Winton Land Limited (NZE:WIN)
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1.750
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May 8, 2026, 3:49 PM NZST
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AGM 2024

Oct 23, 2024

Chris Meehan
Chair of the Board and CEO, Winton

Okay, welcome and thank you for joining us at Winton's Annual Meeting for 2024 . This is being held as a virtual meeting. My name is Chris Meehan. I'm the Chair of the Board of Directors and CEO of Winton. It is my pleasure to address you today. Today we're very pleased to welcome our online participants through our virtual meeting platform provided by our share registrar, MUFG Corporate Markets. You can ask questions online. I'll provide you with further instructions as we progress through the meeting, and if you encounter any issues, please refer to the virtual meeting guide, or you can phone the helpline on 0800200220 if you're in New Zealand, or 1800990363 if you are dialing in from Australia or elsewhere.

You can send through any questions at any time, so I encourage you to send them through as soon as possible. This will allow us to answer any questions at the appropriate time of the meeting. To ask a question, you need to click the Ask Question button on the online meeting platform, select the item of business, type in your question, and then click Submit. Before we formally begin, I'd like to reintroduce the other members of the Winton board. In here at the MUFG offices, we have Julian Cook, Executive Director of Retirement. We have Michaela Meehan, Non-Executive Director, and we have Glen Tupuhi, Independent Director, and online we have Steven Joyce, Independent Director, we have Guy Fergusson, Non-Executive Director, and we have James Kemp, Non-Executive Director.

We also have some members of our senior management team in attendance, and those include Simon Ash, Chief Operating Officer, Jean McMahon, CFO, Justine Hollows, GM Corporate Services, and Duncan Elley, GM Project Delivery. Finally, I'd like to welcome representatives of our FY 2024 auditors, EY, and our legal counsel, Chapman Tripp, as well as the team for our share registrar, MUFG Corporate Markets, who are also here with us today. The share registrar will help conduct the meeting, the voting rather, on the formal business later in the meeting, and they will also act as the scrutineer. The company secretary has confirmed that the notice of meeting has been sent to shareholders and other persons entitled to receive it, and I've been advised that we have a quorum present.

On that basis, I'm pleased to advise and to formally declare the meeting open. Proxies have been appointed for the purposes of this meeting in respect of approximately 242 million shares. This represents just over 81% of the total number of shares on issue. I'd like to thank shareholders for their participation in today's meeting. My fellow directors and I intend to vote all discretionary proxies that we have received in favor of the resolutions as set out in the notice of meeting. The order of events for this afternoon's meeting is as follows: I will start with a short presentation. Then, as you've seen in the notice of meeting, we have two resolutions we would like you to approve, and then we will take questions from shareholders on each of these two resolutions.

Voting on all resolutions will be conducted by way of poll. After the resolutions, we will then open the meeting to other business from shareholders before we close the meeting thereafter. This will provide an opportunity for you to ask questions or to make comments about the presentation, the financial statements, or the auditor's report. As I said, I encourage shareholders to submit their questions online through the virtual meeting platform as soon as possible. Thank you. Before we head into the formal resolutions of today's meeting, I thought I would just take a moment to reflect on Winton's FY 2024 results. During FY 2024, Winton's long-standing presale strategy has served us well, and 345 units were settled, delivering NZD 173.6 million in revenue.

This is down 21.5% from the NZD 221 million we received in FY 2023, reflecting the prior year being a significant year of delivery for residential development, as well as the current difficult market conditions. In this difficult market, we maintained our development margin in excess of 40%. Similar to the decline in reported half-year FY 2024 results, earnings before tax, depreciation, and amortization of NZD 29.5 million and profit after tax of NZD 15.7 million were down 69.1% from the NZD 95.6 million and 75.6% from the NZD 64.6 million, respectively.

As of June, we had a landbank yield of approximately six thousand units, cash holdings of NZD 41.7 million, 23 current projects across 12 master planned communities, and our presale book as at 23rd of August 2024 was NZD 411.7 million. Despite this difficult market and very challenging economic conditions, we have continued to settle presold properties. We've completed new projects, and we have diversified our revenue streams. This steadfastness is a testament to our commitment and our ability to navigate the cyclical nature of the property market to our advantage. Some business highlights. We now have resource consents in place for all five Northbrook sites. We continue to add to the presale book to protect future revenues.

