefit of Shareholders without adversely affecting the PIE tax treatment
that Shareholders receive from Stride''s property ownership business. In the
absence of the Restructuring, with the continued growth of the REIM business
within the existing Stride group, Stride is likely to lose its PIE tax
status. The amendments to the Constitution set out in the Variation Proposal
to provide for Stapling, which is a key part of the Restructuring, require
the approval of Shareholders by Special Resolution.
A timetable of events is detailed in the attached:
Please contact Client and Data Services on +64 4 496 2853 or cds@nzx.com with
any queries.
ENDS
End CA:00284543 For:STR Type:MEMO Time:2016-06-23 13:20:22