Information Memorandum - Hannaford Internet Services

BEACH RESORT 

INFORMATION 

MEMORANDUM 

FOR THE SALE OF 198 STRATA-TITLED 

TOURIST APARTMENTS IN BIRUBI BEACH 

RESORT AT ANNA BAY NSW AUSTRALIA

This is not an asset of the Company 

Contents 

SECTION 1 The Company - Birubi Point Pty Ltd .............................................4 

SECTION 2 Proposed Legal & Financial Structure ..........................................6 

SECTION 3 The Lease - Birubi Beach Resort ...............................................10


SECTION 1 The Company - Birubi Point Pty Ltd

BEACH RESORT 

COMPANY PROFILE 

Birubi Point Pty Ltd, the developer of Birubi Beach Resort, is a 

member of the Miridian group of companies which is a leading 

group in leasing, construction, property investment and innovative 

design. 

Founded in 1990, today Miridian combines their services with a high 

level of investment consultancy, which is underpinned by a proven 

track record of successful developments. 

Having constructed over 400 apartments in the past several years 

throughout the Port Stephens and Hunter valley regions, Miridian is 

a leading company in tourism, hotel and serviced apartment 

development. 

With a combination of onsite management and a unique marketing 

program, Miridian achieves maximum returns for all its clients. 

Now open in the Port Stephens area is one of the largest holiday 

developments ‘Pacific Blue Resort’, Salamander Bay, recently 

completed in September 2007. 

Port Stephens is our area, in short, we have the “runs on the board”. 

We have incredible faith in this amazing project. Needless to say 

we will be involved in an ongoing capacity as part of this 

development as manager in the food and beverage and 

accommodation. 

I would be pleased to help guide you through the steps of 

ownership of part of this fabulous beach resort. 

Owners must look at this opportunity as part of Australian history – 

creating a major icon in one of the most highly sensitive locations 

on the east coast of Australia. 

CURRENT DEVELOPMENT 

■ PACIFIC BLUE 

‘Pacific Blue Resort’ is located in Salamander Bay, Port 

Stephens, and offers luxurious one, two and three bedroom 

absolute waterfront. swim out spa apartments in a unique 

tropical paradise. This resort is reminiscent of a lush South 

Pacific Island and features pristine island beach pool with 

heated spa areas, tennis courts, gymnasium, Japanese steam 

room, heated lap pool, magnificent day spa, waterfront 

restaurants, boardwalk cafe and pool side bar. 

COMPLETED DEVELOPMENTS 

■ TEA GARDENS - THE BOATHOUSE 

The Boathouse is located on the waterfront in beautiful Tea 

Gardens at the mouth of Myall Lakes, just two and a half hours 

north of Sydney. An unrepeatable development of 33 

apartments, from 2 through to 3 bedrooms with study / 

penthouses. 

■ THE LANDMARK 

Built in the heart of Nelson Bay, and overlooking breathtaking 

Port Stephens, The Landmark is one of Miridian’s most 

successful developments. Heralded as the best resort location 

in the bay, The Landmark comprises 122 luxury apartments. 

From studio to 2 bedroom executive apartments, all are 

complimented with balconies and stunning views. Hotel facilities 

include restaurant, gym, sauna, tennis courts, an inviting 

heated lagoon pool. 

■ POKOLBIN 

Pokolbin Hill Chateau Resort is situated at the heart of Pokolbin 

Wine Country on the Hunter Valley of New South Wales. 

Surrounded by trellised grapes, wineries and fabulous award 

winning restaurants, the resort is built on 25 acres of seductive 

tranquility. The resort offers luxuriously appointed studios and 

one & two bedroom chateau villas, in addition to full resort 

facilities including a restaurant, swimming pool and tennis 

courts. 

■ BAYBREEZE 

The Baybreeze Resort in Nelson Bay consists of 40 one and 

two bedroom luxury spa apartments with resort facilities. These 

luxury serviced apartments are only 100 metres from the beach 

the Baybreeze Resort boasts one of the best resort 

accommodation locations in Nelson Bay. 

