SDOT2 Product Disclosure Statement - Stockland
Optus at
Macquarie Park
Stockland Direct Office Trust No. 2
ARSN 115 017 466
Product Disclosure Statement
Stockland Funds Management Limited
ABN 86 078 081 722, AFS Licence Number 241188
Responsible Entity of Stockland Direct Office Trust No. 2
Issue date: 27 July 2005
Stockland I Shopping Centres I Commercial & Industrial I Residential Communities I Apartments I Hotels I Unlisted Property Funds I
Important
Notices
Product Disclosure Statement
This Product Disclosure Statement (PDS) relates to the offer of
85,867,000 Units at a price of $1.00 each.
This is an important document that needs your attention. If you
are in any doubt as to how to interpret or deal with it, consult
your financial adviser.
Issuer of this PDS
Stockland Funds Management Limited ABN 86 078 081 722,
AFS Licence Number 241188 is the issuer of this PDS and the
seller of the Units offered pursuant to this PDS.
Responsible Entity
Stockland Funds Management Limited ABN 86 078 081 722,
AFS Licence Number 241188 is the responsible entity of
Stockland Direct Office Trust No. 2 ARSN 115 017 466 (Trust).
Underwriters, Financier and Limited Liquidity Facility provider
Westpac Banking Corporation ABN 33 007 457 141, AFS Licence
Number 233714 is the Underwriter of 85% of the Units offered
pursuant to this PDS. It is also the Financier and Limited
Liquidity Facility provider.
Stockland Trust Management Limited ABN 86 001 900 741, AFS
Licence Number 241190 as responsible entity of Stockland Trust
ARSN 092 897 348 is the Underwriter of the remaining 15% of
the Units offered pursuant to this PDS.
Property manager
Stockland Property Management Pty Limited
ABN 22 000 059 398.
APIR Product Identification Code
STK0003AU
Important information
This PDS is dated 27 July 2005. This PDS is not required to be
lodged with ASIC. ASIC takes no responsibility for the contents
of this PDS. Applicants should only rely on the information in this
PDS.
Electronic PDS
This PDS may be viewed online on Stockland’s website at
www.stockland.com.au/unlistedpropertyfunds or on Westpac’s
website at www.westpac.com.au/structuredinvestments.
Persons who access an electronic version of this PDS should
ensure that they download and read the entire PDS.
A paper copy of this PDS is available free of charge to any
person in Australia before the Closing Date of the Offer by
telephoning the Stockland Direct Office Trust No. 2 information
line on 1300 723 909.
Offering restrictions
The Offer is only being made to persons in Australia.
No action has been taken to register Units or otherwise permit a
public offering of Units in any jurisdiction outside of Australia.
This PDS does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to make
such an offer or invitation.
The distribution of this PDS in jurisdictions outside Australia may
be restricted by law and persons who come into possession of it
who are not in Australia should seek advice on and observe any
such restrictions. Any failure to comply with such restrictions
may constitute a violation of applicable securities laws.
Glossary
The Glossary in Section 16 defines key terms used.
Disclaimers
Your investment in Units is not an investment in, or a deposit
with or other liability of Westpac Banking Corporation or any
Westpac Group company and is subject to investment and other
risks, including possible delays in repayment and loss of income
and principal invested.
None of the Responsible Entity, Stockland, any other member of
Stockland, Westpac, any other member of the Westpac Group,
Permanent Trustee Company Limited or any of its related parties
or associates, Optus or SingTel Optus Pty Limited gives any
guarantee or assurance as to the performance of the Trust or the
repayment of capital from the Trust or any particular rate of
return (other than as disclosed in Section 7.7.3). Refer to Section
7.7 for guarantees and indemnities provided by Stockland or
Stockland related entities until Lease Commencement.
Neither Optus nor SingTel Optus Pty Limited have been involved
in the preparation of this PDS. They have not authorised or
caused the issue of the PDS and do not make, or purport to
make, any statement in the PDS.
Entities related to Stockland may invest in, lend to or provide
other services to the Trust. Applicants should note the disclosure
of Stockland’s involvement set out in Section 7.2.
Applicants should also note the disclosure of Westpac's various
roles and interests in transactions associated with or incidental
to the Offer. Details of these roles and interests are set out in
Sections 2.2, 3.2, 3.7 and 4. When dealing with Westpac,
Investors should note that Westpac has adopted the 2004
version of the Code of Banking Practice. This code sets
standards of good banking practice that Westpac follows in
dealing with its individual and small business customers and
their guarantors.
The information contained in this PDS is not financial product
advice. This PDS has been prepared without reference to your
investment objectives, financial situation and particular needs. It
is important you read this PDS in its entirety before making a
decision whether to invest. If you are in any doubt, you should
consult your broker or financial or other professional adviser.
Up to date information
Information relating to the Offer that is not materially adverse
may change from time to time. This information may be updated
and made available at www.stockland.com.au/unlistedpropertyfunds
or by contacting the Stockland Direct Office Trust No. 2
information line by telephone on 1300 723 909. A paper copy of
any updated information will be available free on request. The
Responsible Entity recommends that Applicants review any such
additional material before making a decision whether to acquire
Units. If there is any material adverse change, a supplementary
product disclosure statement will be issued.
Master trusts or wrap accounts
SFML authorises the use of this PDS as disclosure to Investors
who access the Units through an IDPS or IDPS-like scheme
(which may be referred to as a master trust or wrap account) or
a nominee or custody service (together, master trusts or wrap
accounts). Those Investors may rely on this PDS.
People who invest in the Units through a master trust or wrap
account do not become direct Investors. The operator or
custodian of the master trust or wrap account will be recorded
as the Investor in the register of Instalment Receipts and will be
the person who exercises the rights and receives the benefits of
an Investor. Reports and documentation relating to the Trust will
be sent to the operator or custodian.
If Investors invest through a master trust or wrap account, they
may be subject to different conditions from those set out in this
PDS, particularly in relation to:
- fees and expenses;
- cut off times, such as for transfer of Instalment Receipts;
- distribution calculations and timing of distributions; and
- payment of interest on Application Monies.
Investors in master trusts or wrap accounts should contact their
adviser or operator for queries relating to their investment.
Pictures in this PDS
All pictures in this PDS (including on the cover of this PDS) are
an artist’s impression of the proposed Buildings to be
constructed on the Property in which the Trust will have a 49%
indirect interest.
Dear Applicant
On behalf of Stockland Funds Management Limited, it is my pleasure to invite you to acquire Units in Stockland
Direct Office Trust No. 2 (Trust).
The Trust provides Applicants with the opportunity to gain exposure to a new commercial office campus which is
currently under construction in Macquarie Park, Sydney, and which will be fully leased to Optus for an average
lease term of 15 years. The Property has been valued at $351.1 million assuming the Buildings were completed
on 1 July 2005 and will be owned by Macquarie Park Trust (MPT). The Trust will hold a 49% indirect interest in the
Property from Lease Commencement.
Stockland, one of Australia’s leading listed property groups, will contribute its extensive property management
expertise with the aim of maximising the financial return from the Property. Stockland Trust will provide a strong
alignment of interests with Investors by:
- indirectly owning at least 31% of the Property on Lease Commencement; and
- intending to apply to purchase 5% of the Units on equal terms and conditions with other Investors.
The Offer seeks to raise $85.867 million from Investors. Investors will pay for their Units in two instalments. The
First Instalment of $0.40 per Unit is payable on Application, and the Final Instalment of $0.60 per Unit is payable,
subject to certain conditions, in approximately eight years' time. To evidence their ownership interest Investors
will receive Instalment Receipts to be held until the Final Instalment Payment Date, at which time they will receive
fully paid Units.
Key attributes of the Offer to Investors include:
- an indirect investment through MPT in six new campus-style office buildings which are currently under
construction;
- a guarantee and indemnity from Stockland, or Stockland related entities, protecting Investors from
development risks until Lease Commencement;
- a long term lease to Optus from Lease Commencement, which is guaranteed by SingTel Optus Pty Limited,
an entity rated A+ stable by Standard & Poor’s 1 ;
- a forecast cash yield on the First Instalment equal to the floating 90-day bank bill rate, which steps up to 7.50%
per annum on Lease Commencement;
- distributions that are paid quarterly and are forecast to be 100% tax deferred during the Forecast Period to 30
June 2009;
- a Limited Liquidity Facility provided by Westpac that gives all Investors the opportunity to apply to sell a limited
number of Instalment Receipts on or after Lease Commencement, subject to conditions; and
- an Offer fully underwritten by Westpac (85%) and Stockland (15%).
These attributes should be read in conjunction with the risks identified in Section 10 of this PDS.
I encourage Applicants to read this PDS carefully and submit an Application Form as soon as possible. If you have
any enquiries about the Offer, please consult your financial adviser before making a decision whether to invest.
Yours faithfully
Robb Macnicol
Chief Executive Officer
Stockland Unlisted Property Funds
1
Section 15.10 provides further information about the ratings
Contents
01
1 Key Investment Features 3
2 Details of the Offer 9
3 The Trust 13
4 Instalment Receipts 19
5 The Property 24
6 The Leases and the Tenant 28
7 About Stockland 31
8 Financial Information 38
9 Fees 52
10 Risk Factors 58
11 Valuation Report 64
12 Financial Services Guide and Independent Accountant's Report 68
13 Taxation Report 73
14 Legal Report for Superannuation Investors 79
15 Additional Information 81
16 Glossary 94
Guide to the Application Form 99
Application Form 103
Directory
Inside back cover
02
What you
need to do
Applicants who wish to participate in the Offer need
to complete the following five steps:
1. Read
Read this PDS in full paying particular attention to the
Important Notices set out on the inside front cover of
this PDS.
2. Consider
Consider all the risk factors and other information
concerning the Units, Instalment Receipts and the
Trust in light of your own particular investment
objectives and circumstances. In particular, consider
the unlisted nature and limited liquidity of the Trust.
You may contact the Stockland Direct Office Trust No.
2 information line by telephone on 1300 723 909 if
you need more information or clarification.
3. Consult
Consult your financial, taxation or other professional
adviser before deciding whether to invest in Units and
the Trust.
Successful Applicants should clearly understand that
they take on a number of obligations including the
payment of Interest and Fees whilst the Final
Instalment remains unpaid, and payment of the Final
Instalment. Should the Trust not perform as forecast,
Investors may need to meet these obligations from
their own resources.
4. Complete
Complete the Application Form included at the back
of or accompanying this PDS. Investors should refer
to the Guide to the Application Form which is also
included at the back of this PDS.
Submit payment of the First Instalment ($0.40 per
Unit) with a signed, completed Application Form.
Payment must be made by cheque in Australian
currency. Cheques must be crossed "not negotiable"
and made payable to "Stockland Funds Management
Limited - on A/C of ".
5. Mail
Mail the completed Application Form together with
your cheque to:
Stockland Direct Office Trust No. 2 Offer
C/- Westpac Banking Corporation
Reply Paid A990
Sydney South NSW 1234.
The completed Application Form, together with your
payment must be received by no later than 5.00pm
(Sydney time) on the Closing Date, which is
scheduled for 16 September 2005.
Important dates 1
Opening Date of Offer 27 July 2005
Closing Date of Offer 16 September 2005
Final Allocation 2 27 September 2005
Issue of Investor statements 5 October 2005
First distribution to Investors 3 By 28 February 2006
Final Instalment of $0.60 per Unit 4 30 June 2013
Notes.
1. These dates are indicative only and may change.
SFML has the right to close the Offer early or
extend the Offer without notice. Applicants are
encouraged to submit their Applications as soon
as possible after the Offer opens.
2. Refer to Section 2.6 for information on the
allocation of Units.
3. The first distribution to Investors relates to the
period from Final Allocation to 31 December 2005.
4. There are a number of circumstances in which the
Final Instalment Payment Date may be
accelerated or delayed. Refer to Sections 4.4 and
4.5 for further information.
Each Application must be for a minimum of 25,000
Units with the payment of the First Instalment of
$0.40 per Unit on Application (minimum $10,000).
Applications for more than 25,000 Units must be in
multiples of 1,000 Units (additional $400 per First
Instalment).
1.
Key Investment
Features
03
The following table shows the key investment features of the Offer. The “Summary” indicates the kind of
information you can find in this PDS, but is not intended to be a complete summary. To find further information
on each “Feature” listed below, refer to the relevant Section in this PDS listed under “Section”. You should read
the whole PDS and seek any advice you need before deciding whether to invest.
Key investment features
Feature Summary Section(s)
The Offer
Offer of Units
Final Instalment
Investment
strategy
The Offer, which is the subject of this PDS, is for 85,867,000
Units issued at $1.00 each. Payment for the Units will be
made in two instalments:
- the First Instalment of $0.40 per Unit is payable on
Application; and
- the Final Instalment of $0.60 per Unit is, subject to certain
conditions, scheduled for payment on 30 June 2013.
The Security Trustee will hold legal title to the Units while the
Final Instalment remains unpaid. Investors will receive
Instalment Receipts, which they will hold until the Final
Instalment Payment Date, as evidence of their beneficial
interest in Units. Once the Final Instalment is paid, Investors
will receive fully paid Units.
Investors will not be required to pay the Final Instalment of
$0.60 per Unit until the Final Instalment Payment Date
(expected to be 30 June 2013); however, Investors will be
required to pay Interest and Fees on the Final Instalment.
The interest rate on the Final Instalment is fixed at 6.79% per
annum until 30 June 2013.