We opened Ayrburn to the public in early December 2023, with over 150,000 visitors to date, and in July, we held our first Midwinter Christmas Wonderland at Ayrburn. We launched sales at Northbrook Wanaka and Northbrook Arrowtown during the year, adding to Northbrook Wynyard Quarter that had launched at the end of FY 2023. For Ayrburn, we won Best in Category for Tourism and Leisure at the Property Council Awards, as well as an Excellence Award in the Heritage and Adaptive Reuses division. We continued to make progress along our ESG journey, with a lot of focus this year being on meeting the XRB climate standards and disclosures, which we have released today. We appointed Guy Fergusson to the Winton Board. Guy is a member of the Audit and Financial Risk Committee and the Nomination and Remuneration Committee.

Guy has been a great addition to the board and brings a vast experience in corporate finance and capital markets. Winton delivered revenue of NZD 173.6 million in FY 2024, 21.5% down from the NZD 221.1 million in FY 2023. A total of 345 units were settled, a decrease of 220 units. In FY 2024, Winton opened Ayrburn and continued to generate annuity income from Lakeside Commercial and Cracker Bay, generating a total of NZD 11 million in recurrent revenue for the period. Administrative expenses increased by NZD 11.3 million in FY 2024. NZD 7.5 million of this was due to increased employee benefits, with an increased headcount in FY 2024 to support Winton's growth and new operating businesses.

Establishment costs of NZD 2.7 million were incurred in relation to the pre-opening of Ayrburn, and these include branding, marketing, recruitment, and employee training. The remainder of this increase was due to the growth in Winton's operations and some inflationary pressures. Selling expenses were lower in FY 2024 by 26.7% due to reduced sales commission and marketing spend. The resultant net profit after tax in FY 2024 was NZD 15.7 million, a reduction from NZD 64.6 million in the prior year. A core part of Winton's strategy is unlocking land value for master-planned neighborhoods and development projects. In FY 2024, Winton continued the momentum with value-creating outcomes on a number of projects.

At Northlake, Wanaka, the plan change for Stage 18 at Northlake was approved, increasing the lot yield in that stage by 24 lots from previous assumptions, which now provides a total yield of 125 lots. At Ayrburn, rezoning has been approved to enable seven prestigious lots at that site, and resource consent was granted for the Northbrook Arrowtown in November, including the adjacent boutique hotel. This is a significant milestone, unlocking value for the overarching Ayrburn precinct master plan. Resource consent was also granted for the Northbrook Launch Bay in September 2023. Sunfield was included in Schedule Two of the Fast-track Approvals Bill, and that bill is expected to go back for a second reading in November and be passed into law before the end of the year. Winton will be working through this process with Sunfield as efficiently as possible.

At Northridge in Cessnock, stages one to six are complete, and all available lots are now sold and settled. Resource consent is underway for future stages seven and beyond. Launch Bay Hobsonville Point is Winton's waterfront master plan neighborhood that has been many years in the making and seen Winton deliver seven residential projects to date. Jimmy's Point is a high-end waterfront project with 30 apartments. Nearly 50% of the apartments were pre-sold, and the development was completed early in FY 2025, and the feedback from residents has been fantastic. At Northlake, Wanaka, it was a big year of delivery, and the Northlake team is pleased with the high quality of product we have delivered to those buyers. Land lots within Stage 17 B were completed in FY 2024, and Stage 17 A will be completed and settled in H1 2025.

Design and consenting works are progressed on Stage 18, and construction will commence during FY 25. The Northlake apartments and commercial units underneath were completed and settled, with only two commercial units remaining to be sold. The construction of the Alta Villa townhouses have been a significant undertaking, and it's been great to share the premium finished product with potential buyers as they have been completed. Of the 27 completed homes, only a small handful remain to be sold. The Beaches development in Matarangi is now complete, and we look forward to marketing the final 20 or so lots over this coming summer period. And Winton's delivery at Lakeside Te Kauwhata has continued following the completion of the village center in FY 23.

