Listed Property Trusts

[lakeside]

Well still no news on SLPF. I found this from Chris Lee last year so something should be due soon. They had a bit of a wind fall with Elrond Holdings last year.

One thing about SLPF is they cop a high brokerage - like buying fixed interest. Has anyone found a cheaper way to buy/sell unlisted stocks - I don't know why the brokers take so much, I guess its all a bit old fashioned & manual.

At least SLPF haven't been getting fund manager money at the cost of shareholders like APT does - I somehow aren't confident that small shareholders are APTs no one priority.

any way here tis.

Taking Stock 13-4-2006

When St Laurence advised the market this week that its subsidiary St Laurence Property & Finance would soon be announcing a windfall profit of around $30 millions after tax, there should have been three sets of people cheering.

Obviously those who recently bought SLPF bonds will be cheered that the company's balance sheet is to be further strengthened.

Cheering even louder will be those who own the 12'08, 9 per cent convertible notes, which St Laurence issued in what may have been the most extraordinary demonstration of corporate generosity in recent history.

This came about just three years ago when some of St Laurence's roughly 12 property syndicates were struggling to maintain their values, and faced possible interest payment reductions.

All such syndicates had these problems, those run by Waltus and Money Mangers generally having bigger problems.

Waltus and Money Managers both addressed the problem by offering an amalgamation at current values into new funds, arguing that the combined fund would have economies of scale that would over time solve some of the problems. These offers were no doubt fair but did nothing to ease the pain.

St Laurence offered to buy out, at a 10 per cent premium over market value, and offered investors notes in St Laurence Property & Finance that would convert at one share per note, in December 2008.

SLPF was a company that St Laurence owned and was generating growing profits, meaning that by 2008 each share would likely be worth much more than one dollar.

Effectively, St Laurence gave away most of SLPF to their syndicate investors, almost as an apology for the moderate or poor performance of a small number of the syndicates. (Some had done very well).

Well today SLPF's asset backing per share will be close to $1.50 and it is quite conceivable that by 2008 that figure could be still higher, perhaps significantly higher.

What that means is that even the investors in the worst syndicates, Capital Office, Wakefield and Thorndon, will own shares with an asset backing worth more than the investor's original stake.

The notes, currently trade at $1.05, an absurd discount to asset backing.

If SLPF chose to list this year, and convert the notes to shares early, I would expect its share price to be much nearer $1.50 than $1.05.

The controlling shareholder of St Laurence is Kevin Podmore whose reputation means more to him than more money, an attitude that differentiates him from so many whose activities focus on property. He has my respect and admiration.

And who will be the third group cheering the St Laurence result?

It might be those who are offered units in a new fund St Laurence is to issue soon, the St Laurence Property Development Growth Fund. This fund will offer $9,000 of bonds and $1,000 of shares, with a cash return of 13.5 per cent, to be invested in the sort of developments that SLPF has managed well in recent years. Of course there are no guarantees of future profits.

St Laurence itself will invest $1 Million of its own capital for every $1 million of share capital put in by investors.

The fund will operate for a fixed term and can only be rolled over that term if a majority of bond holders vote to roll it over.

[COLIN]

Am also a holder of the SLPF mandatory convertible notes, and I am sure that the discount to NAV will diminish soon, particularly as they become wider known with their links to NAP, DPC, etc., and the repositioning that is going on there.
However, just one point, Lakeside, re your calculation of the asset backing: don't overlook that there has been a bit of dilution following the recent 1:5 rights issue.

[lakeside]

quote:Originally posted by COLIN

Am also a holder of the SLPF mandatory convertible notes, and I am sure that the discount to NAV will diminish soon, particularly as they become wider known with their links to NAP, DPC, etc., and the repositioning that is going on there.
However, just one point, Lakeside, re your calculation of the asset backing: don't overlook that there has been a bit of dilution following the recent 1:5 rights issue.

Hi Colin

Good point.