I N F O R M A T I O N M E M O R A N D U M - T H E C O M P A N Y - B I R U B I B E A C H P T Y L T D 

05


SECTION 2 Proposed Legal & Financial Structure

BEACH RESORT 

INTRODUCTION 

Birubi Beach Resort (“the resort”) is to be constructed on approximately 

3.6 hectares of land at Gan Gan Road, Anna Bay. 

Title particulars are 

“Unregistered Plan Lot 31, 80 Gan Gan Road, Anna Bay, in an 

unregistered plan which is Lot 2 and part of Lot 3 in DP 502820. 

Folio Indentifiers 2/502820 and 3/502820”. 

This land will be strata titled into 200 lots as follows:- 

Lots 1 and 2 will be the front office and associated facilities, and the 

conference centre/restaurant/bar. 

Lots 3-200 inclusive will be the self-contained holiday apartments. 

There will be 198 such apartments altogether. Of these 154 will be 

studio apartments and 44 will be larger one bedroom apartments 

with a living area separate from the bedroom. If desired each of 

these larger apartments can be combined in one purchase with the 

adjoining studio apartment to give what is known as a “dual-key” 

apartment. 

The whole resort complex will be managed by a special-purpose 

management company which will perform marketing and management 

functions and will, after the expiration of the guarantee period, 

distribute rental income to each of the individual apartment owners. 

LEASE/GUARANTEE 

For the first three years of operation, Birubi Beach Resort 

Management Pty Limited (to be incorporated shortly) will lease 

each of the apartments at a rental which equates to 7%p.a of the 

purchase price. The rent for the full three years will be deposited in 

advance in a special purpose trust account to be controlled by our 

solicitor and a solicitor for the investors. This ensures that at the 

time the resort opens the rent for the full 3-year period is fullysecured 

and beyond the control of the developer. 

After the expiration of the three years there will be put in place a 

management agreement, in the form commonly used for strata-titled 

resorts throughout Australia. See below for an explanation of how 

this works. 

The software used by the management company to allocate 

bookings will ensure that accommodation bookings, and hence 

income, are spread equitably across all apartments. 

PROFIT-SHARING 

MANAGEMENT 

After the initial 3 year lease period, when the resort is wellestablished, 

the management will be converted to a profit-share 

basis commonly used in strata-titled resorts throughout Australia. 

This takes the forms of a Caretaking Agreement and a Letting 

agreement entered into between the operator and the Owners 

Corporation of the strata plan and an individual Appointment to Let 

whereby the owner engages the operator to manage and rent out 

his or her apartment(s). 

Under this arrangement each owner will receive the rental income 

for his or her apartment(s) less management, marketing, 

maintenance and cleaning etc charges properly attributable to the 

apartment(s). 

The 7% rental guarantee for the first 3 years is designed to provide 

certainty of income to owners during the period when the resort is 

building up its business. Based on the Developer’s experience in 

developing and managing other large resorts in this area, the net 

returns to owners after this 3-year period should be comfortably in 

excess of 10%. 

PRICING AND FUNDING 

Final pricing of each apartment has not yet been determined. 

The overall cost of the land for Lots 3-200 of the proposed strata 

development will be $7.92 million, a figure supported by valuation. 

This will then be broken down among the apartments at the rate of 

$40,000 per apartment. 

The development and construction cost of each apartment will be 

funded by that apartment’s owner, together with a proportionate 

share of common area facilities. 

Funding will be provided by each owner for his proportionate share 

of land cost and development and construction costs. 

Funds contributed by owners in payment of the purchase price of 

their apartment(s) will be placed in a trust account at a designated 

Australian bank or ADI under the joint control of the Developer’s 

solicitor and the owner’s solicitor. Funds will only be released for 

progress payments as construction proceeds upon certification by 

the project’s quantity surveyor. 