Stages Three B and Three C continue with services, drainage, roading, footpaths, and the tender for Stage Four civil works is also underway. Turning to Northbrook. Northbrook Luxury Later Living is starting to carve its niche in the retirement market, demonstrating a unique offering that has not been seen before in the New Zealand market. During FY 2024, Winton opened display suites on two more sites, Northbrook Wanaka and Northbrook Arrowtown. These are in addition to the Northbrook Wynyard Quarter display suite, which was opened in June 2023. All three villages are now registered under the Retirement Villages Act 2003. Pre-sales launched at Northbrook Wanaka in September 2023, along with the display suite, allowing potential residents to view a full-sized two- and three-bedroom residences.

Northbrook Wanaka is part of Winton's established Northlake neighborhood, and once finished, will have 96 Northbrook residences and 32 Northbrook care suites. Construction is progressing quickly on stage one at Northbrook, Wanaka, comprising 28 two and three-bedroom residences, and we look forward to welcoming our first occupants in May 2025. The Northbrook Arrowtown display suite opened in May 2024 , and pre-sales commenced. The Northbrook Arrowtown will have 142 , one, two, and three-bedroom residences, as well as 26 Northbrook Care suites on completion. At Northbrook Wynyard Quarter, early works and site preparation are complete, and the main works contract negotiations are well progressed.

The continuance of the piling and basement construction was delayed from February 2024 due to industry-wide issues and consenting processes, resulting in us making a tough but necessary decision to change the structural engineer to Robert Bird Group. Basement construction has now commenced, with practical completion of the project remaining on schedule for FY 2028. Turning to Cracker Bay, commercial interests of Winton include investment properties at Lakeside and Cracker Bay, as well as the operating businesses at Ayrburn and Cracker Bay. Revenue for this segment includes rent and hospitality revenue. In FY 2024, commercial revenue was NZD 11 million, up from NZD 3.7 million in FY 2023 . The Cracker Bay brand was launched in FY 2024 and encompasses the Cracker Bay Drystack, the Cracker Bay Marina, and the Cracker Bay offices.

Eventually, the Cracker Bay Hospitality Precinct will come to fruition as well. It's a core part of the wider master plan that complements the Northbrook Wynyard Quarter and the Villard Building that sits adjacent. Winton has undertaken a comprehensive refurbishment of the Drystack building to offer best-in-class boating service. Renovation and refurbishment of the neighboring Cracker Bay office building have continued throughout the year, and expected to be complete in the first half of FY 2025. Once finished, it will offer premium waterfront facilities for tenants across four levels and add to our rental income pool. The building is leasing up well. Turning to Ayrburn, Winton opened its first stage of Ayrburn to the public on Saturday, the 9th of December 2023, with five different venues opening to cater to different tastes and occasions.

In February 2024, the Barrel Room was added to the venue list, targeting private events and feast-style dining, with 56 wine aging barrels lining the walls and the grand piano as its centerpiece. Since opening Ayrburn, over 150,000 people have visited, and this has been a diversified mix of visitors from all ages, demographics, and from all over the world. Locals, New Zealand residents, and visitors from Australia collectively make up the majority of the patrons to date. Ayrburn has held many events so far, including private functions, and activations created by Ayrburn. More recently, Ayrburn held its inaugural mid-winter Christmas wonderland, which attracted well over 20,000 people over the month of July. We're very happy with the traction that Ayrburn has gained so far, but there's still a lot to do.

The Ayrburn master plan has been designed to uplift the value of the neighboring Northbrook Arrowtown and Winton-owned residential land that sits adjacent. In FY 2025, Ayrburn is expanding further with the opening of Billy's, The Bakehouse, and RM's Butcher, and the construction will start on Northbrook Arrowtown. I'd like to turn to the ESG highlights for the FY 2024, where Winton has continued to make good progress on integrating ESG considerations into the business, as well as reporting on them. Earlier in FY 2024, Winton's sustainability framework was approved by the management team and supported by the board. It has become central to our ongoing efforts, aligning what we do with agreed commitments within that framework. The most significant ESG milestone was completing the internal process necessary to meet the requirements of the XRB climate standards and the subsequent disclosures.