The dilution was more of an opportunity as it was offered to all investors fairly but APTs are offered to institutions.

I figure that the loss is about 3c (or 3%) to the value as $1.05 paid for 20% new shares and the price was $1.20 so all things being equal they should be $1.17 now (15c discount on 20%).

Certainly the buy vs sell depth looking better now, but a very low profile company. I think Chris Lee is about the only place i have seen them discussed.

[lakeside]

Should have SLPF news in the next couple of weeks. This is the latest I found. I guess the fixed interest notes are a sort of gearing for SLPF investors, like capital properties used to do.

I wonder how Lunn Ave is progressing? 50% with Greenstone. That land was a good buy. I know NZRPT on unlisted has a dairy farm on the Longburn side of Palmy but that is floodable so I don't think it will be developed.

Does anyone know a listed company that has bought land in the 80's on the outskirts of a city that could be developed. A barren hillside in Wellington or something like that.


Published 30 November 2006

St Laurence Property & Finance Ltd made an $8.6 million consolidated after-tax net surplus for the September half on revenue up from $20.1 million to $28.2 million.


The active property investor, managed by Australasian property & finance group St Laurence Ltd, increased rental income and realised $2.2 million of property sale gains. It also recognised $7.7 million of earnings on its investment in the Lunn Avenue & College Rd joint ventures in Mt Wellington, in which it has a 50% interest. Opex was maintained in line with expectations.

Total group assets fell by 3%, from $381 million in March to $370.4 million after $16.9 million of debenture stock was repaid.

The net surplus doesn’t include any gains in the book values of the group’s property portfolio, which will be revalued in March. The portfolio comprises 22 office, industrial & retail properties worth $236.3 million. Net asset backing on a diluted basis increased from $1.39 to $1.45/share from March.

St Laurence Property & Finance has also received notice from St Laurence Ltd of the exercise of its options to subscribe for 19 million ordinary shares at the pre-set issue price of $1.15/share. The options were issued in November 2003 and are exercisable on or before December 2009. The issue of new ordinary shares was expected to be completed today.

St Laurence Property & Finance has 83 million of mandatory convertible notes traded on the Unlisted facility and $80 million of bonds listed on the NZDX.

[lakeside]

Nickel may be the rage but Property is the long term wealth maker - theres no more being made. The Chinese know that.

Note St L buying NAP. The price is dropping. As managers they could do a buyback too though I've never seen that in a property company.

They must see value. $7 million from the Dunedin cinema sale last week.

NAP
11/05/2007
SSH

REL: 1421 HRS The National Property Trust

SSH: NAP: SSH Notice From St Laurence Limited

NOTICE 28652 DETAILS

Submitted Date : 11-May-2007 14:02
Status : Accepted

Substantial : Y Director : N
Add Holder : N Change Holder : Y
Ceased Holder : N Change Nature : N

Issuer Code : NAP The National Property Trust
Holder : St Laurence Limited

Address : 259 Wakefield Street
: Wellington
Country : New Zealand

Contact Name : Jennifer Watt
Phone : 04 903 4828

Total of Interest : 25544718
Total Issued : 128631699
Total % : 19.86

Class : NAP
Votes Attached : 1

Beneficial
Total of Interest :

Non Beneficial
Total of Interest : 9900000
Current % held : 7.22
Names : Clients of Northplan Financial Services
Provisions : 5(1)(f)
Transaction dates : 11 May 2007
Total Votes : 990000
Considerations : $0.8400 per unit

Description :
NAP has on issue 123,812,422 Units listed on NZX. On 30 March 2007 NAP
issued 4,819,277 new units These new units are not listed, but are voting
securities. Accordingly, the total number of voting securities of NAP is
128,631,699.

