1
Agenda Agenda 1 Welcome Recap from Briefing Meeting 10 Patrick Campion Chairman, City Tattersalls Club 1. Recap from Member Briefing Meeting 3 2 Timeline Extension Patrick Campion 2. Development Business Modelling Progress - Interim Club Chairman, City Tattersalls Club 3. Business Modelling - Future Club John Carfi 34. Mirvac Projected Update Debt Levels Chief Executive Officer, 5. Residential Development, Mirvac Development Management Agreement Update 46. James Kennedy Corporate Stage 1 Development Governance Application Update Associate Director, Real Estate Advisory 7. Timelines Services, Corporate Finance Advisory, KPMG 8. Member Corporate Communication Governance Patrick Campion 5 Chairman, City Tattersalls Club 9. Agenda for Members Briefing Meeting 5 610. Q&As Q&As Patrick Campion Chairman, City Tattersalls Club 2
Recap from Members Briefing Meeting 9 CITY TATTERSALLS CLUB INSURANCES Presented by Mark Wiseman, Executive Manager, Steadfast IRS 3
CITY TATTERSALLS CLUB INSURANCES Steadfast IRS has been requested to review and advise City Tattersalls Club (CTC) in regard to the insurance requirements of CTC during preparation and activation of the development should the proposal be supported by the members of CTC. 4
DEVELOPMENT SITE Mirvac to insure Not the responsibility of CTC Brokers and lawyers ensuring Mirvac insurance is comprehensive 5
CITY TATTERSALLS CLUB INSURANCES During the Interim Club The development would impact two of CTC s current insurance policies. 1) Industrial Special Risks Covering the assets and finances of CTC Currently insured for replacement value ie. new for old 2) Public Liability Protection for CTC against actions by third parties alleging personal injury or property damage Indemnity of $50million currently maintained by CTC 6
CITY TATTERSALLS CLUB INSURANCES During the Interim Club (Cont d) Are there other insurance exposures not currently insured? Initially we see two areas that could provide additional security for CTC. 1) Impact on CTC following delays in construction Once the contract is operational we will review and/or arrange an Advance Loss of Profits insurance policy to protect the potential lost profits and/or increased costs following a major incident during the construction. Premium quotations will be obtained and provided to CTC for their consideration 2 Professional Indemnity Insurance CTC may also be considered as the Developer in a minor capacity, therefore we will review the costs associated with maintaining a level of insurance that would provide additional protection to CTC. 7
CITY TATTERSALLS CLUB INSURANCES After Interim Club Build Period The Completed Buildings Building Management Committee On completion of the development new insurance arrangements will be required to reflect the new insured parties such as the Building Management Committee, The Body Corporate, CTC and other parties as required. As the newly completed buildings will effectively have one footprint there will be one Industrial Special Risk policy and a Public Liability policy which would reflect the overall ownership and management of the complex, in the same way other complexes operate. It is traditional that the insurance and other costs shared facilities and services for the complex are proportioned to each owner and based on a predetermined formula. 8
CITY TATTERSALLS CLUB INSURANCES After Interim Club Build Period (Cont d) CTC Insurance Requirements Buildings will no longer be insured under CTC insurance program. CTC would still require its own policies similar to those currently held to insure Club Assets and other liability exposures Industrial Special Risks With the advanced fire safety and construction aspects of the new club it would be envisaged that the fire insurance rates will reduce to reflect the reduced risk. However increased asset values will absorb any savings achieved Public Liability Whilst CTC s activities will alter with the Hotel activities and potential increase in membership there will be an increase in premium however it is believed this will not impact CTC greatly 9