The process reflects company-wide input into the including the Winton board, the Winton management team, as well as other business leaders. Alongside the annual report, we've disclosed two standalone documents: Winton's FY 2024 climate-related disclosures and Winton's FY 2024 GHG emission inventory. During the year, Winton also transitioned to a new assurance practitioner for its GHG inventory report, which now includes all emissions from construction and the operations of our growing business. From a governance and social perspective, we implemented new internal policies covering cybersecurity, data privacy, digital acquisition, and GHG inventory management. We also implemented a health and safety metric appropriate for the Winton business and have disclosed this in the annual report for the first time. We've aligned our community donations and sponsorships with the sustainability framework to contribute to the communities in which we operate.

In FY 2024, we contributed approximately NZD 380,000 to benefit these communities through sponsorships, donations, and other community initiatives. While there is still much to do, we appreciate the external commentators noting our improving progress. Property development is cyclical, and Winton's experience gives us confidence that we're applying this cycle as best we can, and that we're well prepared to weather continued challenges as these conditions slowly turn around. It is our intention to take advantage of this subdued construction pricing and commence some major projects at the bottom of this property cycle, so that when we complete them, we are near the top. We note that our balance sheet enables us to do this quite effectively, which is the opposite of what many industry players tend to do.

We note that this won't be the case for other industry players or an enticing time for new entrants to enter the industry. So our job is to continue to progress with discipline and set Winton up well for the market when it does become more buoyant. We remain cautious about the market conditions for the year ahead, and we'll continue to operate with discipline. There is a lot to look forward to in this regard, and we thank you for your continued support. I'm gonna turn now to the formal part of the meeting. So these are the matters requiring resolution, which are outlined in the notice of meeting. You may ask questions on each matter being put to shareholders through the virtual meeting website. Now, moving to those resolutions, I propose to call a poll on each of those resolutions.

So shareholders will be able to cast their vote using the electronic voting card received when online. Registration has been validated. To vote, you will need to click the Get Voting Card within the online meeting platform. You will then be asked to enter your shareholder or proxy number to validate. Please mark your voting card in the way you wish to vote by clicking For, Against, or Abstain on the voting card. Once you've made your selection, please click Submit Vote on the bottom of this card to lodge your vote. Please refer to the virtual meeting guide or use the helpline specified if you do require assistance. Voting will remain open until five minutes after the conclusion of the meeting. The results of the vote will be announced via the stock exchange.

Each resolution set out in the notice of meeting is to be considered as an ordinary resolution, and as such, it must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on that resolution. The outcome of the proxy votes will be displayed for your information after voting on the resolutions. So now turning to those resolutions, the first resolution is that Guy Fergusson, having been appointed by the board and only holding office until the annual meeting, be elected as director of the company. The board considers Guy to be an independent director, if reelected, and supports his reelection. Guy has significant governance experience and, in his capacity, will be a member of the Audit and Financial Risk...

Audit and Financial Risk Committee, and he offers a wealth of knowledge to the business. Now, there's a profile of Guy, held within the notice of meeting, but, Guy, you're online. Would you like to say a few words?

Guy Fergusson
Non-Executive Director, Winton

Thanks, Chris, and good morning, all. Just some brief comments from me. I mean, I think at a macro level, it feels as though the outlook for New Zealand is on the improve, and with that sentiment in the New Zealand real estate market turning to the positive. Overall, I'm very positive about the outlook for Winton with the improving market backdrop, some recent good news with the Sunfield fast track announcement. I feel Chris and the team have done a great job in trying conditions in recent times, and feel as though the team is certainly match fit for what's coming. I believe I have a valuable contribution to make at the board level and the Audit and Financial Risk Committee, so keen to be reelected. Thank you.

Chris Meehan
Chair of the Board and CEO, Winton

Fantastic. Thanks, Guy. So the resolution is that Guy Fergusson, having been appointed by the board and only holding office until the annual meeting, be elected as a director of the company. Are there any questions for the board concerning the motion from any shareholders?

Operator

There are no questions on this resolution from shareholders joining the board.

Chris Meehan
Chair of the Board and CEO, Winton

Okay. Thank you. So now please select either For, Against, or Abstain, for resolution one on the voting card. Turning to resolution two. The second resolution is that the board be authorized to fix the fees and expenses of Ernst & Young as the auditor of the company for the ensuing year. We note the current auditor of the company is Ernst & Young, who will be automatically reappointed as Winton's auditor at the annual meeting in accordance with Section 270 of the Companies Act 1993. Winton remains satisfied with the quality of the audit work performed by Ernst & Young. Are there any questions for the board concerning this motion from any shareholders?