On 10 May 2007, St Laurence Limited (and its related entities) agreed to
purchase 9,900,000 Units and 2,578,085 CPUs from clients of Northplan
Financial Services. As a result of that transaction, the respective holdings
of St Laurence Limited and its wholly owned subsidiary, St Laurence Property
& Finance Limited, can be broken down as follows:

Non-beneficial holdings (Units)
St Laurence Limited 11,344,718
St Laurence Property and Finance Limited 14,200,000
Total 25,544,718

Non beneficial holdings (CPUs)
St Laurence Limited 2,578,118
St Laurence Property & Finance Limited 7,406,135
Total 9,984,253
Documentation
With Notice : No
Not Filed : Yes
Been Filed : No
Number of pages : 1

Date of Last Notice : 12-Mar-2007

Submitted By : Jennifer Watt

[lakeside]

Rural Properties - Where theres muck there's brass ?
Cushings handing out cash to small share holders? NOT!
Note REL is trading on unlisted. Price has come up from $1.65 in Sept 2006. They manage and own lots (over 50%) of NZRPT also on unlisted.
REL tried to take that over a year or two ago also. They seem to buy farms off families and give them these shares which are illiquid and don't pay much divident but awesome capital gain.

H&G LIMITED MAKES PARTIAL OFFER FOR 10 % OF RURAL EQUITIES LIMITED (REL)
H&G Limited, an investment company of Sir Selwyn and David Cushing, today advised of its intention to make a partial offer for 10% of the shares in REL (2,223,792 shares).

Currently H&G owns 40.83% of REL and other Cushing family entities own 9.27% (50.1 % combined). The partial offer is for 16.89% of the REL shares which are not already held or controlled by H&G (which equates to 10% of the shares in REL).

The consideration offered is $2.75 in cash and the offer is conditional on acceptances being received for at least 2,223,792 shares (together with various other conditions relating to, in summary, no material changes occurring in respect of REL and its subsidiaries).

The price represents a premium of 31% to the last traded price on the unlisted market prior to H&G advising its intention to make the partial offer.

“This partial offer gives shareholders an opportunity to sell shares in this thinly traded company at a substantial premium to market price” said David Cushing.


From the last report

SHAREHOLDER INFORMATION
Top Twenty Shareholders
Holder Number %
H&G Limited 9,079,277 40.82
St Laurence Property & Finance Limited 3,958,943 17.80
RECT Funds Management Limited 816,446 3.67
David Cushing 536,922 2.41
New Zealand Central Securities Depository Limited 451,852 2.03
Brian Martin 312,870 1.40
Sir Selwyn Cushing 305,814 1.37
Jan Snijders, Joan Snijders & Brian Martin (Snijders' Family A/c) 292,500 1.31
Seajay Securities Limited 261,354 1.17
W&K Staff Pension Fund Limited 252,680 1.13
Selba Holdings Limited - A/c 50 219,300 0.98
Makowai Farm Limited 174,138 0.78
Sir Ronald Carter 149,001 0.67
Ashfield Properties Limited 148,800 0.66
Sir Selwyn Cushing and Brian Martin (G Cushing Settlement Account) 138,960 0.62
Craig Hickson, Penelope Hickson and Maurice Lloyd (Clive Grange A/c) 136,941 0.61
MGS Fund Limited 103,528 0.46
Rodney Goodrick 100,000 0.44
Maurice Herrick 97,000 0.43
Ben Cushing 84,852 0.38

[COLIN]

Interesting to see St. Laurence in there as the second largest holder, with nearly 18%. I'm sure we are going to hear a lot more from Kevin Podmore and his team over the coming years - NAP, DPC, SLPF, and...............?

[lakeside]

APT quite a lot of selling after the 2c paid today. APTGBs holding though. Could be the earthquakes? Pre budjet jitters? Maybe selling so can buy SLPF and get 2c next week too!

If APT gets into the lower 120s and APTGBs hold it will be worth selling APTGBs and buying APTs. I don't think they will. Surely a Wellington office block or two retains it's value.

