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$: Guide Slides · Presentation\Presenation\GROWTHPOINT - PARTIAL OFFER AND SHARE SUBSCRIPTION IN CAPITAL & REGIONAL PLC.pptx Guide Slides PARTIAL OFFER AND SHARE SUBSCRIPTION IN CAPITAL$
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IBDROOT\PROJECTS\IBD-LN\LORDS2019\636765_1\2. Presentation\201908xx Giraffe_Cougar Acquisition

Presentation\Presenation\GROWTHPOINT - PARTIAL OFFER AND SHARE SUBSCRIPTION IN CAPITAL &

REGIONAL PLC.pptx

Guide Slides PARTIAL OFFER AND SHARE SUBSCRIPTION IN CAPITAL & REGIONAL PLC

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LEGAL DISCLAIMER

NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISIDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR

REGULATIONS OF SUCH JURISDICTION.

THIS PRESENTATION IS A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND IS BEING ISSUED BY GROWTHPOINT PROPERTIES LIMITED. THIS

PRESENTATION HAS BEEN APPROVED AS A FINANCIAL PROMOTION FOR PUBLICATION IN THE UNITED KINGDOM BY GOLDMAN SACHS INTERNATIONAL WHICH IS AUTHORISED BY THE PRUDENTIAL REGULATION

AUTHORITY (THE “PRA”) AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND PRA (FRN: 142888).

This presentation has been prepared by Growthpoint Properties Limited (“Growthpoint”) in connection with the recommended investment by Growthpoint in Capital & Regional plc (“Capital & Regional”) by way of a

partial offer and a share subscription (the “Transaction”). These slides do not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate Giraffe, Capital & Regional or the

business prospects of the Transaction. The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this presentation or by

reading the presentation slides, you agree to the conditions set out below. This presentation (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute,

represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any

jurisdiction. No shares are being offered to the public by means of this presentation. You should conduct your own independent analysis of Growthpoint, Capital & Regional and the Transaction, including consulting your

own independent advisers in order to make an independent determination of the suitability, merits and consequences of the Transaction. The release, presentation, publication or distribution of this presentation in

jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom and South Africa should inform themselves

about and observe any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. This presentation is not intended to

be available to, and must not be relied upon, by any other person.

None of Growthpoint, its shareholders, subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives and advisers (the “Relevant Parties”) makes any representation or

warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained herein or

therein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein or therein is, or shall be relied upon as, a promise or

representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein or therein. Further,

nothing in this presentation should be construed as constituting legal, business, tax, actuarial, financial or other specialist advice. None of the Relevant Parties has independently verified the material in this

presentation. No statement in this presentation is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that cash flow from operations, free cash

flow, earnings, earnings per share or income for Growthpoint or Capital & Regional, as appropriate, for the current or future financial years would necessarily match or exceed the historical published cash flow from

operations, free cash flow, earnings, earnings per share or income for Growthpoint or Capital & Regional, as appropriate.

Any statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies

referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Neither Growthpoint nor its directors will be responsible for any information set out in this presentation relating to Capital & Regional or its group. Each of the Growthpoint directors, whose names are set out on the

“Board of Directors” page of the Growthpoint website at https://growthpoint.co.za/Pages/Corporate-Governance.aspx#tab_Directors accepts responsibility for the information contained in this presentation other than

any financial information or any other information relating to Capital & Regional, its group or its directors set out in this presentation, provided that the only responsibility accepted by them in respect of information

relating to Capital & Regional, its group and its directors, which has been compiled from public sources, is to ensure that such information is correctly and fairly reproduced and presented. To the best of the

Growthpoint directors’ knowledge and belief (who have taken all reasonable care to ensure that such is the case), the information contained in the relevant slides in this presentation is in accordance with the facts and

does not omit anything likely to affect the import of such information. As a result of rounding, the totals of data presented in this presentation may vary slightly from the actual arithmetic totals of such data.

The companies in which Growthpoint directly and indirectly owns investments are separate entities. In this presentation “Growthpoint” is sometimes used for convenience where references are made to Growthpoint and

its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by

identifying the particular company or companies. Similar references are made to “Capital & Regional” with similar logical application.