The Application Form includes undertakings from Investors to
pay the Security Interest Holder the Final Instalment on the
Final Instalment Payment Date and to pay Interest and Fees on
the Final Instalment when due. An Investor may also be liable
to pay default interest on any unpaid amount together with
recovery costs.
SFML is the Security Interest Holder; however, it is intended
that Westpac will become the Security Interest Holder shortly
after Final Allocation. The Security Interest Holder as at Lease
Commencement will be required to pay the balance of the
unpaid call on Units ($0.60 per Unit) to the Responsible Entity.
The Trust will:
- provide a loan to MPT on which the Trust will receive
interest from Final Allocation to Lease Commencement
(estimated to be 1 July 2007); and
- from Lease Commencement, hold a 49% indirect interest
in the Property which will be leased to Optus for an average
lease term of 15 years.
2.1 and 4
4 and
Application Form
2.1 and 6.2
04
1.
Key Investment
Features (cont.)
Key investment features
Feature Summary Section(s)
The Offer
Minimum
investment
Term of the Trust
Important date
Applications must be for a minimum of 25,000 Units and
thereafter in multiples of 1,000 Units. As a minimum:
- the First Instalment ($0.40 per Unit) payable on Application
is $10,000; and
- the Final Instalment ($0.60 per Unit) payable on the Final
Instalment Payment Date (scheduled for 30 June 2013,
subject to conditions) is $15,000.
A meeting of Investors is to be held prior to 31 December 2012
and Investors will vote on terminating or continuing the Trust.
Closing Date of the Offer 16 September 2005
2.3 and 4.4
3.4
2.4
Benefits
Forecast
Statements of
Distributions and
tax deferred
component of
distributions
The forecast Statements of Distributions (which are net of
Interest and Fees on the Final Instalment) for the Trust for each
of the years in the Forecast Period, assuming Lease
Commencement on 1 July 2007, are set out below:
Financial Year 2006 2007 2008 2009
Pre-tax return 90-day bank bill 7.50% 7.55%
rate (5.70% pa as (3.000 cents (3.020 cents
at 27 June 2005)* per First per First
Instalment) Instalment)
Tax deferred
component
100% 100% 100% 100%
of distributions
After Tax Return 90-day bank bill rate 12.56% # 12.61% #
(5.70% pa as (5.024 cents (5.044 cents
at 27 June 2005)* per First per First
Instalment) Instalment)
8.3 and 8.4
Distributions
# The After Tax Return is higher than the pre-tax return in
2008 and 2009 as it assumes deductions of Interest and
Fees associated with the Final Instalment are available to
Investors. The After Tax Returns are based on a marginal
rate of income tax of 48.5%.
* If the 90-day bank bill rate is 5.70% per annum, the pre-tax
return and After Tax Return will be 2.280 cents per First
Instalment.
Quarterly, paid within two months of 31 March, 30 June, 30
September and 31 December each year, the first distribution
being payable by 28 February 2006. All Interest and Fees relating
to the Final Instalment will be deducted by the Security Trustee
from Investors’ entitlement to receive gross distributions.
3.3 and 4.6
05
Key investment features
Feature Summary Section(s)
Benefits
Limited Liquidity
Facility
Limited recourse
Bank Loan and
fixed interest
rates
No development
risk
Net Tangible
Assets (NTA)
Cornerstone
investment
Underwriting
The Property
Property and
Optus Lease
The Responsible Entity has arranged for Westpac to provide a
Limited Liquidity Facility from Lease Commencement under
which Westpac will be prepared to purchase up to 1,000,000
Instalment Receipts per Quarter from Investors at a 2.5%
discount to NTA per Unit. A processing fee will apply. This
facility may be terminated by Westpac without notice to
Investors at any time and is subject to the conditions detailed
in Section 3.7.
The Trust intends to borrow $107,226,000 from the Financier for
a period of approximately eight years, with recourse solely to
the assets of the Trust (Bank Loan). This Bank Loan will be
used for the provision of:
- a loan to MPT until Lease Commencement and the
acquisition of the Trust’s Property Interest (Term Loan Facility);
- the Trust’s share of capital expenditure (Capital Expenditure
Facility); and
- cash flow management (Overdraft Facility).
The interest rates for the Term Loan Facility have been fixed at
6.37% per annum until 1 July 2007 and at 6.45% per annum
from 1 July 2007 until 30 June 2013. The Gearing Ratio is
forecast to be 60%.
The Trust has the benefit of guarantees and an indemnity from
Stockland, or Stockland related entities, until Lease
Commencement protecting Investors from development risks.
The NTA value of Units in the Trust calculated in accordance
with A-IFRS is forecast to be $0.92 per Unit on Lease
Commencement.
Stockland Trust intends to apply for 5% of the Units on the
same terms and conditions as other Investors. Following
Lease Commencement Stockland Trust intends to hold at least
31% of the ordinary units in MPT.
Westpac has underwritten the subscriptions for 85% of the
Units. Stockland Trust has underwritten the subscriptions for
the remaining 15% of Units.
Property
Optus at Macquarie Park (formerly North Ryde),
NSW.
Tenant Optus Administration Pty Limited.
Guarantor SingTel Optus Pty Limited, which is rated A+
of the stable by Standard & Poor’s (refer to Section
Optus Lease 15.10).
3.7
2.1, 3.2 and 4
7.7
8.5
2.1 and 3.1
2.2
5.2 and 6.2
06
1.
Key Investment
Features (cont.)
Key investment features
Feature Summary Section(s)
The Property
Property and
Optus Lease
Fees and
other costs
Lease term An average lease term of 15 years from Lease
remaining Commencement (estimated to be 1 July 2007
following completion of the development). There
are three separate leases each for two Buildings
with initial lease terms of 14, 15 and 16 years
respectively.
Rent and Net rent of $24.578 million per annum from
rent reviews Lease Commencement which increases by 3%
on each anniversary of the leases, excluding the
first anniversary where there is no rent review
and the sixth anniversary where there is a
market review of the rent subject to defined limits.
Partial Optus may, on the seventh anniversary of the
surrender date of Lease Commencement, surrender
Building A (approximately 18% of the total leased
area), provided that not less than 18 months’
notice is given.
Valuation $351.108 million assuming the Buildings were
completed on 1 July 2005, prepared by Jones
Lang LaSalle (NSW) Pty Limited and dated 1 July
2005. The Trust's Property Interest (49%) has
been valued at $172.043 million.
The following table shows a summary of some of the fees and
other costs (stated inclusive of GST less any input tax credits)
that may be charged to the Trust. A complete table of fees and
other costs is detailed in Section 9.
Trust Trust establishment fee of $7,165,584
establishment calculated as 4% of the value of the Trust’s
fee Property Interest, plus a services arranging fee of
$936,963 for professional adviser costs and PDS
production costs.
Management -
costs
Management fee of 0.46125% per annum of
the gross asset value of the Trust, although
the Responsible Entity intends to defer part
of this fee (refer to Section 9.2.1).
- Performance fee of between 1.025% and
2.050% of the Net Sales Proceeds if the final
distribution per Unit is greater than the
Application Price by 6% or more. Further
details are provided in Section 9.2.2.
- Reimbursable costs and expenses of
approximately 0.26% per annum on average
over the Forecast Period of the gross asset
value of the Trust.
5.2 and 6.2
9
07
Key investment features
Feature Summary Section(s)
Fees and
other costs
Withdrawal No withdrawal fee charged by the Trust, but if the
fee Limited Liquidity Facility is used, 2.5% of the
NTA per Unit for each Instalment Receipt sold
plus transaction costs and a processing fee of
$110 per parcel of Instalment Receipts.
Interest and Investors have an obligation to pay quarterly
Fees on Interest and Fees on the Final Instalment until
the Final the Final Instalment Payment Date as detailed in
Instalment Section 9.2.3 which will be deducted by the
Security Trustee from Investors’ entitlement to
receive gross distributions. The Financial
Forecasts are calculated after deducting any
Interest and Fees relating to the Final Instalment.
9
Risks
Key risks specific to an investment in the Trust include:
- if Lease Commencement has not occurred by 1 July 2008
or such longer period as approved by Investors by Special
Resolution, Investors will receive their Application Monies
back in full;
- if Lease Commencement occurs prior to 1 July 2008, but
after 1 July 2007, Investors will continue to receive the
90-day bank bill rate until Lease Commencement;
- from Lease Commencement, Investors will have an indirect
interest in the Property which will be leased to a single
tenant, which means that Investors will be exposed to the
risk that Optus and the Guarantor of the Optus Lease,
SingTel Optus Pty Limited, default on their obligations;
- there is no secondary market and no redemption facility for
Instalment Receipts, and although a Limited Liquidity Facility
is intended to operate from Lease Commencement, the
Limited Liquidity Facility may be terminated at any time
without notice to Investors under certain circumstances; and
- the Bank Loan and liability for the Final Instalment, which
when aggregated, increases the Gearing Ratio to 90%, may
magnify the losses (and gains) to Investors.
Section 10 provides a more detailed analysis of risks associated
with the Offer.
10
08
1.
Key Investment
Features (cont.)
Key investment features
Feature Summary Section(s)
Other investment
information
Taxation
Superannuation
funds
The report in Section 13 prepared by Deloitte states a tax
deduction for Interest and Fees paid by Investors on the Final
Instalment is likely to be available where the Investor’s purpose
for investing is the derivation of future assessable income
(other than capital gains) in excess of the amount of these
deductions.
Trustees of superannuation entities should obtain their own
professional advice and exercise their own skill and care in
determining whether an investment in the Trust is appropriate.
The report in Section 14 prepared by Mallesons Stephen
Jaques states that:
- Instalment Receipts do not constitute a “borrowing”, but
there is a risk that APRA or the ATO may take a different
view; and
- for the purposes of complying with the "in-house" asset
rules, a SMSF would need to restrict its investment under
the terms of the Offer together with any other "in-house"
assets it has, to 5% of the market value of all of its assets.
3.8, 4.7, 10.5
and 13
4.14 and 14
2.
Details
of the Offer
09
2.1 The Offer
The Offer, which is the subject of this PDS, is for the
sale by Stockland Funds Management Limited (SFML)
of 85,867,000 Units at $1.00 each. The investment
will be evidenced by Instalment Receipts. SFML is
the seller of the Units and the issuer of Instalment
Receipts.
Instalment Receipts represent an Investor's beneficial
interest in Units and are functionally similar to partly
paid units. By participating in the Offer, Investors will
acquire the benefits of ownership of Units subject to
the obligation to pay the Final Instalment and Interest
and Fees on the Final Instalment.
Following payment of the First Instalment on
Application, Investors will receive Instalment Receipts
which they will hold until the Final Instalment is paid,
though they can transfer or sell their Instalment
Receipts (and hence their interest in the underlying
Units) prior to the Final Instalment Payment Date.
While the Final Instalment remains unpaid, legal title
to the Units will be held by the Security Trustee.
Upon payment of the Final Instalment by Investors to
the Security Interest Holder, the Instalment Receipts
and Units will be redeemed and new Units will be
issued to Investors within 40 Business Days. Deloitte
has confirmed in its Taxation Report in Section 13 that
CGT rollover relief should be available to Investors
(subject to any changes in the law). Upon issue of
new Units, Investors will then have both the legal and
beneficial interest in the Units.
The First Instalment payable by Investors is $0.40 per
Unit on Application. The Final Instalment of $0.60 per
Unit will be payable to the Security Interest Holder on
the Final Instalment Payment Date (in approximately
eight years time, subject to certain conditions detailed
in Sections 4.4 and 4.5).
Structure of the Offer
Investors
Investors have a beneficial
interest in Units which is
subject to the Security
Interest.
Security Trustee
Instalment Receipts are issued to
Investors following payment of the First
Instalment. Investors must pay Interest
and Fees and the Final Instalment to the
Security Interest Holder.
The Security Interest Holder holds
a Security Interest in the Units.
Security Interest Holder
Units are issued to the
Security Trustee.
The Security Interest Holder
has an obligation to pay $0.60 per Unit on Lease
Commencement to the Responsible Entity.
Trust
The Trust makes a loan to
MPT. Following Lease
Commencement the Trust
will hold 49% of the
Ordinary Units in MPT.
MPT*
Financier provides the Bank
Loan to the Trust.
Optus Lease in place from Lease
Commencement.
Financier
Optus
MPT owns the Property.
Property
* Section 3.1 provides details of the MPT unitholders and Section 15.3 provides details in relation to the
proposed MPT Investors’ Deed which will govern these unitholders.
10
2.
Details
of the Offer (cont.)
SFML is presently the beneficial owner of all of the
Units with legal title held by the Security Trustee. The
Units were issued for $1.00 each and are currently
paid up to a nominal amount. SFML will use the
proceeds of the Offer to ensure that the Units are
paid up to $0.40 per Unit on or before the date of
Final Allocation. The Trust will then use:
- the paid up value of the Units; and
- the first tranche of the Term Loan Facility,
to pay the Trust’s establishment and Offer costs and
to make a loan to MPT on which the Trust will receive
interest. Section 8.6 details the source and
application of these funds.
The Security Trustee will hold the Units on trust for
Investors (who will have the beneficial interest in the
Units) subject to the rights of the Security Interest
Holder as unpaid vendor. SFML is currently the
Security Interest Holder. However, it is intended that
Westpac will become the Security Interest Holder
shortly after Final Allocation and therefore will be
entitled to receive Interest and Fees and the Final
Instalment from Investors.
MPT owns the Property and has entered into an
agreement with Stockland Development (a related
company of SFML) to construct the Buildings.
Construction has commenced and is estimated to be
completed by 30 June 2007. Section 5 sets out
further information on the Property.