The Arena, Joondalup 

I N F O R M A T I O N M E M O R A N D U M - P R O P O S E D L E G A L & F I N A N C I A L S T R U C T U R E 

07

BEACH RESORT 


COMPLETE, FULLY 

FURNISHED APARTMENTS 

The apartments will be finished to a high standard and will be fullyfurnished 

and equipped to a commercial accommodation level down 

to items such as crockery and cutlery. There will be absolutely 

nothing that owners need to supply.. 

GST, STAMP DUTY AND 

LEGAL COSTS 

Prices of apartments will be inclusive of Goods and Services Tax 

(GST) imposed by the Australian Government. This means that the 

only additional costs for investors will be NSW Government stamp 

duty which is 3-4% of the purchase price (depending on the number 

of apartments purchased) and is not payable until the transfer of 

title after completion of construction, and the investor’s own legal 

costs which are estimated at approximately $1500 per apartment. 

PAYMENT OF PURCHASE 

PRICE 

The purchase price is payable as to 20% upon signing contracts 

with the balance of 80% due after 45 days. This money will not be 

paid directly to the Developer but will be dealt with as set out in 

“Pricing and Funding” above. 

FOREIGN INVESTMENT 

REVIEW BOARD (FIRB) 

Because of very recent changes to the Regulations made under the 

Foreign Acquisitions and Takeovers Act it is now not necessary for 

foreign nationals to apply to the FIRB for permission to purchase 

real estate which is designed for tourist accommodation. 

AUSTRALIAN SECURITIES AND 

INVESTMENTS COMMISSION 

(ASIC) 

The offer for sale of these apartments will comply n all respects with 

the managed investments scheme provisions of the Corporations 

Act 2001 and the regulations issued by ASIC. 

INVESTMENT RISK FACTORS 

All investments involve some degree of risk. Many risks cannot be 

controlled by the Company. Some of the risks a potential investor 

should consider, and which could affect the return of capital and 

dividends to investors, include: 

1. Agreement: The Offer and Acceptance contract for the sale of all 

of the Property by the seller to the Company is not completed and 

the Company is unable to purchase the Property. The Company 

would within 2 months return to the Applicants their application 

monies. No interest will be paid on application monies held during 

this period. 

2. Legal: Changes in State or Federal legislation or policies, which 

may affect the return to Investors. 

3. Force Majeure: Force majeure events, economic and political 

instability, which are events outside of the control of the Company. 

4. Terrorist: Terrorist activity may affect the local economy. 

08



09


SECTION 3 The Lease - Birubi Beach Resort

BEACH RESORT 

LEASE PARTICULARS 

THE CONDITIONS 

Landlord: 

Tenant: 

_______________________________ 

Birubi Beach Resort Management Pty Ltd 

Premises: Lot _______ SP. 

Module _________ Birubi Beach Resort 

Gan Gan Rd Anna Bay NSW 

Term: 

3 years @ 7.0% Nett 

Rent: $ _____ per annum payable by monthly 

installments in arrears of $ __________ 

Outgoings: 

Commencement date: 

Termination date: 

Purpose: 

Date of this lease: 

Signed: 

By or on behalf 

of the Landlord: 

By the Tenant: 

Payable by the tenant 

_______________________________ 

_______________________________ 

Resort guest accommodation. 

__ / __ / 20__ 

_______________________________ 

_______________________________ 

_______________________________ 

Signed for Birubi Beach Resort 

Management Pty Ltd 

The Landlord agrees to lease the Premises to the Tenant and the 

Tenant agrees to accept a lease of the Premises from the 

Commencement Date until the Termination Date on the terms and 

conditions set out below. 

