Letter to Centuria Capital Shareholders

31 May 2016

Centuria Acquisition of stake in GPT Metro Office Fund

As you may be aware from media coverage and ASX announcements, Centuria Capital Limited (Centuria or Centuria Capital) last week acquired on balance sheet 12.6% of GPT Metro Office Fund (GMF), a listed Real Estate Investment Trust.

Centuria Metropolitan REIT (CMA) has also acquired 3.6% of GMF. CMA is managed by Centuria Capital subsidiary Centuria Property Funds Limited (CPFL). Accordingly, Centuria Capital and CMA’s combined holding is 16.1%.

Subsequent to these purchases, on 23 May 2016, CMA provided a proposal to the GMF independent board committee (IBC) that CMA and GMF be combined to create a merged entity.

We have scrutinised this transaction carefully and we are firmly of the view that the acquisition of the strategic stake and the support for the CMA merger proposal is strongly in the interests of all shareholders.

Background

Centuria believes that a merged CMA/GMF office REIT would create the most dominant pure play investment vehicle in the metropolitan REIT market with total assets exceeding $830 million if the existing portfolios are combined.

Investment rationale for Centuria shareholders

At the core of this transaction is the combination of two highly complementary metropolitan property portfolios

On successful implementation of the merger the market capitalisation of CMA has the potential to increase from circa $260 million to over $500 million

The merged Centuria Metropolitan REIT would represent a rational expansion of our CPFL subsidiary and would grow total group funds under management to over $2.3 billion.

Centuria support

Centuria intends to maintain the significant GMF stake it has built up as it represents an earnings accretive interest in one of its core business areas being management of listed REIT’s. The co-investment stake is on-strategy with Centuria’s aim of increasing recurring revenues within the group.

Further details

As the merger transaction proceeds through a competitive process, from time to time you may see reporting of this transaction in media or market commentary. Other parties may also seek to question Centuria’s capability and capacity to acquire the GMF portfolio. This will not distract us from our disciplined review of the opportunity and we will keep you, our shareholders, informed as matters progress.

You can view details of the proposal via the link below:

http://centuria.com.au/wp-content/uploads/2016/06/Website-CNI-Announcement-CMA-Take-Over-Bid-to-Acquire-GPT-Metro-Office-Fund-16.06.2016.pdf

We are pleased to report the Independent Board Committee intends to recommend the CMA Takeover Bid to GMF investors and Centuria Capital will continue to support CMA in progressing the bid.  You can view details via the link below:

http://centuria.com.au/wp-content/uploads/2016/06/IBC-of-GPT-Metro-Office-Fund-Supports-CMA-Offer.pdf

 

Yours sincerely,

John%20McBain_Hi-Res_Signature
John McBain
Group CEO

See letter to CMA shareholders here.
Information about the GPT Metro Office Fund can be found here