Recap from Members Briefing Meeting 9 STAGE 1 DA OVERVIEW AND UPDATE Presented by David Perram, General Manager, National New Business Development, Mirvac 10
STAGE 1 DA AND PROCESS UPDATE Start of planning process of development Identifies building height, set backs and Heritage items Stage 1 DA lodged with Sydney City Council on 27 June 2014 and on display until 4 August 2014 After 4 August 2014 assessment phase. To meet with Sydney City Council and obtain public feedback and identify any issues raised to Council. Design Excellence Phase - Architects will look at the detail of the design of the building 11
Recap from Members Briefing Meeting 9 SUBSIDIARY CLUBS ARRANGEMENTS DURING THE INTERIM CLUB PERIOD Presented by Anthony Guilfoyle, Chief Executive Officer, City Tattersalls Club 12
SUBSIDIARY CLUB OPERATION DURING THE INTERIM CLUB PERIOD Agenda CTC Cheetahs Swimming Club CTC Dance Club (Lessons) CTC Dance Club (Social Dance) CTC Early Bird Club CTC Golf Club Men s CTC Harriers CTC Indoor Bowls - Ladies CTC Lawn Bowls Combination Men s CTC Mah-Jong CTC Racquetball Club CTC Ski Club CTC Snooker Club CTC Toastmasters No Change Special Arrangements Required (External Venue) 13
INTERIM CLUB - SUBSIDIARY CLUB SPECIAL ARRANGEMENTS CTC Agenda Cheetahs Club CTC Snooker Club CTC Ladies Indoor Bowls Club CTC Dance Club Weekly Social Dance Events (Mon-Wed-Fri) CTC Dance Club Quarterly Dinner and Dance Event CTC Toastmasters Tattersalls Club 181 Elizabeth Street, Sydney Royal Automobile Club of Australia - 89 Macquarie Street, Sydney Royal Automobile Club of Australia - 89 Macquarie Street, Sydney NSW Masonic Club - 169 Castlereagh Street, SYDNEY NSW Masonic Club - 169 Castlereagh Street, SYDNEY OR The Hellenic Club, 251-253 Elizabeth Street, SYDNEY NSW Masonic Club - 169 Castlereagh Street, SYDNEY 14
Recap from Members Briefing Meeting 9 INTERIM FITNESS CENTRE UPDATE Presented by Anthony Guilfoyle, Chief Executive Officer, City Tattersalls Club 15
INTERIM FITNESS CENTRE OFFERING Agenda Men s & Women s Fitness Centre Members to have access to a swimming pool The Castlereagh Club 199 Castlereagh Street, SYDNEY For a reduced fee of $4 per visit Please refer to full information provided at Member Briefing Meeting 9 16
Recap from Members Briefing Meeting 9 CORPORATE GOVERNANCE Presented by Patrick Campion, Chairman, City Tattersalls Club 17
CORPORATE GOVERNANCE James Kennedy offered a role with Jones Lang La Salle which he accepted KPMG has agreed that he will remain in his role with the Club (Sub-contractor to KPMG) KPMG will continue to provide its governance services to the Club until the DMA is finalised 18
Recap from Members Briefing Meeting 9 CORPORATE GOVERNANCE James Kennedy, Associate Director, Real Estate Advisory Services, Corporate Finance Advisory, KPMG 19
CORPORATE GOVERNANCE OVERVIEW 1) The Governance Structure 2) Process Retaining Professional Advisors 3) Process Expression of Interest 4) Evaluation Focussed on Deal Structure 5) Development Management Agreement Concluding Remarks Structure and process appropriate to the scale of the project and its criticality to the Club.
CONSULTANT SELECTION PROCESS Architect and Project Manager KPMG will recommend a minimum of three Architects and Project Management companies to provide advice to City Tattersall s Club for the development project A consulting brief will be developed by KPMG and City Tattersall s Club and issued to each selected company for them to review and submit a proposal To appoint an Architect and Project Management company, City Tattersall s Club will rate each proposal using a weighting system provided by KPMG 21
VOTING TIMELINE EXTENSION Patrick Campion, Chairman, City Tattersalls Club
VOTING TIMELINE EXTENSION On 18 June 2014 members were advised that, due to on-going negotiations and outstanding issues the timelines around the member vote on the proposed development were extended by two months. Committee and Management have now resolved all major outstanding issues and are working with Mirvac to formalise the final details. Due to these discussions, the timelines around the membership vote have been extended by a further two months.
