27 March 2017
NZX Announcement from NPT Limited
UPDATE ON PROPOSED TRANSACTION WITH KIWI PROPERTY GROUP LIMITED
NPT Limited (NPT) wishes to update shareholders that, further to its
announcement of 3 March 2017, it expects to conclude arrangements with Kiwi
Property Group Limited (Kiwi Property) regarding its proposal to NPT in the
next few days, and to call a special meeting of shareholders at that time.
It anticipates that the special meeting of shareholders will be held in
April.
As soon as discussions with Kiwi Property have been concluded, a further
announcement about the proposed transaction will be made. Pending that
announcement, NPT wishes to provide the following information for
shareholders:
Kiwi Property Proposal
Under the Kiwi Property Proposal, and subject to certain conditions including
the approval of shareholders, it is intended that:
o A Kiwi Property subsidiary will sell The Majestic Centre and North City
Shopping Centre (the Kiwi Properties) to two NPT subsidiaries for a total
consideration of $230 million, being a price supported by independent market
valuations dated 31 December 2016;
o Kiwi Property will pay NPT a one-off amount of $6 million to acquire the
right to manage NPT and its property portfolio; and
o Kiwi Property will subscribe for new, fully paid ordinary shares in NPT and
become a cornerstone shareholder in NPT, with a shareholding (including any
shares held by Kiwi Property prior to the subscription for shares) of
approximately 19.9%.
NPT and its subsidiaries propose to fund the acquisition of the Kiwi
Properties through additional bank borrowings and by making a pro-rata
entitlement offer of new shares to eligible existing shareholders, together
with the placement of new shares to Kiwi Property as described above. Further
details of the proposed transaction and entitlement offer will be provided to
shareholders in the notice of special meeting.
Dividend guidance
On 9 March 2017, NPT declared a dividend for the third quarter of the 31
March 2017 financial year of 0.90 cents per share, payable on 30 March 2017.
NPT''s dividend guidance for the year ending 31 March 2017 is 3.60 cents per
share, and is consistent with its dividend policy of paying out between 90%
and 100% of Distributable Profit. However, in the event that the Kiwi
Property Proposal proceeds, the fourth quarter dividend per share (payable in
respect of the 31 March 2017 financial year), would be adjusted to reflect
the increased number of shares on issue as a result of the proposed
entitlement offer. Shareholders who take up all their entitlements under that
offer and subscribe for new shares will receive the full benefit of that
dividend as if there had been no adjustment; that is, a cash amount equal to
0.9 cents per share based on the number of shares on issue today. NPT intends
to pay its dividend for the fourth quarter of the 31 March 2017 financial
year in May 2017.
In respect of dividend guidance for the year to 31 March 2018, if the Kiwi
Property Proposal proceeds, the Board expects to at least maintain its
dividend guidance of 3.60 cents per share on all shares, including those
issued under the Kiwi Property Proposal. If the Kiwi Property Proposal does
not proceed, the Board will review its dividend guidance for the year to 31
March 2018, but advises shareholders that it expects that transaction costs
incurred in respect of the Kiwi Property Proposal will negatively impact
dividends for that financial year.
Shareholders will receive a further update on dividend guidance in the notice
of special meeting to be sent to shareholders once negotiations with Kiwi
Property are concluded.
Notice of special meeting
Shareholders are urged to read carefully all information that will be sent to
shareholders as the notice of special meeting will contain important
information relating to the Kiwi Property Proposal.
ENDS
Tony Osborne
Chief Executive Officer
NPT Limited
T 09 302 4586
M 021 606 088
E tony@npt.co.nz
Any media inquiries to be directed to:
Karyn Arkell
027 475 3511
End CA:00298896 For:NPT Type:GENERAL Time:2017-03-27 14:40:14