NPT Shareholder Update – Shareholder Meeting

Dear Shareholder,
By now you should have received your copy of the Notice of Special Meeting of Shareholders to be held in Auckland on 21st April 2017.There has been a lot of commentary in the media lately; therefore I am writing this letter so that you have a first-hand view of what your Board is recommending and why.The resolutions being put forward at the special meeting are critical to the future of NPT Limited and your investment in the Company.In essence, the resolutions will decide firstly, and very importantly, if you want your Company governed by the current Board of Carol Campbell, Jim Sherwin and myself, or governed by new directors who have been put forward by Augusta Capital including the Chair of Augusta Capital, Paul Duffy.Your current Board has addressed the issues facing NPT, being its low share price relative to the net tangible value of its assets (NTA) and its sub optimal size, $170 million of assets.The Board proposed by Augusta has not put forward its strategy for the Company. If the resolutions proposed by Augusta are passed, the directors nominated by Augusta would have the authority to take NPT in any direction they choose, including the ability to grant Augusta a contract to manage the Company and its assets if they wished.

It is this uncertainty around the intentions of an Augusta promoted Board that leads me to ask you to consider this carefully as our Board considers that voting for the three Augusta nominees is not in the best interests of shareholders. This will require a vote NO to Resolutions 2, 3, 4, 5, and 6.

The second major issue is the future of NPT and your investment in it. Clearly, NPT is too small to continue as a sustainable operation. Your Board has addressed this by seeking proposals from parties that will grow the Company; provide first class management; and drive for a sustainable future for your Company.

The Board has received a high quality proposal from Kiwi Property Group that will afford NPT the benefits of scale through a single transaction, set the Company on a path of sustainable growth and add significantly to the Company’s depth of management.

The nature of the management contract sets a new standard in the New Zealand listed property market. It can be cancelled by NPT without cause after 5 years with shareholder approval, with a market based fee to be paid in that event. The management contract could only be sold by Kiwi to a third party if NPT provides its written consent to that sale. Kiwi brings a team of 170 to assist us in managing your Company.

We want to emphasise – this is not a takeover by Kiwi. Your Board will continue to govern NPT on your behalf and NPT will still own its portfolio of properties including those being purchased from Kiwi.

The Board has had advice from Northington Partners who assessed all proposals submitted to the Board. The Kiwi Proposal was well ahead of all other proposals. It has also received support from independent brokers.

The Kiwi proposal is definite and capable of execution now versus any proposal Augusta may wish to develop and put forward. The Kiwi proposal offers certainty for NPT’s future; Augusta has not put forward any plan.

On this basis, the Board recommends that you vote YES for Resolution 1.

The future of your Company is in your hands. It is clear to everyone that our retail investors will control the outcome of the vote. I ask you to take this matter very seriously and to exercise your vote.

This can be done by following the voting procedure at the special meeting or by appointing a proxy. If you have already voted and wish to change your vote you can contact Link Market Services by phone on +64 9 375 5998 or by email at zn.oc1503018499.seci1503018499vrest1503018499ekram1503018499knil@1503018499seiri1503018499uqne1503018499.

The manager of one of our major institutional investors, ANZ Investments, has written a very informative article about the issues NPT faces, I have attached this article for your information.

Your Board is committed to putting in place the strategy it has developed to grow your wealth as shareholders

Kind regards

Tony Sewell
Chairman
NPT Limited

L120417 Shareholder Letter