Operator

There are no questions on this resolution from shareholders joining online.

Chris Meehan
Chair of the Board and CEO, Winton

Okay, thank you. So now please select either For, Against, or Abstain, for resolution two on the voting card. That completes the voting on the resolutions. At this time, I'd like to advise the outcome of any proxy votes that were lodged in respect to the resolutions, and those results are showing up on the screen now. So just repeating, the voting will be open until five minutes after the conclusion of the meeting, and so now I would like to give shareholders the opportunity to ask any questions, whether they be related to the presentations, the financial statements, or the management of the company. You can continue to provide questions online, and we'll also address the questions that have already been submitted online.

If we run short of time and are unable to answer your questions online today, we'll endeavor to respond to you immediately after the meeting. Also, if there are any media attending online, we'd be happy to answer any questions, after the meeting. But are there any questions from shareholders?

Operator

We've received a question from David Grieve. The question is: "A BusinessDesk article this week spoke of major issues facing our Auckland site area prone to flooding, very noisy near airport, and a major pipeline running through the site. All very negative concerns. Mr. Chairman, can you elaborate on these matters?

Chris Meehan
Chair of the Board and CEO, Winton

Yes, I'm happy to. So I'll address all three separately. First off, we did an enormous amount of due diligence on the Sunfield site before we acquired it. We came to the conclusion, first off, in relation to the stormwater, that the nearby Awakeri Channel that had been built by council at the cost of many millions of dollars, was more than adequate to cope with the stormwater outflows from Sunfield. Since buying the property, we've done a full engineering design. We've had it peer-reviewed by two other international and national, very well-recognized and renowned engineering companies. So all three engineering firms agree that it can be done relatively easily. And in fact, Auckland Council have purchased land from Sunfield to extend the Awakeri channel system into our land.

And we've signed a cooperation deed with Auckland Council in respect of advancing that stormwater solution. So we're very confident in stormwater. And we think it's quite easy engineering to solve the runoff and get that runoff into the existing channel and then beyond. In terms of the airport, the airport's been there a long time. Under the Auckland Unitary Plan, there was a noise bucket approved for that airport. We're not expecting to change that noise bucket. We're not expecting to breach it in any way. What we have done is designed for the commercial and industrial sector of Sunfield to be situated in the area of the site that is affected by that noise, and the residential sits all outside that.

So again, we're not concerned about the noise aspect. And sorry, Michael, what was the third point?

Operator

The third point was in relation to a major pipeline running through the site.

Chris Meehan
Chair of the Board and CEO, Winton

Yeah. There is a high-pressure gas pipeline that runs through the site, and again, we've designed around that. We've had very productive engagement with the pipeline company, and again, we don't believe it's a problem in any respect. Easily overcome by some relatively basic engineering.

Operator

We've also received a question from David Lee. The question is: "Hi, Chris. Your developments are beautiful. I ask the following more to be informed than to criticize. I acknowledge the cyclical nature of property development. Can you speak to Winton's share price reducing from NZD 3.84 at listing to NZD 2.20 or so after three years, despite three years of development work by the company? One, was it overvalued then or undervalued now, and why in both cases? And two, what can and/or will management do differently to reverse the share price drop? Regards, David Lee.

Chris Meehan
Chair of the Board and CEO, Winton

Thank you. Addressing a share price is a difficult topic for any board, 'cause the market determines that, not the board. What I would say is Winton has a small but highly engaged pool of big shareholders. So I think the top 10 or so shareholders own about 95% of the company, so there's a very small free float. So I think what the outcome of that is that all those shareholders are well aware of what Winton are doing and are very engaged and are very aware of the upsides available to them, and they're not selling. So the free float becomes very small, and the trade in that free float is even smaller.

There are a number of institutions that often contact us about wanting to build a significant stake in Winton, but they're unable to because there's not enough shares available, and my only suggestion is that that lack of volume and lack of trade affects the share price, and we believe it should be significantly higher.

Operator

There are no further questions from shareholders joining online.

Chris Meehan
Chair of the Board and CEO, Winton

Thank you. Well, if there's nothing further, I'll thank everyone for their attendance today, and that ends the formal part of the meeting, and I will now declare the meeting closed with formal voting to close five minutes from now. Thank you very much.

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