NEW ZEALAND Rural Land Co SUS TAIN ABLE AOTEAROA
Fee Structure + Comparison Initial Public Offering of Shares in New Zealand Rural Land Company Limited 16 November 2020
New Zealand Rural Land Company Limited is the issuer of shares under this offer. A product disclosure statement is available for this offer and it can be obtained online at: www.nzrlcshareoffer.co.nz.
www.nzrlc.co.nz Listing on:
Lead Manager:
NEW ZEALAND Rural Land Co WWW.NZRLC.CO.NZ Fee Structure Fees Management Fee*
% Per Annum 0.50% per annum of Net Asset Value
Transaction Fee
1.25% of Acquisition / Divestment Values
Performance Fee
10% of NAV growth, calculated annually via independent valuations, paid in shares at NAV (50% escrowed for 5 years). High water mark applies.
NZRLC Management Fee is 0.50% of Net Asset Value (this is approximately 0.35% of Gross Asset Value); NZRLC will have the lowest management fee compared to other NZX listed property vehicles; NZRLC must pay for all costs of due dilligence (including failed due diligence), conveyancing, etc from both its management fee and acquisition & divestment fees. There is absolutely no mechanism for the manager to reclaim these expenses from NZRLC. NZRLC costs should be limited to: • Maintenance CAPEX + Other CAPEX; • Independent Director Costs; • BDO - Accounting Services; • PwC - Audit Services; • Deloitte - Taxation Advice • Duncan Cotterill - Legal Services & Company Secretarial Service; • Link - Share Registry; • NZX - listing fees; and • Any independent advice the Independent Directors may seek on behalf of the company + shareholders. *NZRLM services provided under management fee: Governance Support (incl. Companies Office and NZX requirements)
Monitoring of lessee obligations
Reporting to stakeholders and directors
Regular property inspections and reporting to the
Maintenance of secondary market
board on any matters arising from such inspections
All communication with the Board of Directors
Procuring tenants, maintaining relationships
All communication and coordination of capital work (when and if required)
Property Sourcing & Due Diligence Transactional management and execution
Please see next page for a comparison of NZRLC fees with other NZX Listed Property Vehicles and Agricultural Investments
37B George Street, Newmarket, Auckland 1023, New Zealand www.nzrlc.co.nz
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+64 9 379 6493
NZX Listed Property Vehicles & MyFarm Orchard Offer vs NZRLC Fee Comparison Asset Plus Ltd. (NZX:APL)
Goodman Property Trust (NZX:GMT)
Investore Property Ltd. (NZX:IPL)
0.50% of total assets (other Base
0.50% of total assets (less
than cash, debtors and
Management
cash) up to $500m, plus
development land) up to
0.40% thereafter
$500m, plus 0.40%
Fee
0.55% of property value up to $750m, plus 0.45% thereafter
thereafter
Performance Fees
Precinct Properties New
Vital Healthcare
Zealand Ltd
Property Trust
Colebrook Orchard
NZRLC
MyFarm
(NZX:PCT)
(NZX:VHP)
0.55% of property value up to
0.65% of average total
$1,000m, plus 0.45% between
assets up to $1bn, plus
0.50% of the value
$1,000 and $1,500, plus
0.55% to $2bn, plus
of assets under
0.35%
0.45% to $3bn, to
management.
thereafter
0.40% thereafter
0.50% of Net Asset Value
10% of performance above
10% of performance above
10% of total shareholder
10% of total return
10% of the average
the S&P/NZX gross property
the S&P/NZX gross property
returns above 10% and below
outperformance above the
annual increase in NTA
index, capped at 5% of
index, capped at 5% of
15% with a cap of 0.2% of the
S&P/NZX50 benchmark with a
of the Trust over the
5% share of any
from cost basis calculated
annual
annual
value of investment
fee cap of 0.5% of market
preceding two years.
capital gain on the sale
annually, paid in shares at
outperformance. Both
outperformance. Both
properties. Both
capitalisation. Both
The management and
of the Syndicate assets,
NAV (50% escrowed for
outperformance and
outperformance and
outperformance and
outperformance and
incentive fees are
if any.
5 years). High water mark
underperformance is carried
underperformance is carried
underperformance is carried
underperformance is carried
capped at 1.75% of the
forward (max 2 years)
forward (in perpetuity)v
forward (max 2 years)
forward (max 2 years)
gross value of the Trust
Relative
Relative
Absolute
Relative
Absolute
Absolute
Cash
Paid in units
Cash
Cash
Paid in units
Cash
10% of asset appreciation
applies.
Performance Fee
Absolute
Benchmark Performance Fee
Paid in Shares (at prevailing NAV)
4.0% of the value of the amount underwritten (MyFarm reserves the right to Legal administration fees
Additional Services are not
charged at applicable hourly General Additional Services
included within the base
rates ($100–$300) subject to
take up to 50% of the
On agreed commercial terms
a maximum amount of
Can charge other fees
underwrite). One-off
Accounting services fee of
management fees. The fees for
but this is subject to a
set up expenses
$250,000 per year
these services will be detailed
cap of 1.75% of total
including legal costs,
within the Remuneration
assets
an independent
$1,200
Report
per deal
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evaluation, a horticultural consultant and other due diligence reports and advertising.
Property Management Fee
Transaction Fee
1.0% to 3.0% of gross annual
1.0% to 2.0% of gross
1.50% of gross property
rent depending on
annual rent depending
income
complexity
1.0% on purchase price for acquisitions only
dependent on lease term (12% for less than 3 years, +1% for an additional year, up to 15%)
Capital Expenditure Fees
Separately agreed
of the property
12–15% of gross rental
Leasing Fees
$10,000 per year per property
3.5% of development cost
-
tenants at the property
Between 0% to 1%, agreed by
-
on the number of
1.0% (where no agent is 0.50% of the sale price
independent directors
involved) and up to 1.0% when
1.5% on purchase price
4.15% of the price
and 1.0% on the sale
of purchasing the
1.25% on all acquisitions
price less any third
Orchard and Zespri
and divestments.
party agent costs
Shares if any
an agent is involved
New leases: 11–20% of New leases: 13% to 19% of
New leases: 11% to 20% of
annual rental income.
gross rental. Existing
8.0% of the annual gross
annual rental income.
Renewals: 50% of the
customers and renewals
rental payable under new
Renewals: 25%–75% of the
level for new leases
reduce to 50%, or 25% if an
lease arrangements
level for new leases based on
Market Reviews: 10%
the level of engagement
of first year rent
agent is involved
$30,000 per lease. -
(Note: a lease may encompass multiple properties)
increase
3.5% of the total project
4.0% of the cost of any
4.0% of project cost
cost, plus a project
development, project or other
Up to 4.0% of development
less any third party
management fee of up to
work of capital nature
cost
development
1.5% of total cost
(includes R&M)
37B George Street, Newmarket, Auckland 1023, New Zealand www.nzrlc.co.nz
management fees
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+64 9 379 6493
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