This document may contain certain ‘forward-looking statements’ with respect to Growthpoint’s or Capital & Regional’s plans and their current goals and expectations relating to future financial condition, performance,

results, strategy and objectives. For example, statements containing words such as ‘may’, ‘will’, ‘should’, ‘continue’, ‘aims’, ‘estimates’, ‘projects’, ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘pursues’, ‘seeks’,

‘targets’, ‘goals’, ‘risks’, ‘outlook’ and ‘anticipates’, and words of similar meaning, may be forward-looking. By their nature, all forward-looking statements involve risk and uncertainty because they are based on

information available at the time they are made, including current expectations and assumptions, and relate to future events and circumstances which may be or are beyond Growthpoint or Capital & Regional’s control.

As a result, Growthpoint or Capital & Regional’s actual future financial condition, performance and results may differ materially from the plans, goals, strategy and expectations set forth in the forward-looking

statements. Persons receiving this document should not place undue reliance on forward-looking statements. Neither Growthpoint nor Capital & Regional undertake any obligation to update any of the forward-looking

statements contained in this document or any other forward-looking statements it may make (save as required by applicable laws and regulations). Past performance is not an indicator of future results and the results of

Growthpoint and Capital & Regional in this document may not be indicative of, and are not an estimate, forecast or projection of, Growthpoint’s or Capital & Regional’s future results.

The Transaction relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the U.S. Any financial statements or other information included in

this presentation may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are

prepared in accordance with generally accepted accounting principles in the U.S. It may be difficult for U.S. holders of shares in Capital & Regional to enforce their rights and any claims they may have arising under the

U.S. federal securities laws in connection with the Transaction, since Growthpoint is located in a country other than the U.S., and some or all of its officers and directors may be residents of countries other than the

United States. U.S. holders of shares in Capital & Regional may not be able to sue Growthpoint or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to

compel Growthpoint and its affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

This presentation should be read in conjunction with the announcement made by Growthpoint and Capital and Regional on 17 October 2019 pursuant to Rule 2.7 of the City Code, the offer document to be published by

Growthpoint and the prospectus and shareholder circular to be published by Capital & Regional (the “Public Documents”) in connection with the Transaction, which are available or will be made available in due course

at www.growthpoint.co.za and www.capreg.com. Any decision taken in relation to the Transaction should only be taken by reference to the information set out in (or otherwise incorporated by reference into) the Public

Documents.

https://growthpoint.co.za/Pages/Corporate-Governance.aspx#tab_Directors



http://www.growthpoint.co.za/

http://www.capreg.com/

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Transaction Overview

51.2%

£78m

New Capital

CAPITAL & REGIONAL

Acquisition of 51.2% of Capital & Regional in two

interconditional steps for a total consideration of £150m

Contractual partial offer to existing shareholders for 30.3%

of their holdings at 33p per share

Subscription for £78m of new capital at 25p per share

Use of capital

At least £50m to reduce and/or restructure existing debt

Balance to fund capital expenditure

To be funded from a debt facility

Subject to, amongst others, Capital & Regional shareholder

approval

Obtained combination of irrevocable undertakings and

letters of intent

44.4% of issued shares to vote in favour of the Proposed

Transaction

18.5% of issued shares to accept the Partial Offer at 33p per

share

Capital &

Regional

Total of 531m

shares at a

weighted average

price of 28.3p

Source: Rule 2.7 Announcement

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The Mall, Blackburn

Leasehold covered shopping centre

on three floors

55,741 m2 / 600,000 sq ft

122 lettable units

Value £75m

The Marlowes, Hemel Hempstead

Freehold covered shopping centre and

high street parades

32,516 m2 / 350,000 sq ft

109 lettable units

Value £41m

The Mall, Luton

Leasehold covered shopping centre

on two floors

83,612 m2 / 900,000 sq ft

170 lettable units

Value £160m

The Mall, Maidstone

Freehold covered shopping centre

on three floors

46,451 m2 / 500,000 sq ft

107 lettable units

Value £61m

CAPITAL & REGIONAL PORTFOLIO

Dominant Town Centre Locations With A London/South-East England Focus

The Exchange, Ilford

Predominantly freehold covered

shopping centre on three floors

27,871 m2 / 300,000 sq ft

79 lettable units

Value £82m

The Mall, Walthamstow

Leasehold covered shopping

centre on two floors

24,155 m2 / 260,000 sq ft

69 lettable units

Value £127m

The Mall, Wood Green

Freehold partially open

shopping centre on two floors

50,167 m2 / 540,000 sq ft

109 lettable units

Value £219m

Hemel Hempstead

Luton

Wood Green

Walthamstow

Geographic Footprint

Blackburn

Maidstone

Ilford

Source: Capital & Regional 2018 Integrated Annual Report and Rule 2.7 Announcement

Total Portfolio Value £ 764m / Total Portfolio Area 3,450,000 sq ft, 320,513 sq m