On Lease Commencement (estimated to be 1 July
2007), the Trust will use:
- the balance of the Term Loan Facility;
- the proceeds available following repayment of the
loan made to MPT; and
- the final call of $0.60 per Unit to be paid by the
Security Interest Holder,
to subscribe for 49% of the Ordinary Units in MPT.
Section 8.6 also details the source and application of
these funds.
If Lease Commencement does not occur by 1 July
2008 (which allows for one year beyond the
scheduled completion date) or such longer period as
approved by Investors by Special Resolution, then:
- Stockland Corporation will be required to pay the
Trust an amount equal to the Trust’s establishment
and Offer costs; and
- the Responsible Entity will redeem all Units and
repay Application Monies (First Instalment) to
Investors. Investors will not be entitled to interest
on their Application Monies but will be entitled to
retain any distributions paid by the Trust up to the
date of repayment.
In these circumstances, Investors will be released
from their obligation to pay the Final Instalment. MPT
has the right to repay the loan from the Trust (which
then obliges Stockland Corporation to reimburse the
Trust for establishment and Offer costs) at any time
prior to 1 July 2008 if Stockland Development, in its
reasonable opinion, advises MPT that Lease
Commencement cannot be achieved by 1 July 2008.
2.2 Fully underwritten Offer
SFML has entered into an Underwriting Agreement
with Westpac and Stockland Trust under which
Westpac has underwritten the subscriptions for 85%
of the Units and Stockland Trust has underwritten the
subscriptions for the remaining 15% of the Units (of
which Stockland Trust intends to apply for 5% of the
Units as a cornerstone investor). Further information
on the Underwriting Agreement is provided in
Section 15.4.
2.3 Minimum investment
Applications must be for a minimum of 25,000 Units
and thereafter in multiples of 1,000 Units. As a
minimum:
- the First Instalment ($0.40 per Unit) payable on
Application is $10,000; and
- the Final Instalment ($0.60 per Unit) payable on
the Final Instalment Payment Date (scheduled for
30 June 2013, subject to conditions) is $15,000.
The Responsible Entity may, with the agreement of
the Underwriters, waive the minimum Application
requirements.
- MPT will be required to repay the loan provided by
the Trust;
11
2.4 How to apply for Units
To apply for Units, please complete the Application
Form included at the back of or accompanying this
PDS.
When you have completed the Application Form,
attach a cheque for an amount equal to the First
Instalment ($0.40 per Unit) multiplied by the number
of Units applied for.
All cheques should be made payable to "Stockland
Funds Management Limited - on A/C of " and crossed "not negotiable". All
payments must be in Australian currency. Application
Monies must be paid by cheque and will not be
accepted by cash, BPay, direct bank credit or any
other form of electronic funds payment.
The completed Application Form and cheque(s) should
be sent together to the following address:
Stockland Direct Office Trust No. 2 Offer
C/- Westpac Banking Corporation
Reply Paid A990
Sydney South NSW 1234.
Completed Application Forms and cheque(s) must be
received no later than 5.00pm (Sydney time) on the
Closing Date which is scheduled for 16 September
2005.
If you have any questions about what you need to do
please call either the Stockland Direct Office Trust No.
2 information line on 1300 723 909 or Westpac
Structured Investments on 1800 024 420.
2.5 Terms and conditions in the
Application Form
By applying for Units, Applicants agree to accept a
number of obligations as set out on the back of the
Application Form. These terms and conditions include:
- acknowledgement that the accompanying
cheque(s) represent payment of the First
Instalment only;
- a direction that all Units represented by Instalment
Receipts are to be held by the Security Trustee in
accordance with the Security Trust Deed;
- an acknowledgement that the Applicant will be
issued with an Instalment Receipt by SFML in
respect of each Unit held by the Security Trustee
on the Investor’s behalf; and
- an agreement to be bound by all the terms and
conditions of the Offer to purchase Units as set
out in this PDS and the terms and conditions of
the Security Trust Deed, including without
limitation:
(i) the obligation to pay the Security Interest
Holder the Final Instalment on the Final
Instalment Payment Date;
(ii) the obligation to pay the Security Interest
Holder Interest and Fees on the Final
Instalment when due until the Final Instalment
Payment Date, together with additional default
interest on, and the recovery of costs of, any
unpaid amounts;
(iii) the requirement that no encumbrances (such
as a mortgage) may be created or arise over a
Unit, which could adversely affect, or make
conditional, the Security Interest Holder’s
Security Interest without the prior written
consent of the Security Interest Holder until
the Security Interest Holder’s Security Interest
has been fully satisfied; and
(iv) the requirement that any transfer of Instalment
Receipts is to be effected in the manner
prescribed in the Security Trust Deed.
2.6 Handling of Applications
Interest earned on Application Monies for the period
from banking of the Application Monies until
allocation of Units will be paid to successful
Applicants along with the Trust’s first distribution for
the period to 31 December 2005 (to be paid by 28
February 2006). However, interest need not be paid
on Application Monies received through a master
trust or wrap account, based on arrangements with
the providers of those services.
Application Monies will be returned to unsuccessful
Applicants as soon as possible but no later than eight
weeks after the date of Final Allocation, together with
any accrued interest.
Units will be allocated at the complete discretion of
the Responsible Entity subject to the Underwriting
Agreement (refer to Section 15.4) and may be
allocated in tranches. It is expected that Final
Allocation will take place on 27 September 2005.
Further details of the allocation of Units are included
in Section 15.6.
12
2.
Details
of the Offer (cont.)
2.7 No cooling off
Investors should note that the Trust will not be "liquid"
for the purposes of the Corporations Act. The Trust
will:
- provide a loan to MPT on which the Trust will
receive interest until Lease Commencement
(estimated to be 1 July 2007); and
- from Lease Commencement, hold a 49% indirect
interest in the Property via Ordinary Units in MPT.
The loan to MPT is not repayable on call and Ordinary
Units in MPT cannot be readily redeemed. Therefore
there will be no cooling off period in relation to
Applications. By submitting an Application, Applicants
will be deemed to have applied for the number of
Units for which payment is made. Once an
Application has been lodged, it cannot be withdrawn.
However, Investors may apply to sell their Instalment
Receipts using the Limited Liquidity Facility on or
after Lease Commencement, which is estimated to
be 1 July 2007. The conditions of the Limited
Liquidity Facility are detailed in Section 3.7.
2.8 Important considerations
Applicants should clearly understand that, if their
Application is successful, they take on a number of
obligations including the payment of Interest and Fees
on the Final Instalment on a quarterly basis and
payment of the Final Instalment on the Final
Instalment Payment Date. The payment of the
Interest and Fees will coincide with the quarterly
distributions made by the Trust and will be
automatically deducted by the Security Trustee from
Investors’ entitlement to receive gross distributions.
Section 4.6 details the Interest and Fees payable.
Investors should note that they will have an effective
Gearing Ratio of 90% on Final Allocation taking into
account the liability associated with the Final
Instalment (30% Gearing Ratio) and the Bank Loan
(60% Gearing Ratio). The level of the Gearing Ratio
may change over time depending on the drawn
balance of the Bank Loan, the Final Instalment and
the carrying value of the Trust’s gross assets.
The obligations and risks associated with the Final
Instalment are detailed in Sections 4 and 10.4. It is
important to note that the Security Interest Holder
has full recourse to an Investor for payment of all
outstanding amounts, including Interest and Fees and
the Final Instalment. Should the Trust not perform as
forecast, Investors may need to pay all or part of the
Interest and Fee payments and the Final Instalment
(together with any default interest and costs) from
their own resources. In certain circumstances, the
Final Instalment will become payable prior to 30 June
2013 (see Section 4.4). Investors should note that if
Westpac becomes the Security Interest Holder
following Final Allocation, all Interest and Fee
payments and the Final Instalment will be owed to
Westpac and Westpac has no involvement with or
control over the performance of the Trust and the
Units or Instalment Receipts.
Investors should consult their financial adviser before
deciding whether to invest in Units.
The Financial Forecasts assume payment of the
Interest and Fees.
3.
The Trust
13
3.1 Structure of the investment
The Trust is a managed investment scheme which
was registered with ASIC on 12 July 2005. It currently
has 85,867,000 Units on issue which are held by the
Security Trustee and beneficially owned by SFML.
The Units were issued for an issue price of $1.00
each and are paid only to a nominal amount.
The Trust has been established solely for the purpose
of providing a loan to MPT until Lease
Commencement and investing in Ordinary Units in
MPT on Lease Commencement. MPT owns the
Property. MPT is currently wholly owned by
Stockland Trust. On Lease Commencement,
Stockland Trust intends to reduce its interest in MPT
to a minimum of 31% by facilitating the issue of
ordinary units in MPT to the Trust (49%) and a
Wholesale Investor (20%). Stockland is currently
negotiating with a Wholesale Investor on price and
terms similar to that offered to the Trust. Any
proposed acquisition of ordinary units in MPT by
Wholesale Investor(s) prior to Lease Commencement
will be made on price and terms similar to that
provided to the Trust. Accordingly, MPT will be
owned by at least three separate entities on Lease
Commencement.
It is not intended that the Trust will acquire additional
properties in the future. However, MPT may
construct further buildings for Optus on the Property
if Optus requests such space, planning approval is
obtained, and MPT and Optus agree on the terms of
an additional lease. If the Trust is not able to fund its
share of the construction costs (which may be
achieved by increasing the amount of the Bank Loan),
then the Trust's Property Interest may be diluted to
less than 49% of the ordinary units in MPT. The
Responsible Entity will not agree to the construction
of further buildings if the Financial Forecasts are
adversely affected.
Proposed ownership of the Property on Lease Commencement
5%
Stockland Trust Wholesale Investor Trust
20%
31%
49%
MPT
Property
14
3.
The Trust (cont.)
3.2 Bank Loan
The Responsible Entity has received and accepted a letter of offer from Westpac for the provision of a Bank
Loan to the Trust. This Bank Loan is summarised below:
Facility Interest rate
Component of Bank Loan Purpose $ million per annum 5
Term Loan Facility To fund the loan to MPT and, on Lease 103.226 1 6.45% 2 & 5
Commencement, to fund the acquisition
of Ordinary Units in MPT
Capital Expenditure Facility To fund the Trust's share of capital 3.000 Variable 3
expenditure
Overdraft Facility To fund the day-to-day cash flow 1.000 Variable 4
management of the Trust
Total 107.226 6
Notes:
1. The Term Loan Facility will be drawn in two tranches: $7.425 million on the date of Final Allocation and the
balance of $95.801 million on Lease Commencement.
2. The interest rate on the Term Loan Facility has been fixed at 6.45% per annum (including the line fee and
margin) for the period from 1 July 2007 to 30 June 2013. The interest rate on the first tranche of the Term
Loan Facility has been fixed at 6.37% per annum until 30 June 2007. The Responsible Entity has agreed
with the Financier to defer or prepay some of the components of the Bank Loan which is beneficial to the
Trust.
3. The variable rate of interest on the Capital Expenditure Facility is based on the 90-day bank bill rate plus a
margin of 0.325% per annum.
4. The variable rate of interest on the Overdraft Facility is based on the bank bill overdraft rate plus a margin of
0.325% per annum.
5. The margin on the Term Loan Facility and line fee on the Bank Loan are being deferred until Lease
Commencement, and then the remaining margin and line fee for the period to 30 June 2013 is intended to
be prepaid on Lease Commencement. The interest rate shown above of 6.45% per annum for the Term
Loan Facility is prior to any deferment or prepayment of the margin.
6. An establishment fee of 0.15% of the total Bank Loan facility is payable on the first drawdown of the
facility.
15
3.3 Trust distributions
Trust distributions will be paid quarterly within two
months from the end of the Quarter in respect of
earnings of the Trust for the preceding three months
ending 30 September, 31 December, 31 March and
30 June.
The first distribution for the Trust will be for the period
from Final Allocation until 31 December 2005 and will
be paid by 28 February 2006.
3.4 Trust investment strategy
Prior to 31 December 2012, the Responsible Entity
will convene a meeting of Investors to consider an
investment strategy recommended by the
Responsible Entity which could include, but is not
limited to, the following:
- continuation of the Trust with a defined investment
and liquidity strategy;
- sale of the Units in consideration for units in
another trust;
- a public offering of the Trust or the Trust’s Property
Interest with the potential participation of
Investors by way of a separate offer document;
and/or
- outright disposal of the Trust’s Property Interest
and termination of the Trust, in which case the
Trust must first offer its interest in MPT to the
other unitholders in MPT, including Stockland Trust,
in line with the process set out in Section 3.5.
The Responsible Entity will recommend an
investment strategy which it considers will deliver the
overall most favourable outcome to Investors, on
balance, having regard to the risk and rewards of the
strategy, the financial position of the Trust and the
obligation of Investors to pay the Final Instalment.
The directors of the Responsible Entity will be
required to approve the approach to be recommended
to Investors. Any Stockland executive directors on the
board of the Responsible Entity will be excluded from
voting in relation to the selection of any investment
strategy recommendation that involves Stockland as a
principal other than as defined in this PDS (for
example, as Property manager or Responsible Entity -
refer to Section 7.2).
If an investment strategy contemplates a deferral of
the Final Instalment Payment Date, then the consent
of the Security Interest Holder will be required before
the strategy can be recommended or approved by
Investors and implemented by the Responsible Entity.
The Security Interest Holder may, in its absolute
discretion, withhold its consent to any deferral of the
Final Instalment Payment Date and will not be
required to consider the interests of Investors when
making its determination.