Returns haven't been the same since Wellington was bought from the Maoris for 700 pounds and not much later that was the cost of an acre! Now the Aussies own it/ control it (APT)

[lakeside]

I found this article. It's old and is really about St Laurance bonds but amazing how much is still relevant. Even more amazing the SLPF are still selling for less than the $1.15 St Laurance paid cashing options in SLPF for a month or two ago. Maybe Cushings should buy some.


Jenny Ruth: Taming the beast
Email this storyPrint this story 12:00AM Friday April 22, 2005



St Laurence Property & Finance (SLPF) is a rather ugly and complicated beast but that reflects its origins and its management intends to simplify it over time.

The company was used last year as a vehicle to improve the lot of investors in 12 St Laurence syndicates.

While money from "mum-and-dad" type investors poured into property syndicates through the 1990s, by the end of the decade a downturn in the commercial property market showed just how flawed and inappropriate to its risk-averse investors the syndication structure was.

Typically, the unlisted syndicates owned only a few buildings, often just one. When the downturn hit, capital values started dropping dramatically and many syndicated buildings proved to be "over-rented", tenants were paying rents above market levels, inevitably leading to tumbling values as the leases neared expiry, not to mention falling rentals when leases were renewed.

The outcome was inevitable: instead of the steady, reliable income streams the mums and dads thought they had bought, payouts were slashed or cut altogether and redemptions suspended.

Former syndicator Waltus was the first to come up with a solution: tip all its syndicates into a single publicly traded company, Urbus, which is now in the process of being taken over by ING Property Trust Holdings.

While that at least provided investors with liquidity, the trouble with its solution was that the fortunes of its syndicates varied dramatically. While the value of some buildings collapsed to less than half their original value, others, notably the Albany Power Centre, improved in value. Naturally, the investors in the better-performing syndicates didn't want exposure to the poorer properties.

A number of investors had wanted to stay with their original investment but after most of the syndicates gained 75 per cent votes in favour and, despite a messy court battle, the merger was forced through.

St Laurence avoided the acrimony the Waltus scheme generated by making its scheme voluntary. If its investors wanted to stay put, they could. In the event, an average of 86 per cent of its investors across the 12 syndicates accepted the merger proposal.

SLPF was an existing vehicle set up in 2000 as an active property investor, developer and financier.

A major incentive for the syndicate investors included that St Laurence had $5.25 million of its own funds already invested in SLPF, which would rank behind the mandatory convertible notes in SLPF they were offered. They were also offered the notes at a 10 per cent premium to net-asset backing.

The notes convert to ordinary shares in December 2008 when they will account for 94 per cent of the company's equity but, in the meantime, carry a 9 per cent annual interest payment. And St Laurence can't pay itself dividends greater than that 9 per cent level in the meantime so the syndicate investors will share in any equity gains.

St Laurence is also committed to listing SLPF once the notes convert - the present bond issue will be listed on the NZDX, St Laurence's first involvement with the exchange. The former syndicate investors stake could be diluted if St Laurence decides to exercise 20 million options at $1.15 each - the notes were issued at $1.

As the prospectus for its up-to-$70-million bond offer shows, this has left the company with 12 subsidiaries which aren't fully owned. SLPF's stakes range from 74.4 per cent of Strategic Omega to as much as 93.6 per cent of Aorangi Property Fund.

St Laurence chairman Kevin Podmore said that with hindsight, quite a few of those who didn't accept the merger proposal now wish they had. "One of the things we will be looking to do

[lakeside]

ACPI_BONDS is also on unlisted - they are a new Kevin Podmore company developing in Albany. Interesting to see Valad have put money in there.

VPG.ASX - Valad Property Group - Ordinary/Unit Fully Paid Stapled Securities

Total Issue: 828,205,647
Market Capitalisation: $1,904,872,988 (@230)

Also see Valad bought an office tower in Auckland last month (Their 3rd) and they see NZ as having upside in offices.

West Plaza in Auckland for $27 Million.