Value £ 222 per sq ft

London56%

South East34%

Regional10%

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KEY STATISTICS

Source: Rule 2.7 announcement and annexes to this document

NIY

Implied Adjusted Profit yield post transaction

6.5 %

10.1 %

LTV post transaction

Portfolio value

Portfolio value per sq ft

44 %

£764m

£222

NAV per share post transaction 40p

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IBDROOT\PROJECTS\IBD-LN\LORDS2019\636765_1\2. Presentation\201908xx Giraffe_Cougar Acquisition Presentation\Presenation\GROWTHPOINT - PARTIAL OFFER AND SHARE SUBSCRIPTION IN CAPITAL & REGIONAL PLC.pptx

CAPITAL & REGIONAL’S ATTRACTIVE PLATFORM

Source: Growthpoint 2019 Integrated Annual Report

Unique opportunity to create a platform to consolidate the UK real estate market, similar to GOZ

in Australia

Our Internationalisation Strategy Growthpoint Australia’s Evolution 2009 to 2019

Initial Investment

30 June 2009 30 June 2019

Market Capitalisation A$0.3bn A$3.0bn

Market Value of

Investment A$0.2bn A$2.0bn

Total Invested Since

Inception A$1.1bn

Total Number of

Properties 23 57

Property Value A$0.6bn A$4.0bn

Back existing management teams

Strategic insight, planning, governance and controls,

financial and treasury discipline

Provide access to capital to participate in

consolidation

We have provided c. £1bn of capital to investee

companies

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INVESTMENT CASE The acquisition is aligned with Growthpoint’s internationalisation strategy

Transitioning from a fashion led ‘wants’ based offering to a community led ‘needs’ offering

Portfolio has leading positions in the markets they serve combined with sustainable rental levels averaging £15 per

square foot

Strong management team

Strategy

Asset Transformation

Positioning

Platform

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As of 30 June 2019 (Rm) Pro Forma For the Capital & Regional Acquisition (Rm)

Book Value of

Property Assets

EBIT

RSA V&A GOZ GWI C&R

6,122 628

1,449

598

411

INCREMENTAL FURTHER STEP IN OUR INTERNATIONALISATION

Source: Bloomberg, Growthpoint FY19 Results Presentation and Capital & Regional June 2019 results announcement and the Rule 2.7 Announcement.

1. Includes 100% of RSA, 50% of the V&A Waterfront, 66.0% of GOZ, 29.8% of GWI (as reported in Growthpoint’s FY19 results) and 51.2% of Capital & Regional (assuming completion of the proposed transaction).

2. Capital & Regional property values are as at 30 September 2019 and are translated at the 30 September 2019 GBP ZAR of 18.6.

3. Capital & Regional EBIT calculated as gross profit less administrative costs and is inclusive of income from associates for the last 12 months to 30 June 2019. Figures have been translated at the average GBPZAR for the period 1 July 2018 to 30

June 2019 of 18.4

78,304

9,567

25,528

12,788

6,122

628

1,449

598

International

30.3%

International

23.3%

International

34.1%

International

26.7%

78,304

9,567

25,528

12,788

7,283

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ANNEX: ADJUSTED PROFIT YIELD CALCULATION

Source: Capital & Regional reporting for 2018 and 2019H1. Note: Excludes any adjustments to Adjusted Profit as a result of new capital

Adjusted Profit H1 2018 FY18 H2 2018 H1 2019 LTM

Adjusted Profit reported 15.5 30.5 15.0 14.8 29.8

LTM 'Adjusted Profit' 29.8 [a]

note: excludes SBP, change in value of financial instruments as per Capital & Regional reporting

Implied market capitalisation 293.8 [b]

Yield 10.1% [a]/[b]

Calculations

Cougar Implied Market Capitalisation

Shares outstanding # 726,389,117

Share Subscription # 311,451,258

Total shares 1,037,840,375

Weighted average offer price GBp 28.3 Weighted average combination of

Implied market cap GBPm 293.8 [b] primary and secondary shares

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ANNEX: LTV AND NAV PER SHARE CALCULATION

Source: Rule 2.7 announcement. Note: Calculations exclude costs

Value Adj. Post transaction

Net debt - June 2019 413.1 (77.9) 335.2

Valuation - September 2019 764.4 764.4

Proforma LTV 54% 44%

Rolled-Forward Capital & Regional September 2019 NAV 340.8 77.9 418.7

Shares 726,389,117 311,451,258 1,037,840,375

Proforma NAV per share (p) 47 40