3.5 Process for disposal of the Trust’s
Property Interest
In the event that the Responsible Entity makes a
recommendation to Investors to dispose of the Trust’s
Property Interest and Investors support the
recommendation by passing a Special Resolution, the
Responsible Entity will endeavour to sell the Trust’s
Property Interest. The disposal of the Trust’s Property
Interest may involve:
- a disposal to Stockland Trust and/or the other
investors in MPT;
- a disposal through a public sale process; and/or
- an alternative exit mechanism.
In accordance with the proposed MPT Investors'
Deed (refer to Section 15.3), if the Trust wishes to
deal with the Trust's Property Interest, it must first
give notice to the responsible entity of MPT which
will commission a valuation of the Property and
calculate the Net Tangible Asset (NTA) per Ordinary
Unit. The Trust must first offer its interest to the other
MPT unitholders by written notice at a price
calculated at the NTA per Ordinary Unit (Original
Offer).
The other MPT unitholders will then have 20 Business
Days to accept the Original Offer. If one or more
unitholders accept the Original Offer, the Responsible
Entity will dispose of the Trust's Property Interest to
those parties on the terms set out in the written
notice of Original Offer.
16
3.
The Trust (cont.)
If the Original Offer is not accepted within 20
Business Days, then the Responsible Entity may
either:
- commence a public auction process to sell the
Trust’s Property Interest. The Responsible Entity
will have 115 Business Days from the date of its
Original Offer to sell the Trust’s Property Interest.
If the Trust’s Property Interest is not sold in that
period, the Responsible Entity must again comply
with the pre-emption process in the proposed
MPT Investors’ Deed as described above; or
- offer the Trust's Property Interest to other MPT
unitholders by written notice at a lower price or
materially different terms than the Original Offer
(Substitute Offer) after it has received approval
from Investors by majority resolution. The other
MPT unitholders will then have 15 Business Days
within which to accept the Substitute Offer. If the
Substitute Offer is accepted, the Responsible
Entity will dispose of the Trust's Property Interest
to those accepting MPT unitholders on the terms
set out in the written notice of Substitute Offer.
The Trust's Property Interest cannot be sold to a major
competitor of Optus. In addition, the proposed MPT
Investors' Deed has a prohibition on any one
unitholder in MPT owning 50% or more of the
ordinary units in MPT after Lease Commencement.
In the event the Trust's Property Interest, or part
thereof, is sold to Stockland Trust, the Responsible
Entity may agree that Stockland Trust can pay the
consideration for the Trust's Property Interest by cash,
Stockland Securities or a combination of both.
Deloitte has confirmed in its Taxation Report in Section
13 that, in certain circumstances, capital gains tax
rollover may be available in relation to such a sale.
3.6 Transfers of Instalment Receipts
or Units
An investment in the Trust should be considered a
medium to long term investment. Investors may
transfer their Instalment Receipts to third parties at
any time in accordance with the terms and conditions
detailed below and in the Security Trust Deed (refer to
Section 4.10).
To transfer Instalment Receipts Investors must
complete a transfer form available from the
Responsible Entity (or download the transfer form
from the Responsible Entity’s website), and forward
the completed form to the Registrar as directed on
the transfer form. The transferee is required to sign
the form in acknowledgement of the transferee’s
agreement to be bound by the terms of the Offer and
the Security Trust Deed.
A transfer form must be received no later than 15
Business Days before the end of a Quarter for it to be
processed during that Quarter. If the transfer form is
received no later than 15 Business Days prior to the
Quarter end and it is accepted by the Responsible
Entity, the transferee will become the registered
holder of the Instalment Receipts the subject of the
transfer form as at the first day of the following
Quarter. The transferee will be entitled to
distributions and will incur Interest and Fees on their
Final Instalment in relation to the Quarter in which the
transfer form was accepted and processed. The
Responsible Entity will endeavour to provide both the
Investor and the transferee with confirmation of the
transfer of Instalment Receipts within 10 Business
Days after the end of the Quarter in which the
transfer form was received. Any transfer form
submitted later than 15 Business Days prior to the
Quarter end will be held by the Responsible Entity but
not processed until the following Quarter.
Units may only be transferred after the Final
Instalment is paid and new Units issued to Investors.
3.7 Limited Liquidity Facility
Westpac has agreed to offer to acquire up to a total of
1,000,000 Instalment Receipts per Quarter from
Investors from Lease Commencement at a price
calculated in accordance with a predetermined formula
subject to various conditions provided in this Section 3.7
(Limited Liquidity Facility). The Limited Liquidity Facility
may be terminated without notice to Investors at any
time and there is no guarantee that it will continue. The
circumstances in which the Limited Liquidity Facility can
be terminated are set out at the end of this Section 3.7.
Investors who wish to apply to participate in the Limited
Liquidity Facility should request a Limited Liquidity
Facility transfer form from the Responsible Entity (or
download the transfer form from the Responsible
Entity's website), complete it and send it to the
Registrar as directed on the transfer form, which will
then forward it to Westpac. Completed transfer forms
under the Limited Liquidity Facility will be considered an
irrevocable offer by Investors and cannot be withdrawn.
Investors should contact the Responsible Entity, at first
instance, if they have any queries or complaints
regarding the operation of the Limited Liquidity Facility.
17
For applications under the Limited Liquidity Facility to
be considered, Investors should send their transfer
forms in time for the Registrar to receive it no later
than 15 Business Days prior to the Quarter end. If an
Investor submits a transfer form within the relevant
time and the application is accepted by the Limited
Liquidity Facility provider, then the Investor will be
entitled to the distribution, and will incur Interest and
Fees on their Final Instalment, for the Quarter in
which the transfer form was received.
Completed Limited Liquidity Facility transfer forms
will be accepted by Westpac in the order of receipt.
Any transfer forms that are not accepted due to the
Limited Liquidity Facility being oversubscribed in any
single Quarter may be included in the applications for
the following Quarter’s Limited Liquidity Facility. The
Responsible Entity, on behalf of Westpac, will notify
Investors in writing of whether their application has
been successful within 15 Business Days after the
end of the Quarter in which the transfer form was
received.
Applications to transfer Instalment Receipts under the
Limited Liquidity Facility must be for an Investor’s
total holding of Instalment Receipts. Investors cannot
apply to sell a portion of their Instalment Receipt
holding under the Limited Liquidity Facility.
The purchase price payable by Westpac for each
Instalment Receipt acquired under the Limited
Liquidity Facility will be the NTA per Unit less a 2.5%
discount and any transaction costs (including any
stamp duty). The consideration received for the
transfer of Instalment Receipts under the Limited
Liquidity Facility will be reduced by any outstanding
financial obligations owed to the Security Interest
Holder by the Investor (refer to Section 4). The
purchaser of the Instalment Receipts from an Investor
under the Limited Liquidity Facility will also be
required to assume all future obligations of the
Investor under the Security Trust Deed, including the
obligation to pay Interest and Fees during the term
and the obligation to pay the Final Instalment on the
Final Instalment Payment Date. Westpac will charge
each Investor a one-off flat fee of $110, inclusive of
GST, for processing the transfer of their Instalment
Receipts under the Limited Liquidity Facility.
For the purposes of the Limited Liquidity Facility, the
NTA per Unit will be calculated twice a year (30 June
and 31 December).
The most recent NTA per Unit will be disclosed in the
quarterly distribution statements sent to Investors
(within two months after the end of each Quarter).
Westpac will pay the net consideration for the
transfer of the Instalment Receipts under the Limited
Liquidity Facility by cheque within 15 Business Days
from the end of the Quarter.
STML, on behalf of Stockland Trust, has placed a
standing order with Westpac to acquire a maximum
of 1,000,000 Instalment Receipts per Quarter from
Lease Commencement. The standing order from
STML can be withdrawn by STML at any time by
written notice to Westpac, and the standing order is
limited such that STML will not acquire Instalment
Receipts if to do so would cause its total aggregate
beneficial holding in the Trust to exceed 19.9%. The
price payable by STML for the acquisition of
Instalment Receipts under the standing order with
Westpac is the same as the price paid by Westpac to
Investors under the Limited Liquidity Facility.
The Limited Liquidity Facility can be terminated by
Westpac in the following circumstances:
- STML, individually or together with an associated
person, beneficially owns 19.9% or more of all
Instalment Receipts;
- STML withdraws its standing order with Westpac
to acquire Instalment Receipts, which it may do at
any time at its complete discretion;
- the Responsible Entity convenes a meeting of
Investors to consider the investment strategy of
the Trust;
- there is a change in control of the Responsible
Entity;
- the Trust’s Property Interest is sold, or STML as a
unitholder in MPT disposes of its interest in the
Property; or
- there is a change in Westpac’s Australian Financial
Services Licence such that Westpac can no longer
provide the Limited Liquidity Facility.
The Responsible Entity will notify Investors if the
Limited Liquidity Facility is terminated with the
quarterly distribution statement next following the
date of termination.
18
3.
The Trust (cont.)
3.8 Taxation
Deloitte has provided a report on the taxation
consequences of investing in the Trust in its Taxation
Report in Section 13. A summary of that report is
provided below.
Under current Australian taxation law, the Responsible
Entity should not be subject to income tax in respect
of the income derived by the Trust on the basis that
Investors have a present entitlement to the entire net
income of the Trust, and the Trust is not considered a
public trading trust. The Constitution provides that
Investors have a present entitlement to the net
income of the Trust for each financial year. Investors
will be subject to tax on their respective proportions
of the Trust’s taxable income at rates applicable to
each individual Investor’s personal tax circumstances.
A deduction for Interest and Fee payments made by
Investors on the Final Instalment may be available
where the purpose of the Investor in investing in
Instalment Receipts, and subsequently Units, is for
the derivation of future assessable income (other than
capital gains) in excess of the amount of these
deductions.
CGT rollover relief should be available to Investors
(subject to any changes in law) when the Final
Instalment is paid, resulting in a redemption of the
Instalment Receipts and Units and a new issue of
Units to Investors.
Applicants should refer to Sections 4.7 and 13, and
seek independent advice from a taxation adviser in
light of their individual circumstances.
3.9 Limited liability
The Constitution contains provisions designed to limit
members’ liability in respect of their investment in the
Trust to the amount, if any, of unpaid subscription for
their Units. However, Australian courts have not yet
tested the effectiveness of provisions of this kind.
It should be noted that Investors will have an
obligation to pay the Final Instalment on the Final
Instalment Payment Date (refer to Section 4.2).
3.10 Labour, environmental, social and
ethical standards
The Responsible Entity will not take labour standards
or environmental, social and ethical considerations
into account in the selection, retention or realisation
of investments.
Sydney CBD
Lane Cove Road
Waterloo Road
Epping Road
Photo: An artist’s impression of the Property on completion of the Buildings (within the yellow line).
4.
Instalment
Receipts
19
The Instalment Receipt structure has been utilised to
provide Investors with the ability to acquire a
beneficial interest in a Unit by paying only $0.40 per
Unit on Application. Each Unit will be paid up to $0.40
by SFML by the date of Final Allocation and fully paid
by the Security Interest Holder on or before Lease
Commencement. Investors do not need to pay the
Final Instalment of $0.60 per Unit until the Final
Instalment Payment Date (scheduled to be 30 June
2013), although in certain circumstances payment of
the Final Instalment may be accelerated (see Section
4.4) or delayed (see Section 4.5).
SFML is the Security Interest Holder but it is intended
that soon after Final Allocation Westpac (or its
nominee) will become the Security Interest Holder
under the Security Trust Deed with the right to
receive the Final Instalment and Interest and Fees
from Investors until the Final Instalment Payment
Date. SFML or the person who becomes the
Security Interest Holder will be entitled to recover the
Final Instalment when due and all Interest and Fees
payable on the Final Instalment. It is expected
Interest and Fees will be deducted from distributions
on the Units. The method for payment of the Final
Instalment will be advised to Investors by the
Security Interest Holder at the relevant time.
4.1 Nature of Instalment Receipts
By participating in the Offer, Investors will acquire a
beneficial interest in Units. Each Investor will receive
Instalment Receipts as evidence of their beneficial
interest in the Trust. Investors will hold the
Instalment Receipts until the Final Instalment
Payment Date, although they can transfer or sell their
Instalment Receipts (and hence their beneficial
interest of the underlying Units) prior to the Final
Instalment Payment Date. Upon payment of the Final
Instalment by Investors, Instalment Receipts and the
existing Units will be cancelled, and an equal number
of new Units will be issued to Investors.
Each Instalment Receipt represents evidence of an
Investor's beneficial interest in one Unit which will be
paid up by the Security Interest Holder to $0.40 on
Final Allocation using the Application Monies from
Investors with the remaining $0.60 fully paid by the
Security Interest Holder on Lease Commencement.
The Application Form includes undertakings by
Investors to:
- pay the Security Interest Holder the Final
Instalment on the Final Instalment Payment Date;
- pay Interest and Fees on the Final Instalment
when due, including any additional default interest
on, and recovery costs of, the Final Instalment;
- agree to the Units being registered in the name of
the Security Trustee; and
- be bound by the Security Trust Deed and the
Constitution.
The Security Trustee will hold the Units on trust for
Investors, subject to the Security Interest, whilst the
Final Instalment remains outstanding.
It is important to note that the Security Interest
Holder has full recourse to an Investor for payment of
all outstanding amounts, including Interest and Fees
and the Final Instalment.
The terms and conditions of the Instalment Receipts
are set out in the Security Trust Deed which is
summarised in this Section 4. The security trust
arrangements constitute a series of separate trusts,
one for each Unit, rather than a single trust. The
rights and obligations attaching to the Units are set
out in the Constitution which is summarised in
Section 15.1.