VOTING TIMELINE EXTENSION The final Members Briefing Meetings will now be held in late October 2014. Ballot papers will be posted after these meetings. A Special General Meeting will occur on 1 December 2014 to announce the outcome of the vote. City Tattersalls Club and Mirvac are committed. to delivering this important project and are confident the new timelines will be met
DEVELOPMENT PROGRESS UPDATE In recent months, City Tattersalls Club has: Finalised all Bank valuations Negotiated deals with nearby inner city clubs to ensure all subsidiary clubs can continue to operate during the three year interim build period; Finalised the insurance details to ensure members assets are protected; Worked with Mirvac to assist them in finalising and submitting the Stage 1 Development Application to the City of Sydney Council for approval. Held two Members Briefing Meetings in June and July, and numerous day time drop in briefing sessions to ensure members are updated on the development.
DEVELOPMENT PROGRESS UPDATE Over the next two months, City Tattersalls Club will be finalising various agreements with Mirvac including the DMA, Project Brief and Tripartite agreement. Both Committee and Club Management believe we will progress at an acceptable pace. City Tattersalls Club and Mirvac are committed to delivering this important project and are confident the new timelines will be met
MIRVAC UPDATE Presented by John Carfi, Chief Executive Officer, Residential Development, Mirvac
Stage 1 DA Overview & Process Stage 1 DA lodged with Sydney City Council on 27 June 2014. Exhibition completed on 4 August 2014. Assessment Phase - City of Sydney is currently assessing the application. Received 5 submissions which Mirvac and CTC will respond accordingly. Next steps - Meet with Sydney City Council to obtain feedback and respond to any issues raised by Council and the public. Design Excellence Phase - Architects will look at the detail of the design of the building 28
CORPORATE GOVERNANCE James Kennedy, Associate Director, Real Estate Advisory Services, Corporate Finance Advisory, KPMG
CORPORATE GOVERNANCE 1) The Governance Structure The Committee The Finance Sub-Committee CEO and professional advisors 2) Process Retaining Professional Advisors Real Estate Agents Lawyers Quantity Surveyors Valuers Financial modelling and taxation 3) Process Expression of Interest Open offer Short listing Preferred
CORPORATE GOVERNANCE 4) Evaluation Focussed on deal structure Finance Sub-Committee Real Estate Agents Lawyers Quantity Surveyors Valuers Financial modelling and taxation The Committee 5) Development Management Agreement Lawyers Financial modelling and taxation ANZ Bank Concluding Remarks Structure and process appropriate to the scale of the project and its criticality to the Club.
MEMBER COMMUNICATION Presented by Patrick Campion, Chairman, City Tattersalls Club
MEMBER DROP IN SESSIONS Due to the proposed voting timeline extension, the day time drop-in sessions have been extended. The drop-in sessions will now be held every Tuesday and Friday in the Members Information Display Area on the ground floor from 11.30am 1.00pm. These sessions are planned to be held until Tuesday 26 October 2014, subject to members demand. We encourage members to come in and ask questions about the Proposed Airspace Development. 33
FINAL MEMBER BRIEFING MEETING 11 DATE TOPICS Monday 27 October 2014 at 12.30pm & Wednesday 29 October 2014 at 6.45pm The proposed development The negotiated deal with Mirvac Complete overview of the resolution which will be put to members Complete overview of the Explanatory Memorandum and voting material Timelines Final Q&A Session City Tattersalls Club and Mirvac are committed to delivering this important project and are confident the new timelines will be met, however these dates may change to ensure the ongoing negotiations with Mirvac are finalised. 34
MEMBER VOTING PROCESS AND TIMELINES DATE POSTAL BALLOT Friday 31 October 2014 At least one month before the Special General Meeting the Secretary must send to each Voting Member: Explanatory memorandum Ballot Paper Voter Declaration Reply-paid envelope Monday 1 December 2014 at 6:00pm Special General Meeting City Tattersalls Club and Mirvac are committed to delivering this important project and are confident the new timelines will be met, however these dates may change to ensure the ongoing negotiations with Mirvac are finalised. 35
36