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On 5 December 2018, Charter Hall WALE Limited, as responsible entity for Charter Hall Long WALE REIT (CLW or the REIT), announced an underwritten $125 million, 1 for 8.1 accelerated non-renounceable entitlement offer (Entitlement Offer) of new securities (New Securities) at an offer price of $4.05 per New Security.
The Entitlement Offer will raise approximately $125 million and the proceeds used to partially fund the acquisition of a 100% interest in a portfolio of 27 agri-logistics properties for a total consideration of $2071 million (Acquisition). The Acquisition comprises hatcheries, feedmills and breeder farms and the total consideration reflects a weighted average capitalisation rate of 7.35%.
Key highlights of the Acquisition include:
100% leased to a subsidiary of Inghams Group Ltd., a S&P/ASX 200 company and the largest poultry producer in Australia with revenue of over $2 billion in FY18;
Strategic assets to Inghams’ Australian business, representing the majority of its long-term supply chain infrastructure for raw materials;
Large land holdings giving Inghams the flexibility to expand production capacity on existing sites to meet the growing demand for poultry products in Australia;
Acquisition features a triple net lease structure with a remaining lease term of 15.8 years; and
Acquisition portfolio is geographically diversified across all Australian states and introduces exposure to the agri-logistics sector which is underpinned by strong industry fundamentals.
The Entitlement Offer comprises an institutional entitlement offer (Institutional Entitlement Offer) and an offer to Eligible Retail Securityholders (as defined below) to participate on the same terms (Retail Entitlement Offer). The Entitlement Offer is being made by CLW in accordance with section 1012DAA of the Corporations Act 2001 (Cth) (Act) as modified by the Australian Securities and Investments Commission Corporations Instrument (Non-Traditional Rights Issue) Instrument 2016/84, meaning that no product disclosure statement or other disclosure document needs to be prepared. The Institutional Entitlement Offer has already closed and the results announced to the ASX.
This notice is to inform you about the Retail Entitlement Offer and to explain why you will not be able to subscribe for New Securities under the Retail Entitlement Offer. This letter is not an offer to issue New Securities to you, nor an invitation for you to apply for New Securities. You are not required to do anything in response to this letter.
Details of the Retail Entitlement Offer
The Retail Entitlement Offer is being made to Eligible Retail Securityholders (as defined below), on the basis of 1 New Security for every 8.1 existing securities held at 7:00pm (Sydney time) on Friday, 7 December 2018 (Record Date). Documents relating to the Retail Entitlement Offer were lodged with the ASX on Tuesday, 11 December 2018 and are being mailed to Eligible Retail Securityholders.
CLW has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules and section 9A(3)(a)
of the Act, that it would be unreasonable to make offers to securityholders in countries other than Australia and New Zealand in connection with the Retail Entitlement Offer having regard to:
(a) the relatively small number of securityholders in the other jurisdictions where the Retail Entitlement Offer would be made;
(b) the number and value of securities for which such securityholders would otherwise have been entitled; and
(c) the costs of complying with the legal and regulatory requirements in each other jurisdiction where the Retail Entitlement Offer would be made.
Securityholders who are eligible to participate in the Retail Entitlement Offer (Eligible Retail Securityholders) are securityholders who:
(a) are registered as a holder of Securities as at 7.00pm (Sydney time) on the Record Date;
(b) have a registered address in Australia or New Zealand as listed on CLW’s security register on the Record Date;
(c) are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such a person holds securities in CLW for the account or benefit of such persons in the United States);
(d) were not institutional securityholders eligible to participate under the Institutional Entitlement Offer (and were not treated as ineligible institutional securityholders under the Institutional Entitlement Offer); and
(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus or other formal offer document to be lodged or registered.
CLW may (at its absolute discretion) extend the Retail Entitlement Offer to certain institutional securityholders in foreign jurisdictions who did not participate in the institutional component of the Entitlement Offer (subject to compliance with applicable laws).
Unfortunately, CLW has determined that you do not satisfy the eligibility criteria for an Eligible Retail Securityholder stated above. Accordingly, CLW wishes to advise you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Securities under the Retail Entitlement Offer. You will also not be sent the retail offer document relating to the Retail Entitlement Offer nor be able to subscribe for New Securities under the Retail Entitlement Offer.
As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for entitlements in respect of any New Securities that would have been offered to you if you were eligible.
If you have any questions in relation to any of the above matters, please contact the Charter Hall Long WALE REIT Offer Information Line on +61 1300 303 063 from 8.30am to 5.30pm (AEDT), Monday to Friday. For other questions, you should contact your stockbroker, accountant, taxation advisor, financial adviser or other professional adviser.
On behalf of the Board and management of Charter Hall WALE Limited, thank you for your continued support of CLW.
Company Secretary, Charter Hall WALE Limited as responsible entity of the Charter Hall Long WALE REIT
1 Excluding transaction costs