4.2 Payment of Final Instalment
Each Investor is obliged to pay the Final Instalment
when it is due on the Final Instalment Payment Date.
Investors shown in the Instalment Receipt register
five Business Days prior to the Final Instalment
Payment Date will be required to pay the Final
Instalment to the Security Interest Holder. The
Security Interest Holder will send Investors a
payment notice 30 Business Days before the Final
Instalment is due.
When a sale or transfer of an Instalment Receipt
occurs in accordance with the process set out in
Sections 3.6 or 3.7, the obligation to pay the Final
Instalment is also transferred from the former
Investor to the new Investor.
20
4.
Instalment
Receipts (cont.)
If the Final Instalment is paid in full, the Responsible
Entity will redeem the Units and issue an equal
number of new Units to the Investor within 40
Business Days after the Final Instalment Payment
Date (or such longer period as the Security Interest
Holder may reasonably require to enable the sale of
defaulted Units to be completed). Upon payment of
the Final Instalment and any outstanding Interest and
Fees, the Security Interest in the Unit is extinguished
and the relevant Instalment Receipt cancelled.
If an Investor does not pay the Final Instalment by the
Final Instalment Payment Date, interest will accrue on
a daily basis on the unpaid amount at an interest rate
equal to Westpac's published Indicator Lending Rate
plus 2.0% per annum.
The Security Trustee will issue a final reminder notice
to Investors who have not paid, that will set a date by
which payment of the Final Instalment and accrued
interest is required. If payment is not received, then
the Security Interest Holder may direct the Security
Trustee to sell the Units to which the Instalment
Receipts relate by way of enforcement of its Security
Interest and apply the proceeds of sale to pay all
outstanding amounts to the Security Interest Holder
(including any Interest and Fees, expenses of sale,
duties and taxes owed). If there is any remaining
balance from the sale, the Security Trustee will pay it
to the Investor.
If an Investor fails to pay the Final Instalment in full,
then any amount received by the Security Interest
Holder may be apportioned across all of the Units that
relate to the Investor’s Instalment Receipts, with the
result being that the Final Instalment on all of the
Units will not be fully paid. In these circumstances,
the Security Interest Holder may direct the Security
Trustee to sell all of the Units and apply the proceeds
of sale to pay outstanding amounts.
If the net proceeds from the sale are insufficient to
fully repay the Investor’s obligations, the Investor
remains liable to pay the outstanding amount and any
associated Interest and Fees and costs. The Security
Trustee, as trustee for the Security Interest Holder,
may take all necessary and appropriate action to
recover the unpaid amounts including commencing
legal proceedings against such Investor.
Proceeds from the sale of the Trust’s Property Interest
that are received prior to the sale proceeds of
defaulted Units will be applied towards repayment of
the Final Instalment.
4.3 No voluntary early prepayment of
the Final Instalment
Investors do not have any right to prepay the Final
Instalment prior to the Final Instalment Payment
Date.
4.4 Early payment of the Final
Instalment
Early payment of the Final Instalment may be
required by the Security Interest Holder in the event
that any of the following circumstances arise:
- in any Quarter, distributions from the Trust are
insufficient to cover a payment of Interest and
Fees and any other amounts owing to the Security
Interest Holder;
- the Responsible Entity is replaced as the
responsible entity of the Trust;
- there is a Change of Control in the Trust;
- there is a material breach by the Security Trustee
of the terms of the Security Trust Deed;
- an insolvency event occurs in respect of the
Responsible Entity or the Trust; or
- the Responsible Entity incurs financial
indebtedness on behalf of the Trust other than that
contemplated in this PDS and not otherwise
approved by the Security Interest Holder.
If, prior to 30 June 2013, the Security Interest Holder
elects to require early repayment of the Final
Instalment as a consequence of any of the above
events, the Security Interest Holder must provide
each Investor with a Final Instalment payment notice.
This notice will require the early payment, within 30
Business Days of the notice, of the Final Instalment,
the payment of accrued interest (if any) on the Final
Instalment and any costs incurred by the Security
Interest Holder and the Security Trustee as a
consequence of the acceleration of the Final
Instalment Payment Date, including break costs in
respect of the fixed rate funding of the Final
Instalment. In these circumstances, the amount
payable may be more or less than $0.60 per Unit and
is unquantifiable in advance.
21
4.5 Extension of the Final Instalment
Payment Date
If the Responsible Entity recommends a realisation of
the Trust’s Property Interest, Investors support the
recommendation by passing a Special Resolution and
the proceeds of the Trust’s Property Interest are to be
received after 30 June 2013, the Security Interest
Holder will agree to extend the payment of the Final
Instalment for up to three months on similar terms
and interest rates unless otherwise agreed between
the Security Interest Holder and the Responsible
Entity.
4.6 Interest and Fees on the Final
Instalment
Investors have an obligation to pay the following
Interest and Fees on the Final Instalment until the
Final Instalment Payment Date:
- interest relating to the Final Instalment to be paid
quarterly from Lease Commencement on the first
Business Day following the end of the Quarter.
The interest rate on the Final Instalment is fixed at
the rate of 6.79% per annum until 30 June 2013,
of which 0.50% per annum is intended to be
prepaid on a present value basis for the term of
the Final Instalment at Lease Commencement;
- an establishment fee relating to the Final
Instalment to be paid from the first distribution
payable to Investors for the Quarter ending 31
December 2005. The establishment fee is 1.00%
of the Final Instalment; and
- a line fee relating to the Final Instalment to be
paid on the first Business Day following the first
Quarter after Lease Commencement. The line fee
is 0.25% per annum of the Final Instalment from
Final Allocation to Lease Commencement and will
accrue interest at the rate of 0.25% per annum of
the unpaid line fee from Final Allocation until the
line fee and accrued interest is paid.
All Interest and Fees will be deducted by the Security
Trustee from Investors’ entitlement to receive gross
distributions. The Financial Forecasts in Sections 1,
8.3 and 8.4 are calculated after deducting any Interest
and Fees relating to the Final Instalment.
If Investors do not provide their TFN or ABN, the
Responsible Entity will be required to deduct tax at
the highest marginal rate of tax (including the
Medicare Levy) from distributions and the balance of
the distribution may not be sufficient to pay Interest
and Fees on the Final Instalment. If this occurs and
the Investor fails to pay all outstanding amounts, the
Security Interest Holder may direct the Security
Trustee to sell the Units to which the Investor’s
Instalment Receipts relate by way of enforcement of
its Security Interest.
4.7 Tax deductions for Interest and Fees
Interest and Fees in respect of the Final Instalment
that are deducted from distributions will be treated as
having been paid by Investors as at the record date
for the relevant distribution. A deduction for Interest
and Fees paid by Investors on the Final Instalment
may be available where the purpose of the Investor in
investing in Instalment Receipts, and subsequently
Units, is for the derivation of future assessable
income (other than capital gains) in excess of the
amount of these deductions.
Applicants should read the Taxation Report in Section
13 and seek independent advice from a professional
taxation adviser that takes into account their individual
circumstances.
4.8 No encumbrances
Until the Final Instalment has been paid, Units to
which Instalment Receipts relate will be registered in
the name of the Security Trustee. Investors may not
create or permit to arise or continue to exist any
mortgage, pledge, lien, charge, assignment, or other
security interest over a Unit which could affect the
Security Interest of the Security Interest Holder.
Investors may grant security interests over their
Instalment Receipts, but such security interests
cannot extend to the underlying Unit and the Security
Trustee and the Registrar need not recognise or give
effect to any mortgage or encumbrance in respect of
the Instalment Receipt.
22
4.
Instalment
Receipts (cont.)
4.9 Investors’ rights in respect of Units
The Security Trust Deed operates to pass through to
Investors certain rights which they would otherwise
enjoy if they were recorded as the registered
unitholders. These rights include the Investors’:
- right to receive all distributions from the Trust,
subject to the deduction of Interest and Fees due
on the Final Instalment;
- right to receive notices, attend meetings of the
Trust and exercise voting rights on Investor
resolutions put forward by the Responsible Entity;
- right to receive the Trust's annual report and other
Investor notices directly from the Responsible
Entity as though they were holders of Units;
- ability to transfer or sell their beneficial interest in
Units. Any transfer of the Instalment Receipts will
have the effect of selling (or transferring) the
underlying beneficial interest in Units; and
- right to receive the benefit of any distribution,
entitlement or right, including any rights issue,
bonus issue, or entitlements offer arising in
respect of an Investor’s beneficial interest in the
Units. Any new securities subscribed for by
Investors pursuant to an entitlements offer would
not usually be subject to the Security Interest.
4.10 Transfers
Investors may transfer their Instalment Receipts. By
becoming an Investor, a transferee agrees to be
bound by all of the terms of the Security Trust Deed.
The rights and obligations evidenced by an Instalment
Receipt may be transferred in combination but not
separately.
Upon registration of a transfer of an Instalment
Receipt, the transferor is discharged from any liability
to pay the Final Instalment provided that the transfer
is recorded before the relevant record date. The
Security Trust Deed provides that, by a transferee
becoming a registered holder of an Instalment
Receipt, that transferee automatically agrees to be
bound by all of the terms of the Security Trust Deed,
including the obligation to pay Interest and Fees on
the Final Instalment and the Final Instalment.
The Registrar will provide persons who become
Investors with a notice that sets out the number of
Instalment Receipts held by each such Investor.
4.11 Security Trustee
SFML has appointed Permanent Trustee Company
Limited as Security Trustee. The Security Trustee's
role is to hold Units on trust for Investors subject to
the Security Interest Holder’s Security Interest. The
Security Interest is the right of SFML, or a
replacement Security Interest Holder, as an unpaid
seller to receive the Final Instalment and interest
thereon. SFML is the initial Security Interest Holder.
Another person may become the Security Interest
Holder without prior notice to Investors. The Security
Trustee will act as:
- agent for the Security Interest Holder in exercising
its power of sale under its Security Interest; and
- custodian for Investors by being the registered
owner of Units, on behalf of Investors, until the
Final Instalment is paid.
The Security Trustee will provide services to Investors
to enable them to exercise their rights as the
beneficial owners of Units. Fees and expenses in
relation to the services provided by the Security
Trustee will be funded from the Trust's income and as
such should be considered part of the Trust's
expenses.
The Security Trustee will be entitled to a fee of $8,000
per annum for performing these services, together
with reimbursement of all out-of-pocket expenses.
The fee will increase annually in line with movements
in the CPI.
Where the Security Trustee takes action to recover
amounts owing by Investors or to enforce the
Security Interest, the Security Trustee acts as agent
for the Security Interest Holder and is to have regard,
to the full extent permitted by law, solely to the
Security Interest Holder’s interest. In these
circumstances, Investors’ rights will be limited.
Except in some limited circumstances where a court
may do so, the Security Interest Holder alone is
entitled to remove the Security Trustee and
simultaneously appoint a new trustee. The Security
Interest Holder will indemnify the Security Trustee in
respect of certain liabilities arising from the proper
performance of its responsibilities under the Security
Trust Deed.
23
4.12 Limitations of Security Trustee's
discretion and liabilities
The Security Trustee has limited powers, rights and
discretions in respect of the Units.
The Security Trustee is not liable for any loss or
damage arising out of its acts or omissions, except to
the extent that such loss or damage is caused by the
Security Trustee’s negligence or fraud. The Security
Trustee is not liable in respect of any failure to do any
act or thing if it is hindered, prevented or forbidden
from doing that act or thing by any law. The Security
Trustee may delegate various tasks and rely on
various persons and things. The Security Trustee has
delegated a number of tasks to the Responsible
Entity. The Security Trust Deed sets out in detail the
limitations on the Security Trustee's liability to
Investors and other persons.
4.14 Superannuation Investors
Trustees of superannuation entities should obtain
their own professional advice and exercise their own
skill and care in determining whether an investment in
the Trust is appropriate.
The report in Section 14 prepared by Mallesons
Stephen Jaques states that:
- Instalment Receipts do not constitute a
“borrowing”, but there is a risk that APRA or the
ATO may take a different view; and
- for the purposes of complying with the “in-house”
asset rules, a SMSF would need to restrict its
investment under the terms of the Offer together
with any other “in-house” assets it has, to 5% of
the market value of all of its assets.
The Security Interest Holder has provided the Security
Trustee with certain indemnities and the Security
Trustee has no right of recourse against any Investor
for any disbursements, expenses and outgoings
incurred by the Security Trustee for performing its
duties under the Security Trust Deed except in relation
to the sale of Units following an Investor’s default, the
acceleration of the Final Instalment Payment Date
(see Section 4.4), or any duties or taxes payable in
relation to an Investment Recepit or Unit.
4.13 Amendments
The Security Trust Deed may be amended by
agreement between the Responsible Entity, the
Security Interest Holder and the Security Trustee.
However, amendments are restricted to prevent any
changes from:
- impacting upon the right of an Investor, upon
payment of the Final Instalment, to receive a
transfer of Units and, pending such transfer, to
enjoy the beneficial interest in respect of such
Units; and
- accelerating the Final Instalment Payment Date
other than in a way which is already contemplated
by the terms of the Security Trust Deed, as
outlined in this PDS.
24
5.
The Property
5.1 Description
The new Optus Australian headquarters will provide a
workplace for over 6,500 employees located on 7.6
hectares of landscaped secure surrounds. The
external environment will comprise grass areas,
pathways, trees, water features, an amphitheatre and
a number of outdoor dining areas. The Property will
include a childcare centre, fitness centre and a variety
of cafés and restaurants for the exclusive use of
employees.