1. INTERPRETATION 

1.1 Definitions 

In this Lease, unless otherwise indicated by the context or 

subject matter: 

Commencement Date means the date shown in the lease 

particulars; 

Termination Date means the date shown in the lease 

particulars; 

GST means a goods and services tax or similar valueadded 

tax; 

Landlord means the person named and described in the 

lease particulars; 

Landlord’s Chattels means the chattels, fixtures and 

fittings of the Landlord which are located in the Premises; 

Landlord's Outgoings means all costs, expenses, fees, 

payments, rates, taxes and other charges in relation to the 

ownership, occupation, use, conduct, management and 

maintenance of the Premises, including: 

(a) 

(b) 

land tax, strata levies and other charges levied, 

imposed or charged on the Landlord by the Owners 

Corporation; 

council rates, water rates, other rates and taxes, 

charges, levies and assessments, duties and 

impositions and fees of any kind from time to time 

payable to any government, local government, semigovernment 

or other competent authority separately 

assessed in respect of the Premises; 

but excluding charges for water and electricity consumption; 

Lease means these conditions and the lease particulars; 

Lease Particulars means the lease particulars annexed 

hereto; 

Owners Corporation means the Owners Corporation formed 

by the registration of the Strata Plan; 

Premises means the premises specified in the lease 

particulars and includes the Landlord’s Chattels; 

Rent means the annual rent specified in the lease 

particulars; 

Strata Plan means the strata plan SP…………..; 

Tenant means the person named and described in the 

lease particulars; 

Tenant's Agents means and includes any employees, 

servants, contractors, agents, visitors or invitees of the 

Tenant; and 

The Arena, Joondalup 

I N F O R M A T I O N M E M O R A N D U M - T H E L E A S E - B I R U B I B E A C H R E S O R T 

Term means the term of this Lease shown in the lease 

particulars. 

11

BEACH RESORT 


1.2 Interpretation 

In this Lease, unless otherwise indicated by the context or 

subject matter: 

(a) 

(b) 

(c) 

(d) 

(e) 

(f) 

(g) 

(h) 

references to specific statutes or ordinances in this 

Lease include all regulations under and any 

statutory amendments re-enactments or 

consolidations of them; 

Words importing the singular will include the plural 

and vice versa and words importing one gender will 

include the other genders. 

A reference to a person includes a corporate body 

and vice versa. 

A covenant or agreement on the part of two or more 

persons will bind them and each of them jointly and 

severally and will similarly bind their heirs, executors, 

administrators and successors in title and permitted 

assigns of them. 

Headings of clauses, marginal notes and the index 

have been inserted for guidance only and will not be 

deemed to form part of this Lease. 

if the date by which or the period in which anything 

must be done under this Lease ends on a weekend 

day or a public holiday in the capital city of the State 

in which the Premises are located, the date or period 

will be extended to the next day that is not a 

weekend day or a public holiday; 

a provision of or a right created under this Lease 

may not be waived or varied except in writing signed 

by the party or parties to be bound; 

anything (including any amount) is a reference to the 

whole and each part of it. 

1.3 Terms implied by Statute 

(a) Sections 84, 84A and 85 of the Conveyancing Act 

(NSW) 1919 do not apply to and are not implied into 

this Lease. 

(b) 

(c) 

Any provisions and powers implied into this Lease by 

law are expressly negatived to the extent permitted 

by law. 

The parties acknowledge and agree that this lease is 

not within the meaning of any relevant legislation; 

(i) A retail lease; or 

(ii) A residential tenancy 

1. TENANT’S COVENANTS 

The Tenant covenants with the Landlord: 

2.1 Rent 

to pay the Rent at the times and in the manner specified in 

Item 2 to the Landlord or to the party nominated by the 

Landlord; 

2.2 Strata Subdivision 

to observe, conform and comply with and cause the 

Tenant's agents to observe, conform and comply with the 

by-laws of the Owners Corporation, all rules and 

regulations under the Strata Management Act (NSW) 

1996 or covenants contained in any transfer of land or 

service agreement affecting the Premises, the Building or 

the Land; 

2.3 Use of Premises and Sub-Lease 

to use the premises solely as serviced apartments. To 

that end the Tenant may enter into sub-leases or letting 

arrangements which are not inconsistent with this Lease. 

