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15 September 2025
Investore Property Limited (IPL)
The company will hold a Special Shareholders Meeting at 10.30am Monday 20 October 2025.
It will be a virtual meeting. You can join the meeting online at this link. Whilst NZSA prefers a hybrid meeting, the company held its ASM in September – albeit a physical only meeting, we are comfortable with the arrangement in this circumstance.
Company Overview
The company owns a portfolio of 43 large format retail properties, with contracted rentals 85% located in the North Island and 15% in the South Island. It has 142 tenants, including two major tenants – Woolworths and Bunnings. Weighted average lease term (WALT) is 6.8 years with occupancy at 99%. The portfolio is valued at $965 million with 43% of the properties by value have a Green Star Performance rating.
In August 2025, the company sold Woolworths Browns Bay for $24.4 million.
In September 2025, the company acquired the Silverdale Centre north of Auckland from Stride Property Ltd for $114 million
The portfolio is managed by Stride Investment Management Ltd (SIML) part of Stride Property, another NZX-listed entity. Stride Property are also the largest shareholder at 18.8%.
Purpose of Meeting.
The meeting is to approve resolutions relating to the acquisition of the Silverdale Centre from Stride Property Ltd. A Stride Property Group subsidiary, Stride Investment Management Limited (SIML) is the manager of Investore.
Disclaimer
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Context
The Silverdale Centre is located 32km north of Auckland’s CBD. It is an open-air retail centre anchored by The Warehouse Group and Woolworths. The purchase price is $114 million. Investore is planning to fund the acquisition through bank debt, utilising Investore’s facilities, and is also expecting to utilise proceeds from a subordinated convertible note to be offered under a product disclosure statement and quoted on the NZX Debt Market.
The net lettable area of the Centre is 22,990 sqm with a weighted average lease term (WALT) of 4 years and a yield of 6.8%. The acquisition is expected to increase Investore’s distributable profit per share (“DPPS”) by approximately 3.0% on a pro forma basis, including the effect of the convertible note.
The company has commissioned Northington Partners to prepare an independent Report, and a copy of this is included with Notice of Meeting.
NZSA Commentary
Related Party: As noted above, Stride Property (SPG) subsidiary, SIML, is the manager of Investore Limited, and is also the vendor of Silverdale Centre. SPG is also an 18.8% shareholder of Investore. This is therefore a related-party transaction. We note that the acquisition process was governed by Investore’s independent directors, with separate legal and financial advice provided. The Independent Report also concludes that the purchase price is fair and arms-length, supported by appropriate external valuations.
Investment Mandate: Investore’s current mandate is focused on large-format retail. The transaction requires a change in investment mandate to allow investment into “convenience retail”, with Silverdale containing a greater number of tenancies. NZSA believes that there may be future value attached to this expansion of mandate allowing Investore to further diversify its properties and tenants within its (core) retail focus. Nonetheless, there may be some cost escalation and/or execution risk attached to managing multi-tenanted properties.
Concentration Risk: Notwithstanding NZSA’s comments above, the Silverdale Centre will represent approximately 10% of Investore’s assets, with Woolworths remaining as a major tenant across the wider portfolio.
Interestingly, we note that the Northington Partners report contains details related to the management and performance fees payable to SIML. NZSA considers that a summary of the methodology associated with these fees should be included within the Annual Report.
Resolutions
1. To approve the acquisition of the Silverdale Centre from Stride Property Ltd for $114 million.
The full details are set out in the Notice of Meeting and the Northington Report.
NZSA notes that SPG-appointed directors, Tim Storey and Ross Buckley, have abstained from making any recommendation.
The Northington Report states.
“Taking all key elements of the Silverdale Centre Acquisition into account, we conclude that the purchase consideration and associated terms are fair to Non-associated Shareholders. When taken as a whole, the Silverdale Centre is consistent with a broader definition of LFR and provides a number of strategic advantages, including increased scale, improved geographic diversification into a high growth region of Greater Auckland, and enhanced tenant diversification.”
We will vote undirected proxies IN FAVOUR of this resolution.
2. To approve the Silverdale Centre Letter.
This relates to the payment of additional fees by Investore to its manager, Stride Investment Management Limited for managing the Silverdale Centre. The non-recoverable fees from tenants are $134,000 per annum. The Northington Report states,
“We conclude that the Silverdale Centre Letter is fair to Non-associated Shareholders. The Silverdale Centre Fees agreed in the Silverdale Centre Letter simply reflect the increased cost of managing Silverdale Centre on behalf of Investore, are consistent with commercial arms-length terms for more management intensive properties and have been negotiated between the Investore independent directors and SIML.”
We will vote undirected proxies IN FAVOUR of this resolution.
3. To approve amendments to the Management Agreement
This relates to the management agreement between Investore and Stride Investment Management Limited. The Northington Report states,
“Taking all key elements of the Management Agreement Amendments into account, we conclude that the terms are fair to Non-associated Shareholders. They provide updates to other fee provisions to be consistent with market-based terms and better cater for additional future portfolio investments which may include CBR properties. The changes to the Management Agreement in some respects represent commercial updates to the original Management Agreement which is almost 10 years old, align the Management Agreement with the investment scope of similar Australian REITs and provide the Investore Board with more scope to make certain decisions which are arguably in the ordinary course of business. Notwithstanding the changes, all key decisions remain subject to disciplines imposed by the NZX Listing Rules, banking covenants and standard Companies Act requirements.”
We will vote undirected proxies IN FAVOUR of this resolution.
4. To ratify the issue of convertible notes and shares.
This relates to the issue of 62,500,000 convertible notes at an issue price of $1.00 and any conversion of those Notes into up to 54,738,186 ordinary shares in Investore Property Limited. The net proceeds of the Offer are expected to be used to repay bank debt, providing Investore with the flexibility and additional debt capacity to fund future acquisitions, including the Silverdale Centre acquisition. Full details are set out in the Notice of Meeting.
We will vote undirected proxies IN FAVOUR of this resolution.
Proxies
You can vote online or appoint a proxy at this link.
Instructions are on the Proxy/voting paper sent to you.
Voting and proxy appointments close 10.30am Saturday 18 October 2025.
Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.
The Team at NZSA