The Property will consist of six Buildings with a total
building area of 84,000 sqm (subject to survey) and is
scheduled for completion in July 2007. The Buildings
will be a combination of four and five levels arranged
in a chevron shape that opens to the major entrance.
Located between the Buildings will be service cores
and on the ground floor will be zones offering
additional outdoor meeting and lunch facilities. Visual
connection between inside and outside will be
achieved via transparent bridges that link the
Buildings and glass lift lobbies that face the centre of
the Property.
The main entrance will provide visitors with a sense
of arrival as well as parking that is kept separate from
employee car movements. The other two main entry
points will be orientated to the new Macquarie Park
and Macquarie University railway stations which are
due to open around the completion of the Buildings.
The design of the Property incorporates
environmentally sustainable development principles,
primarily aimed at minimising greenhouse gas
emissions and is targeted to achieve a 4.5 star
Australian Building Greenhouse Rating. Extensive
grey water-recycling should assist in minimising water
usage.
This globally benchmarked all-in one village will
provide employees with an exceptional environment
designed to foster a sense of community and further
position Macquarie Park as one of Australia's leading
corporate precincts.
Location of Property
25
5.2 The Property
The following are the key details of the Property:
Address 1-5 Lyon Park Road, Macquarie Park (formerly North Ryde), New South Wales, 2113
Owner
Macquarie Park Trust (MPT)
Building description Each Building is intended to be a quality facility, incorporating the following features:
- floor plates of approximately 3,000 sqm;
- quality fit out and finishes;
- undercover car parking on site;
- good access from surrounding streets;
- quality presentation and maintenance; and
- quality technical services.
Location
Approximately 15 kilometres north west of the Sydney CBD, the Property is set in a
suburban office park environment near Macquarie University. It is in close proximity to
Epping and Lane Cove Roads and the M2 Motorway, which services the North Western
Sydney area. Access to the Property should be improved when the Lane Cove Tunnel
opens as planned in 2007. Rail access will be possible once the Epping to Chatswood
line is completed as expected in 2008, with the Property located within 600 and 700
metres from the new Macquarie Park and Macquarie University stations respectively.
Age The Buildings are expected to be completed by 1 July 2007.
Building area
Levels
Cars
Tenant
Expected to be 84,000 sqm and is subject to a final survey.
Four to five levels of commercial office across six campus-style buildings, together with
undercover and above ground car parking.
2,100 cars, comprising 2,002 underground car spaces over two levels and 98 above
ground car spaces.
Optus Administration Pty Limited ACN 055 136 804 guaranteed by SingTel Optus Pty
Limited ACN 052 833 208 (refer to Section 6.2).
Land area Approximately 75,905 sqm or 72,285 sqm (excluding Paul Street North property –
refer to Section 5.6).
Current valuation
Purchase price
$351,107,800 assuming the Buildings were completed on 1 July 2005 prepared by Jones
Lang LaSalle (NSW) Pty Limited dated 1 July 2005 assuming that the Building area is
84,000 sqm. The valuation for the Trust’s Property Interest (49%) is $172,042,822
(refer to Section 11).
$351,107,800 payable by MPT in two instalments: $50.45 million which was paid in July
2005 and the balance of $300.85 million payable on Lease Commencement.
26
5.
The Property
(cont.)
5.3 The development team
Construction of the Buildings has commenced and is
due for completion by 1 July 2007. The development
team comprises Stockland Development (as
developer), Rice Daubney (as architect) and
Baulderstone Hornibrook (as builder). Each is
described below:
Stockland
Stockland is one of the largest owners of commercial
property in Macquarie Park with six properties.
Details of Stockland’s experience and a description of
its activities are provided in Section 7.
Rice Daubney
The Building design, by leading architects Rice
Daubney, is based on an understanding of collegiate
and corporate campuses around the world.
Incorporating environmentally sustainable
development initiatives, the development will provide
an international benchmark in commercial campus
design.
Rice Daubney's previous works include the Henry
Deane Park and the NRMA Tower in Sydney and the
Canon and Philips (formerly Microsoft) buildings in
Macquarie Park. Members of Rice Daubney's design
team have also been involved with the development
of corporate campuses in North America, Europe and
Asia.
Baulderstone Hornibrook
Baulderstone Hornibrook has been appointed by
Stockland Development to undertake the construction
works under a fixed time and fixed terms
arrangement. Baulderstone Hornibrook’s record of
landmark developments, which demonstrate its broad
range of development and construction experience
and capabilities, includes the following:
- Macquarie University Research Park, NSW -
$180 million;
- Westpoint Shopping Centre, Blacktown, NSW -
$220 million;
- Freshwater Place office tower, Melbourne, VIC -
$170 million; and
- Cross City Tunnel, Sydney, NSW - $610 million.
Bilfinger Berger AG (Bilfinger) is the parent company
of Baulderstone Hornibrook. Bilfinger is listed on the
Frankfurt and Stuttgart stock exchanges and is one of
the world’s largest publicly listed construction and
development companies. As at 31 December 2004,
Bilfinger had total assets of over €3.7 billion and
employed approximately 49,000 people worldwide.
5.4 Turn-Key Development Deed
The Turn-Key Development Deed between Stockland
Development and MPT delegates the majority of the
obligations under the Agreement for Lease to
Stockland Development and provides that Stockland
Development must:
- procure all necessary permits, consents and
approvals for the construction of the Buildings,
including any variations (Works);
- carry out and complete the Works in accordance
with the project specifications (including the
delivery of 84,000 sqm of Building area), the
approved plans and all legislative requirements
and relevant Australian Standards (Stockland
Development has entered into a design and
construction agreement with the builder,
Baulderstone Hornibrook, for the construction of
the Buildings);
- provide MPT with a guarantee in relation to any
costs and incentives payable under the Agreement
for Lease such as the incentive payment payable
to Optus (approximately 2% of the total rental
commitments over the initial term of the Optus
Lease);
- provide MPT with a guarantee in relation to the
difference between the actual rent payable by
Optus and the rent based on 84,000 sqm of
Building area under the Optus Lease (refer to
Sections 7.7.1 and 10.2);
- provide MPT with a guarantee in relation to part of
the car parking licence fee (refer to Sections 5.7
and 7.7.1); and
- fund the GST applicable to the consideration paid
by MPT for the development of the Buildings at an
interest rate of 6.4% per annum accruing daily.
The consideration payable by MPT to Stockland
Development is subject to a number of conditions
precedent, including confirmation of Lease
Commencement. The total consideration for the
Property is $351,107,800 (which equals the valuation
amount in Section 11).
27
5.5 Overview of the Macquarie Park
office market
The valuation report in Section 11 provides an
overview of the Macquarie Park office market.
In addition, the Responsible Entity is of the opinion
that the Macquarie Park office market should benefit
from the large scale infrastructure projects being
undertaken in the area. There is over $4.5 billion of
infrastructure currently being developed, including:
- the Lane Cove Tunnel roadway which is scheduled
to open in 2007. The twin 3.6km tunnels will
reduce travel times between Sydney's CBD and
suburbs to the north-west of Sydney by an
estimated 15 minutes, reduce traffic congestion in
local areas around Lane Cove and provide better
facilities for pedestrians and cyclists; and
- the Epping to Chatswood railway line which is
scheduled for completion in 2008. The expected
daily patronage on this new section of the railway
is 15,000 passenger trips. Two of the new railway
stations will be located within 600 and 700
metres from the Property.
5.6 Paul Street North
Paul Street North, Macquarie Park, is currently a
public road that will form part of the Property. Ryde
City Council has agreed to sell Paul Street North to
MPT once it has acquired the road from the Crown.
Stockland Development is separately negotiating to
purchase a parcel of land adjacent to Paul Street
North, currently owned by the NSW Roads and Traffic
Authority, and which will form part of Paul Street
North. MPT will fund the acquisition of Paul Street
North using a loan provided by Stockland Trust.
Interest on this loan will capitalise at 6.25% per
annum. The loan, including capitalised interest, will
be repaid on Lease Commencement; however, MPT
will receive a corresponding reduction in the
consideration payable pursuant to the Turn-Key
Development Deed.
If Paul Street North is not acquired by MPT prior to
Lease Commencement because Ryde Council either
refuses to enter into a contract of sale or otherwise
sell the land comprising Paul Street North, Stockland
Development will pay Optus an amount of
compensation in consideration for not having
exclusive right to the entire Property. In this instance,
Ryde City Council will continue to own Paul Street
North. Jones Lang LaSalle (NSW) Pty Limited has
confirmed in its valuation report contained in Section
11 that this will not materially affect the Property's
value as the location of Paul Street North will be used
as a vehicular access point for the Property whether it
is owned by MPT or the Council.
5.7 16 Giffnock Avenue
16 Giffnock Avenue, Macquarie Park, is a commercial
office building located adjacent to the Property that is
ultimately owned by Stockland Trust and does not
form part of the Property. The terms of the Optus
Lease provide Optus with:
- a first right to lease 16 Giffnock Avenue once the
existing tenant of that property vacates; and
- a non-exclusive right to access the Property via a
right of way pursuant to the Optus Lease.
It is intended that an agreement be executed with the
owner of the 16 Giffnock Avenue property to provide
Optus with these rights under the Optus Lease.
An existing tenant of the 16 Giffnock Avenue property
currently has rights to park some of its cars on the
Property. To the extent that this tenant requires car
parking spaces on the Property, Optus will not pay a
licence fee relevant to those spaces, MPT will grant
the tenant a nominal sub-lease over part of the
Property and take steps to secure alternate car
parking spaces for Optus. However, Stockland
Development has agreed to pay MPT the licence fee
that would have been payable had the 16 Giffnock
Avenue tenant not occupied some of the Optus car
parking spaces.
5.8 Due diligence and use of experts
In considering the purchase of the Trust’s Property
Interest, various independent experts were engaged
on behalf of the Trust to assist in the due diligence
process. The Responsible Entity has relied on these
experts in assessing the risks associated with the
Trust’s Property Interest and the Financial Forecasts.
As a result of these investigations, the Responsible
Entity is not aware of any matters, other than those
set out in this PDS, which could have a material
impact on the value of the Trust’s Property Interest or
the Financial Forecasts.
28
6.
The Leases
and the Tenant
6.1 The Stockland lease
Stockland Development will lease the Property from MPT to access the land for development of the Buildings
until the date of Lease Commencement with Optus. MPT will utilise this rental income to pay the Trust
interest on the loan provided by the Trust to MPT. The terms of this lease are summarised below.
The Stockland lease
Lessee Stockland Development Pty Limited ABN 71 000 064 835.
Commencement On Final Allocation, expected to be 27 September 2005.
Term The lease expires on the earlier of Lease Commencement with Optus or 1 July 2008
(unless extended by mutual agreement).
Options
None.
Rent Net rent of $3,684,577 per annum for the period from commencement until 1 July 2007.
If Lease Commencement is after 1 July 2007, net rent of $3,153,368 per annum applies
until Lease Commencement or 1 July 2008 (unless extended by mutual agreement).
Outgoings
Outgoings are fully recoverable from Stockland Development.
An artist’s impression of the site plan of the Property.
29
6.2 The Optus Leases
There will be three separate leases with Optus for lease terms of 14, 15 and 16 years respectively. Each lease
is for two of the six Buildings and commences once the Buildings have been completed. MPT will then pay
the Trust a distribution based on the Trust's Property Interest from the rent received from the Optus Lease. The
essential terms of each lease are identical, unless otherwise specified and are summarised below:
The Optus Leases
Lessee Optus Administration Pty Limited ACN 055 136 804.
Guarantor of the SingTel Optus Pty Limited ACN 052 833 208.
Optus Lease
Commencement On practical completion which is scheduled for 1 July 2007.
Terms Buildings A and B, 14 years 30,099 sqm, 712 undercover and 35 uncovered car
spaces
Buildings C and D, 16 years
Buildings E and F, 15 years
30,098 sqm, 714 undercover and 37 uncovered car
spaces
23,803 sqm, 576 undercover and 26 uncovered car
spaces
Options
Building area
Initial rent
Rental growth
One option for each lease of five years. The commencing rent under the option is market
rent, and increases thereafter by 3% per annum. If Optus exercises the option to renew
the leases of all Buildings A, B, C, D, E and F then the market review will be conducted
on the basis of a single lease.
84,000 sqm in total, subject to a final survey.
Net rent of $24,577,800 per annum from Lease Commencement. This figure may reduce
due to arrangements with a tenant on a neighbouring property (refer to Section 5.7) or if
less than 84,000 sqm of Building area is developed; however, Stockland Development will
guarantee these components of the rent (refer to Section 7.7.1).
3% on each anniversary of the leases, excluding:
- the first anniversary where there is no rent review; and
- the sixth anniversary of the leases where there is a market review of the rent with a
maximum rental increase of 6% and a maximum rental decease of 3% from the
previous year’s rent.
Outgoings
Repairs on expiry
Carpet
Passageways
Outgoings are fully recoverable from Optus. Outgoings include property management
fees which are limited to a maximum of 0.5% of the aggregate of the rent and outgoings
but excluding amounts paid for Structural Works.
Optus is not required to repair the premises if the Optus Lease ends, without default by
Optus, at any time more than 10 years after Lease Commencement.
From the seventh anniversary the lessor will supply sufficient carpet to recarpet two
floors of the premises each year until all floors have been recarpeted once. Optus will
install the replacement carpet at its cost.
Optus may request that part or all of the passageways between the Buildings be used as
lettable area for office space from time to time. In this instance, Optus will pay rent for
the passageways at the same rate per square metre as the underlying lease.