2.4 Compliance with Laws 

to comply with and observe at its expense all statutes, 

ordinances, proclamations, orders and regulations present 

or future affecting or relating to the Building or the 

Premises or the use of them and all notices, orders, 

demands, directions, requests or requirements made by 

any authority whatsoever having jurisdiction or authority 

over or in respect of the Premises or the use of them 

provided that the Tenant will not be under any liability in 

respect of any structural alteration; 

2.5 Compliance with Insurance Requirements 

to comply with all reasonable requests, notices, directions 

or recommendations by the Owners Corporation’s insurer 

provided however the Tenant will not be under any liability 

in respect of any structural alterations or capital works; 

2.6 Use of Fittings and Facilities 

not to use or permit to be used toilets, sinks, drainage or 

other plumbing facilities in the Premises for any purpose 

other than that for which they are intended and not to do 

or permit to be done any act, matter or thing that might 

block or damage the facilities and to make good any 

damage caused to them; 

2.7 Inspection 

to permit the Landlord or the Landlord's agents upon 

reasonable notice at reasonable times in the day 

accompanied by a representative of the Tenant to enter 

upon and inspect the Premises; 

2.8 Structural Alterations 

not to make or permit to be made any structural 

alterations or additions to the Premises without the prior 

written consent of the Landlord; 

12

BEACH RESORT 

2.9 Repairs and Maintenance 

2.9.1 except for fair wear and tear, the Tenant must keep 

the Premises in the same condition as at the start 

of the Lease and properly cleaned, repaired and 

maintained provided further: 

(a) the Tenant may at its sole option elect to replace 

rather than repair some or all of the Landlord's 

Chattels, property in such chattels will pass to the 

Landlord; and 

(b) the Tenant will not be obliged to carry out structural 

repairs or make payments of a capital nature unless 

the need for them results from the Tenant's use of 

the Premises; 

2.9.2 in addition to its obligations set out in clause 2.9.1 the 

Tenant must: 

(a) repair defective windows, lights, doors, locks and 

fastenings and replace missing light globes and 

fluorescent tubes, keys and key cards; 

(b) immediately replace glass which has become 

cracked or broken with glass of similar thickness 

and quality; 

(c) maintain all painted or other finished surfaces in as 

good condition as at the start of the Lease, subject 

to fair wear and tear; and 

(d) maintain and repair the air conditioning equipment 

so that it provides adequate service; and 

1.3 Terms implied by Statute 

3. (DELETED) 

(a) Sections 84, 84A and 85 of the Conveyancing Act 

(NSW) 1919 do not apply to and are not implied into 

this Lease. 

(b) Any provisions and powers implied into this Lease 

by law are expressly negatived to the extent 

permitted by law. 

(c) The parties acknowledge and agree that this lease 

is not within the meaning of any relevant legislation; 

(i) A retail lease; or 

(ii) A residential tenancy 

4. GENERAL AGREEMENTS BETWEEN TENANT & LANDLORD 

4.1 Releases and Indemnities 

(a) The Tenant indemnifies the Landlord against any 

claim resulting from any act or failure to act by the 

Tenant or its employees, agents or contractors while 

using the Premises. 

(b) Despite clauses 4.1(a) and 4.2, the Landlord 

releases the Tenant from all claims, demands, 

liability and expenses by reason of: 

4.2 Tenant's Risk 

The Tenant uses the Premises at its own risk and releases 

the Landlord from all claims resulting from accidents 

occurring on the Premises except in those cases where 

the accident is caused by the Landlord or a person for 

whom the Landlord is responsible. 

4.3 Expiration of Term 

(a) When the term of this Lease ends the Tenant must 

return possession of the Premises to the Landlord in 

clean condition as required by this Lease and 

remove the Tenant's installations and other property 

from the Premises and make good any damage 

caused in removing it. 

(b) 

If the Tenant leaves any of its installations or other 

property on the Premises after the end of the Lease 

unless the Landlord and the Tenant agree otherwise 

that property will be considered abandoned and will 

become the property of the Landlord. 

4.4 Termination of the Lease 

(a) The tenant may terminate the Lease in relation to 

any part of the Premises if the Landlord sells or 

otherwise transfers that part of the Premises. 

