Goodman Property Trust's manager says it will raise up to $175 million from a $150m placement to institutions and up to $25m in a retail offer to existing unitholders.
The institutional placement is underwritten by Jarden Partners and UBS New Zealand and the new shares in both issues will be sold at $2.10, a discount to yesterday's $2.195 closing price. Trading in the units is halted for the placement to occur.
There is no apparent urgency for the funds since the manager says in a statement that the new equity will provide "additional balance sheet capacity that will be used to fund current commitments and future investment and development opportunities in the supply-constrained Auckland industrial market."
Goodman's largest unitholder and owner of the manager, Australia-based Goodman Group, says it will participate in the placement for its pro-rata equivalent. It has a 21.59 per cent stake.
The retail offer allows New Zealand-resident unitholders to subscribe for up to $50,000 of new units each. Goodman is targeting $15m but will accept up to $10m of oversubscriptions "at the manager's discretion."
Goodman says the equity raising is structured to be "fair to all existing unitholders with the issue price being the same as the placement."
Retail investor group, the New Zealand Shareholders' Association, has been a vocal critic of the use of placements unless there's an urgent need to raise capital.
But John Dakin, the manager's chief executive, says anti-money laundering legislation makes it impractical to do a pro-rata type capital raising such as a rights issue.
"If we issue any new equity, the people applying for that have to provide all the details required by the AML," Dakin says.
"Every single one of our 9,500 unitholders would have to go through sending in their passports and their electricity bills. It's made that approach pretty well impossible for a unit trust."
Typically, with a pro-rata issue, the company would auction the shares not taken up and pay the difference between the offer price and the auction price back to the non-participating investors. Dakin says that could result in cheques as small as $10 and that few non-participating shareholders would be likely to provide the details required by AML rules, leaving Goodman sitting on cash it couldn't distribute.
The placement and retail offer "is the best structure we can come up with, given the legislative situation we've got."
Chair of the manager, Keith Smith, says the placement will reduce the trust's committed gearing to just 21.2 per cent. That's down from 23.7 per cent at March 31 and below the board's preferred range of 25-35 per cent.
Goodman also announced plans to spend $74.9m on five new industrial developments in Auckland on a build-to-lease basis. They are expected to generate $4.6m in annual rental income once fully leased and income-producing.
The trust already has $140.7m of other projects currently underway.
Dakin says the trust's portfolio is fully let and the new projects will provide much-needed new supply.
"Historically low vacancy levels and a lack of appropriately zoned development land means the Auckland industrial market is supply-constrained," Dakin says.
Reflecting this supply constraint and the buoyant market, the manager expects the trust to record about a $170m revaluation gain, an increase of more than 6 per cent, in its accounts for the six months ended September, lifting the portfolio's value to more than $2.8 billion.
Goodman says the trust's capitalisation rate – which moves down as property values rise – has strengthened – or declined – by about 30 basis points to 5.4 per cent since March on a like-for-like basis.