30
6.
The Leases
and the Tenant (cont.)
Partial surrender
Assignment
and sub-letting
Signage and
naming rights
Optus may, on the seventh anniversary of Lease Commencement, surrender Building A
(approximately 18% of the total leased area), provided that not less than 18 months'
notice is given. In this instance, the Optus lease for Building A and B will be varied to
apply only to Building B with appropriate adjustments in rent and outgoings. Optus may
elect to hand back its exclusive common area relating to Building A and pay for certain
works to separate the Buildings from an operational perspective. MPT will also be
required to pay for certain works. Optus will also surrender 356 undercover and 18
uncovered car spaces.
Optus may assign the Optus Lease to a related entity of Optus or the Guarantor of the
Optus Lease without the lessor’s approval. Subject to the lessor’s approval and the
conditions of the Optus Lease, Optus may sub-let or license its interest in the Optus
Lease. The guarantee is not prejudiced in either situation.
While Optus is the tenant of four or more of the Buildings it has the right to name and
alter the name of the Property subject to the lessor's approval. At the end of the Optus
Lease Optus must remove the signage, services and structure but is not obliged to repair
any surfaces.
6.3 Overview of Optus and
the Guarantor of the Optus Lease
Optus is the second largest telecommunications
company in Australia, and provides a broad range of
communication services including mobile, national
and long distance services, local telephony, business
network services, internet and satellite services and
subscription television to customers throughout the
country. Optus had revenues of approximately A$6.9
billion in the year ended 31 March 2005.
The obligations of Optus under the Optus Lease are
guaranteed by SingTel Optus Pty Limited, rated A+
(stable) by Standard & Poor's (refer to Section 15.10).
7.
About
Stockland
31
7.1 Overview of Stockland
Stockland is one of Australia’s largest diversified listed
property groups, with a market capitalisation of
approximately $7.5 billion as at 15 June 2005.
Stockland owns and manages an investment portfolio
valued at $7.7 billion as at 31 December 2004.
Stockland is rated A- (stable) by Standard & Poor’s
(refer to Section 15.10).
Stockland has two business components, Stockland
Trust and Stockland Corporation. Stockland Trust owns
investment assets across Australia and New Zealand
comprising commercial office, shopping centre,
industrial and office park properties. Stockland
Corporation operates a real estate management and
development business in Australia spanning
residential estates, apartments, hotels, retail projects
and large mixed use sites. Stockland Corporation also
operates nine hotels around Australia under the
Saville brand.
The Unlisted Property Funds division of Stockland is
responsible for the establishment and the ongoing
management of funds and syndicates to provide both
wholesale and retail investors with direct property
investment opportunities across each of the major
property sectors.
Stockland’s Commercial and Industrial Property
division has specialist expertise in commercial
property acquisition and disposal, asset management,
development, leasing, engineering services, finance,
property administration and property management. It
currently owns 55 properties valued at $2.6 billion as
at 31 December 2004. Stockland Trust intends to hold
at least a 31% indirect interest in the Property on
Lease Commencement through its investment in
MPT and also intends to hold a further indirect
interest through a 5% investment in the Trust.
Stockland’s vision as an owner and manager is to
provide a high level of integrated property
management services, where tenants deal directly
with the property owner.
Stockland is a significant participant in the Macquarie
Park property market (it owns six properties in
Macquarie Park) and closely follows the movements
in the demand and supply cycles for office space and
property values.
Further information about Stockland can be obtained
from its internet site: www.stockland.com.au.
Stockland ASX Code SGP
Rated A- (stable) by
Standard & Poor’s*
Stockland Corporation Limited
Stapled
Security
Stockland Trust
Unlisted
Property
Funds
Hotel
Management
Residential
Development
Trust and
Property
Management
Shopping
Centres
Commercial and Industrial
Property
* Section 15.10 provides information about the ratings.
32
7.
About
Stockland (cont.)
7.2 Stockland’s involvement with
the Trust
Stockland or wholly owned subsidiaries of Stockland
are undertaking key roles in connection with the Trust
and the management of the Property including:
- acting as responsible entity of the Trust and
responsible entity of MPT;
- selling the Units, which are evidenced by
Instalment Receipts (refer to Section 2.1);
- underwriting 15% of the Offer (refer to Section
2.2);
- intending to hold at least a 31% indirect interest in
the Property as a unitholder in MPT from Lease
Commencement (refer to Section 2.1);
- being appointed as Property manager (refer to
Section 7.6);
- intending to apply to purchase 5% of the
Instalment Receipts as part of the Offer on equal
terms and conditions as other Investors (refer to
Section 2.2);
- providing a number of guarantees and an
indemnity (refer to Section 7.7);
- developing the Property (refer to Section 5.4); and
- holding pre-emptive rights under the terms of the
proposed MPT Investors' Deed (refer to Section
15.3) to acquire the Trust's Property Interest on
disposal by the Trust (refer to Section 3.5).
The Responsible Entity is of the opinion that the
various roles of Stockland in relation to the Offer and
the Property are a positive feature of the Offer.
7.3 The responsible entity of the Trust
The Trust is managed by Stockland Funds
Management Limited (Responsible Entity), a wholly
owned subsidiary of Stockland Corporation.
The directors of the Responsible Entity at the date of
this PDS are Graham Bradley (Chairman), David Kent,
Matthew Quinn, Tony Sherlock and Terry Williamson.
Mr Bradley, Mr Quinn and Mr Williamson are directors
of Stockland. Mr Kent and Mr Sherlock are
independent of any association with Stockland. The
directors may change over time.
The Responsible Entity has a Compliance Committee
whose members are Mr Sherlock, Mr Williamson and
Mr Hepburn (Company Secretary and Stockland
General Counsel). The functions of the Compliance
Committee are to monitor compliance by the
Responsible Entity with the Compliance Plan and
Constitution, and to assess at regular intervals
whether the Compliance Plan is adequate.
The Responsible Entity's corporate governance
framework has been established to protect the
interests of Investors, and is detailed in Section 7.8.
Details of each of the directors of the Responsible
Entity and the CEO - Stockland Unlisted Property
Funds are provided below.
Details of the fees payable to the Responsible Entity
are disclosed in Section 9.1.
Further information about Stockland Funds
Management Limited can be obtained from its
internet site:
www.stockland.com.au/unlistedpropertyfunds.
The fees payable to Stockland in connection with
these roles are detailed in Section 9. The distributions
and returns forecast in this PDS to be received by
Investors are calculated after taking into account all
fees to be paid to Stockland during the Forecast
Period.
33
Graham Bradley
Chairman and Non-executive Director
Mr Bradley is a professional non-executive director. He is currently a director of
Stockland, Singapore Telecommunications Limited and MBF Australia Limited. He is
also Chairman of HSBC Bank Australia Limited, Film Finance Corporation Australia
Limited, Proteome Systems Limited and Po Valley Energy Limited. Mr Bradley was
previously Managing Director of Perpetual Trustees Australia Limited from 1995 to
2003 and, prior to that, was National Managing Partner of Blake Dawson Waldron
from 1991 to 1995 and a Partner of McKinsey & Company from 1984 to 1991. He is
a member of the Stockland Audit Committee.
David Kent
Non-executive Director
Mr Kent is Executive Chairman of Everest Capital Limited, a director of Everest
Babcock and Brown Alternative Investments and Chairman of the Brett Whiteley
Foundation. He was previously Executive General Manager of Axiss Australia and
Invest Australia's International Operations and served as a member of the Financial
Sector Advisory Council. Mr Kent is a past Senior Trade and Investment
Commissioner in Paris and Washington DC for the Australian Trade Commission.
From 1987 to 1999, Mr Kent worked for Morgan Stanley in Sydney, Melbourne and
New York where he became Managing Director and Head of Investment Banking.
Prior to Morgan Stanley, Mr Kent worked for Banque Paribas. Mr Kent has
previously served as Deputy Chairman of the Art Gallery of NSW Foundation.
Matthew Quinn
Executive Director
Mr Quinn has an extensive background in commercial, retail, industrial and
residential property investment and development. He began his career in the United
Kingdom as a chartered accountant and moved to Australia in 1987 with Price
Waterhouse. In 1988 he joined the Rockingham Park Group, a substantial Western
Australian private property group. Mr Quinn joined Stockland in 1999 and was
appointed to his current role of Managing Director in October 2000. Mr Quinn held
the position of National President of the Property Council of Australia from March
2003 until March 2005. Mr Quinn is a Fellow of the Australian Property Institute.
34
7.
About
Stockland (cont.)
Tony Sherlock
Non-executive Director
Mr Sherlock is a former Senior Partner of Coopers & Lybrand having national
responsibility for credit risk management. In that capacity, he has obtained
experience in the banking and finance, mining, agriculture, building, construction and
development sectors. Mr Sherlock is the Chairman of the Tenix Superannuation Fund
and is a non-executive director of Sydney Aquarium Limited and IBA Health Limited
and is Chairman of Equatorial Mining Limited. He is Chairman of the Audit
Committee of Commander Communications Limited. Mr Sherlock is the former
Chairman of the Woolmark Company and has acted on a number of committees for
both Federal and State governments.
Terry Williamson
Non-executive Director
Mr Williamson is currently a non-executive director of Stockland. He is also a
director of St Vincent's and Mater Health Group Sydney, Excel Coal Limited and
United Medical Protection Limited, and a member of the Sydney University Faculty
of Economics and Business Studies Advisory Board. Mr Williamson was previously
Chief Financial Officer of Bankers Trust Australia Limited/BT Financial Group Pty
Limited from 1997 to 2002 and prior to that, he was a partner of Price Waterhouse
for 17 years. Mr Williamson is the Chairman of the Stockland Audit Committee.
Robb Macnicol
Chief Executive Officer - Stockland Unlisted Property Funds
Mr Macnicol joined Stockland in January 2004 to establish the Unlisted Property
Funds division and is responsible for growing the Stockland retail syndication and
wholesale property funds management business. He has over 15 years' investment
banking and accounting experience across a range of asset classes. Prior to joining
Stockland, Mr Macnicol held a senior position with Macquarie Bank for six years,
specialising in the securitisation of real estate for the unlisted investment markets.
He has expertise in capital raising, corporate advisory, transaction structuring,
property acquisitions, finance and funds management. Mr Macnicol is an Associate
of The Institute of Chartered Accountants in Australia.
35
7.4 The issuer
Stockland Funds Management Limited, in its personal
capacity, is also the issuer of the Instalment Receipts.
It operates within the same framework and
compliance culture as described in Section 7.3.
7.5 The responsible entity of MPT
MPT is managed by Stockland Trust Management
Limited (STML). STML is a wholly owned subsidiary
of Stockland Corporation.
The directors of STML at the date of this PDS are
Peter Daly (Chairman), Graham Bradley, Bruce Corlett,
David Fairfull, Nicholas Greiner, Matthew Quinn, Hugh
Thorburn and Terry Williamson. The directors may
change over time.
As responsible entity of MPT, STML will undertake a
range of asset management services, on an armslength
basis, including providing development and
construction management services for the Property,
providing all documentation and other information
reasonably necessary, and assisting in the preparation
and analysis of that information relating to the
determination of the market value of the Property, or
the transfer or sale of the Property, creating and
managing annual asset plans and budgets, including
operating and capital budgets, leasing and operating
plans for the Property, and developing plans for and
recommending capital expenditure for approval by the
unitholders of MPT.
Details of the fees payable to STML are disclosed in
Section 9.2.7.
7.6 Property manager
Stockland Property Management Pty Limited has
been appointed as the Property manager to undertake
the ongoing management of the Property and to
attend to all leasing requirements. It is a wholly
owned subsidiary of Stockland Corporation.
The Property manager has extensive experience in
property and asset management and manages a
commercial and industrial property portfolio valued at
$2.6 billion as at 31 December 2004. The Property
manager's approach is focussed on tenant service,
long term tenant retention, and the ability to provide
an overall management service that ensures each tier
of property management is leveraged to maximise
rental returns and add value.
The Property manager has implemented a centralised
service platform, called the Stockland Service Centre,
across its commercial portfolio to provide tenants
with better service and to build and foster tenant
relationships. The Stockland Service Centre has been
custom designed and a unique feature of the service
is that it consists of Stockland personnel who
maintain a comprehensive knowledge of each
property being managed.
The Property manager will, as prescribed in the
Property Management Agreement, undertake a range
of property management and facilities management
related activities, on an arms-length basis. These
activities include management of the Property under
the terms of the Optus Lease, supervision of the
performance of contractors under all contracts and
agreements for services provided to the Property and
preparation of all financial records, budgets and
reports, including the collection of rent.
Given the Property manager's expertise and
knowledge of the property industry, the Responsible
Entity believes the Property manager's involvement in
the management of the Property is beneficial to the
Trust.
The Property manager's fees are recoverable from
Optus as an outgoing of the Property and are detailed
in Section 9.2.7. Further details of the Property
Management Agreement are set out in Section 15.7.
7.7 Stockland guarantees and loans
Various Stockland entities have provided guarantees
and a loan in order to facilitate the Trust’s transaction
with MPT and to manage the consequences in the
event that construction has not been completed and
Lease Commencement has not occurred by 1 July
2008 (one year beyond the scheduled completion
date) or such longer period as approved by Investors
by Special Resolution. These are detailed below:
7.7.1 Stockland Development guarantees
Stockland Development is providing two guarantees:
one in relation to the obligations associated with the
Agreement for Lease and the other in relation to a
rental arrangement with a tenant of a neighbouring
Stockland owned property at 16 Giffnock Avenue,
Macquarie Park:
36
7.