(b) 

If the Landlord terminates all or part of the Lease 

under this clause, the Tenant must give notice to the 

Landlord of all advance bookings of the Premises 

and the terms and conditions on which they were 

made and the Landlord must and his transferees 

and assignees honour the terms and conditions of 

those advance bookings. 

5. EVENTS OF DEFAULT AND LANDLORD'S RIGHTS 

5.1 The Landlord may re-enter the Premises and end this 

Lease if: 

5.1.1 the Rent is not be paid on the due date and the 

Landlord has served upon the Tenant a written 

demand requiring such default to be remedied within 

28 days of the date of service of such notice; 

5.1.2 the Tenant fails to perform or observe any of the 

covenants on the part of the Tenant to be performed 

or observed; 

5.1.3 the Tenant: 

(a) becomes bankrupt; or 

(b) 

(c) 

(d) 

(e) 

takes or tries to take advantage of Part 10 of 

the Bankruptcy Act; or 

makes any assignment for the benefit of its 

creditors; or 

enters into a composition or arrangement with 

its creditors; or 

is unable to pay its debts when they fall due; or 


(i) inadequate security or security measures within 

the Building; and 

(ii) breach of the by laws of the Strata Plan by any 

invitee or independent contractor. 

13

BEACH RESORT 

5.1.4 the Tenant is a corporation and: 

9. COSTS, STAMP DUTY AND DISBURSEMENTS 


(a) 

(b) 

(c) 

(d) 

an order is made or a resolution is passed to 

wind it up except for reconstruction or 

amalgamation; or 

goes into liquidation; or 

is placed under official management; or 

has a receiver including a provisional receiver 

or receiver and manager of any of its assets or 

an administrator appointed; or 

5.1.5 a warrant is issued by a court to satisfy a judgment 

that is not satisfied or stayed within 90 days of being 

issued. 

5.2 For the purposes of Section 129 of the Conveyancing Act 

(NSW) 1919 30 days is fixed as the period within which 

the Tenant must remedy a breach capable of remedy and/ 

or make reasonable compensation in money. 

6. LANDLORD'S COVENANTS 

6.1 Quiet Possession 

The Landlord covenants with the Tenant that upon the 

Tenant paying the Rent and performing and observing the 

covenants and conditions in this Lease on the part of the 

Tenant to be performed and observed the Tenant may 

peaceably possess and enjoy the Premises during the 

term or any extension or renewal or overholding under this 

Lease without any interruption or disturbance by the 

Landlord or by any person or persons rightfully claiming 

under or in trust for the Landlord. 

6.2 Landlord's Outgoings 

The Tenant must pay when due the Landlord's Outgoings. 

6.3 Landlord's Consents and Approvals 

Save and except where expressly stated to the contrary 

whenever the consent or approval of the Landlord is 

required pursuant to this Lease such consent or approval 

must not be unreasonably withheld. 

6.4 Consent of the Mortgagee 

The Landlord must if and whenever reasonably required 

by the Tenant obtain at the Landlord's expense the 

consent of any mortgagee of the Premises. 

7. NOTICES 

A notice given under this Lease may be given by post, by 

facsimile or by delivery to the party's last known address or 

registered office. No notices may be given under this Lease at 

the Premises. 

The tenant must pay all costs, stamp duty and disbursements 

in respect of the Lease. 

10. HOLDING OVER 

If the Tenant remains in possession of the Premises without 

objection by the Landlord after the end of the term: 

10.1 the Tenant without any need for written notice of any kind 

is a monthly tenant on the conditions in this Lease 

modified so as to apply to a monthly tenancy; 

10.2 either party may end the tenancy by giving one month's 

written notice to the other at any time; and 

10.3 any monthly rental starts at one-twelfth of the annual Rent 

which the Tenant was paying immediately before the term 

ended unless a different rent has been agreed. 

11. GST 

No GST is payable in respect of this lease. 

14


BEACH RESORT

Information Memorandum - Hannaford Internet Services

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?