About
Stockland (cont.)
- Optus currently has an Agreement for Lease with
STML as trustee for Property Trust of Australasia,
which is in the process of being novated to MPT.
The Agreement for Lease was negotiated on the
basis that Stockland Trust would be the developer
and owner. There are certain obligations in the
Agreement for Lease which a third party purchaser
(such as MPT) would not normally assume.
Stockland Development, under the Turn-Key
Development Deed, is therefore guaranteeing:
(i)
costs and incentives associated with the
Agreement for Lease (thereby placing MPT in
a position of acquiring a new building from a
developer and separating the obligations of the
developer from that of the owner); and
(ii) to the Trust only, the Trust's share of the
difference between the actual rent payable by
Optus and the rent based on 84,000 sqm of
Building area under the Optus Lease (in the
event that the Building area is less than 84,000
sqm, but more than 79,800 sqm). In the event
that less than 79,800 sqm has been built (a
5% tolerance level), then Optus has the right
to terminate the Agreement for Lease, in
which case the Trust will be wound up and
Investors will receive their Application Monies
back in full as described in Sections 7.7.2 and
7.7.3; and
- Stockland Development will guarantee the licence
fee of $80,752 per annum (which is subject to
rental reviews on the same basis as the Optus
Lease) in relation to car parking spaces that may
be occupied by a tenant of a neighbouring
Stockland owned property at 16 Giffnock Avenue,
and who has been granted a sub-lease by MPT
over part of the Property. Section 5.7 provides
more detail on this matter.
7.7.2 Stockland Trust guarantee
If the Optus Lease does not commence by 1 July
2008 (which allows for one year beyond the
scheduled completion date) or such longer period as
approved by Investors by Special Resolution, then the
Trust will be wound up. In order to effect the
termination, MPT will repay the loan by the Trust by
either issuing ordinary units in MPT to Stockland Trust
or borrowing funds from Stockland Trust which will
thereafter retain 100% ownership of the Property.
MPT reserves the right to repay the loan from the
Trust (which then obligates Stockland Trust to
subscribe for further ordinary units in MPT or provide
a loan to MPT equal to the face value of the loan by
the Trust) at any time until 1 July 2008 if Stockland
Development, in its reasonable opinion, advises MPT
that Lease Commencement cannot be achieved by 1
July 2008.
7.7.3 Stockland Corporation indemnity
If the Trust is wound up as a result of the Optus
Lease not having commenced by 1 July 2008 or such
longer period as approved by Investors by Special
Resolution, Stockland Corporation will indemnify the
Trust to prevent any shortfall in the return of the
Application Monies to Investors from terminating the
Trust. This indemnity will include any costs
associated with the early termination of interest rate
swaps entered on behalf of the Trust. Investors will
not be entitled to interest on their Application Monies
but will be entitled to retain any distributions paid by
the Trust up to the date of repayment.
Stockland Corporation is also providing an indemnity
to the interest rate swap counterparty until such time
as the counterparty to the swap receives security
over the assets and undertaking of the Trust. This is
expected to occur on or shortly after Final Allocation.
7.7.4 Stockland Trust loan
A loan is proposed to be provided by Stockland Trust
to MPT to assist MPT with the acquisition of Paul
Street North (which is intended to be part of the
Property but is currently owned by the Crown and the
NSW Roads and Traffic Authority). These
arrangements are discussed in more detail in Section
5.6. The loan, including capitalised interest, will be
repayable on Lease Commencement. The
consideration for the development of the Buildings
paid by MPT to Stockland Development under the
Turn-Key Development Deed will effectively reduce by
the amount of the bullet repayment (both principal
and interest).
37
7.8 Corporate governance and conflict
resolution
A corporate governance framework has been
established by the Responsible Entity to protect the
interests of Investors. This framework includes the
following approach:
- detailed disclosure in this PDS of the Stockland
roles, agreements and fees in relation to the Trust
and the Trust's Property Interest;
- a comprehensive due diligence process for the
Offer involving independent legal, tax, accounting
and property valuation experts;
The directors of the Responsible Entity have a
fiduciary duty to act in the best interests of Investors
in relation to decisions affecting the Trust.
One of the directors of SFML and STML, Graham
Bradley, is also a director of Singapore
Telecommunications Limited which is the ultimate
parent company of Optus. Mr Bradley has declared
his conflict of interest and not been involved in the
negotiations, nor voted on any board decisions, in
relation to the Optus Lease or the development of
the Property.
- documented and formally approved and executed
agreements between Stockland and the Trust,
with separate independent legal advice obtained
by the Responsible Entity on behalf of the Trust;
- the board of the Responsible Entity including two
of five directors that are independent of Stockland;
- compliance monitoring by the Compliance
Committee in accordance with the Corporations
Act and the Compliance Plan, and review
procedures by Stockland's internal compliance unit
in respect of the conduct of other Stockland
entities generally; and
- a requirement for the approval of all related party
transactions by the board of the Responsible
Entity to be by unanimous vote, including the
independent directors. Any Stockland executive
directors are excluded from voting on such
transactions.
38
8.
Financial
Information
8.1 Introduction
The Financial Information contained in this Section 8
should be read in conjunction with the significant
accounting policies (Section 8.7), the key forecast
assumptions (Section 8.8), the sensitivity analysis
(Section 8.10) and the risk factors (Section 10).
The Financial Information included in this Section 8
consists of:
- forecast Statements of Financial Performance and
Statements of Distribution for the Forecast Period;
- the pro-forma Statement of Financial Position of
the Trust on Final Allocation and Lease
Commencement; and
- sources and applications of funds of the Trust on
completion of Final Allocation and Lease
Commencement.
The Financial Forecasts have been adopted by the
directors of the Responsible Entity and represent the
Responsible Entity’s best estimate, based on present
circumstances, as to the most likely set of conditions
to which the Trust will be exposed.
The Financial Information has been presented in an
abbreviated form insofar as it does not include all of
the disclosures required by the Australian Accounting
Standards applicable to annual financial reports
prepared in accordance with the Corporations Act.
Returns on an investment in the Trust are not
guaranteed. Although due care and attention has been
taken in preparing the Financial Forecasts, many
factors which affect the Financial Forecasts are
outside the control of the Responsible Entity and its
directors or are not capable of being foreseen or
accurately predicted. This is particularly the case the
longer the forecast period. As such, actual results may
differ from the Financial Information. For further
information on such factors, please refer to the risks
detailed in Section 10.
In addition, Investors’ financial returns are dependent
on the distributions received by them and the amount
received on disposal of the Trust’s Property Interest or
through an alternative investment strategy approved
by a Special Resolution. Generally, Investors will
realise their investment following the disposal of the
Trust’s Property Interest and/or the termination of the
Trust. Accordingly, Investors’ returns will be sensitive
to, and directly affected by, the price at which the
Trust’s Property Interest is realised. Other
sensitivities are detailed in Section 8.10.
The assumptions on which the Financial Information
is based are set out in this Section 8. All figures are
subject to rounding.
8.2 Presentation of financial statements
that comply with A-GAAP and A-IFRS
ASIC requires that product disclosure statements
issued on or after 1 January 2005 should present
financial reports that comply with Australian
equivalents to International Financial Reporting
Standards (A-IFRS). As users may also be familiar
with financial reports that comply with Australian
Generally Accepted Accounting Principles (A-GAAP),
forecast statements of financial performance and
financial position that comply with A-IFRS and A-
GAAP (as in force as at 31 December 2004) are
detailed in Sections 8.3 and 8.5. However, all
financial reports prepared for Investors will need to
comply with A-IFRS.
39
The key differences between A-GAAP and A-IFRS in relation to the Financial Information are detailed below.
Item Treatment under A-GAAP Treatment under A-IFRS
Rental Income
Derivative
instruments
Contributed
equity (from
unitholders)
Accrued as the underlying lease
provides, generally resulting in increases
in rent each year.
Gains and losses on interest rate swaps
are included in the determination of
interest expenses.
Gains and losses on forward interest
rate contracts are deferred and
amortised over the term of the
underlying borrowing.
Equity in the Statement of Financial
Position.
Averaged over the life of the lease, to
the extent it can be reliably measured,
resulting in no rental growth.
Derivatives are initially recognised at
fair value on the date a derivative
contract is entered into and are
subsequently remeasured at their fair
value at each reporting date. The
resulting gain or loss is recognised in
the Statement of Financial
Performance immediately unless the
derivative is designated and effective
as a hedging instrument, in which
event the timing of the recognition in
the Statement of Financial
Performance depends on the nature of
the hedge relationship.
In certain circumstances, the
contribution from unitholders may be
classified as debt, where the Trust has
an obligation to repay the contributed
amount.
40
8.
Financial
Information (cont.)
8.3 Forecast Statements of Financial Performance
The forecast Statements of Financial Performance for the pro-forma 9 month period ending 30 June 2006, and
the years ending 30 June 2007, 30 June 2008 and 30 June 2009 under both A-GAAP and A-IFRS are as follows:
Forecast Statements of Financial Performance
A-GAAP
Notes.
1. The Responsible Entity may defer part of this fee as described in Section 9.2.1.
2. Trust expenses include valuation fees, audit fees, annual report costs, custodian and registry fees.
A-IFRS
9 months to Year ending Year ending Year ending 9 months to Year ending Year ending Year ending
30-Jun-06 30-Jun-07 30-Jun-08 30-Jun-09 30-Jun-06 30-Jun-07 30-Jun-08 30-Jun-09
($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000) ($'000)
Income
Share of profits
from associate 0 0 11,506 11,741 0 0 13,436 13,670
Interest revenue
MPT loan 1,740 2,128 0 0 1,740 2,128 0 0
Bank interest 274 313 269 219 274 313 269 219
Total income 2,014 2,441 11,775 11,960 2,014 2,441 13,705 13,889
Expenses
Borrowing costs
Bank Loan 970 1,166 7,028 7,016 620 747 7,115 7,160
Responsible Entity's fee 1 140 164 832 826 140 164 832 826
Trust expenses 2 111 136 140 143 111 136 140 143
Total expenses 1,221 1,466 8,000 7,985 871 1,047 8,087 8,129
Net profit/(loss) before
distributions to
unitholders 793 975 3,775 3,975 1,143 1,394 5,618 5,760
Distributions to
unitholders 2,161 1,975 7,208 5,834 2,161 1,975 7,208 5,834
Net profit/(loss) after
distributions to
unitholders (1,368) (1,000) (3,433) (1,859) (1,018) (581) (1,590) (74)
41
8.4 Forecast Statements of Distributions to Investors
The forecast Statements of Distributions for the pro-forma 9 month period ending 30 June 2006, and the years
ending 30 June 2007, 30 June 2008 and 30 June 2009 are as follows:
Forecast Statements of Distributions
9 months to Year ending Year ending Year ending
30-Jun-06 30-Jun-07 30-Jun-08 30-Jun-09
($'000) ($'000) ($'000) ($'000)
Gross forecast distributions 2,161 1,975 7,208 5,834
Interest on Final Instalment 0 0 (3,241) (3,241)
Payment of Final Instalment
establishment costs (515) 0 (1,391) 0
Net forecast distributions 1,646 1,975 2,576 2,593
Pre-tax return 1 90-day bank bill rate 90-day bank bill rate 7.50% 7.55%
Tax deferred component
of distribution 100% 100% 100% 100%
After Tax Return 1, 2 90-day bank bill rate 90-day bank bill rate 12.56% 12.61%
Notes.
1. The 90-day bank bill was 5.70% as at 27 June 2005.
2. The After Tax Return is higher than the pre-tax return in 2008 and 2009 as it assumes deductions of
Interest and Fees associated with the Final Instalment are available to Investors. The After Tax Returns are
based on a marginal rate of income tax of 48.5%.
42
8.
Financial
Information (cont.)
8.5 Pro-forma Statements of Financial Position
Set out below are the pro-forma Statements of Financial Position of the Trust under both A-GAAP and A-IFRS
as at Final Allocation (expected to be 27 September 2005) and at the date of Lease Commencement (expected
to be 1 July 2007):
Pro-forma Statements of Financial Position
A-GAAP 1 A-IFRS 1
On Lease
On Lease
At Final Allocation Commencement At Final Allocation Commencement
($'000) ($'000) ($'000) ($'000)
Current assets
Cash 7,745 3,278 7,745 3,278
Total current assets 7,745 3,278 7,745 3,278
Non current assets
Loan to Macquarie Park Trust 25,129 0 25,129 0
Deferred acquisition costs 688 0 688 0
Investment in Macquarie Park Trust 0 173,138 0 173,138
Borrowing costs capitalised 2,908 2,100
Bank Loan interest prepayment 0 3,402 0 3,402
Total non current assets 28,725 178,640 25,817 176,540
Total assets 36,470 181,918 33,562 179,818
Current liabilities
Distributions payable 0 494 0 494
Total current liabilities 0 494 0 494
Non current liabilities
Borrowings 7,425 103,226 4,517 100,357
Total non current liabilities 7,425 103,226 4,517 100,357
Net assets attributable to unitholders 29,045 78,967
Liabilities to unitholders
Payable to unitholders 2 0 0 29,045 78,967
Total liabilities to unitholders 0 0 29,045 78,967
Total liabilities 7,425 103,720
Net assets 29,045 78,198 0 0
Unitholders' equity
Contributed equity 3 34,347 85,867
Unit issue costs (5,302) (5,302)
Excess of distributions over profits 0 (2,367)
Total unitholders' equity 29,045 78,198
Number of Units on issue ('000) 85,867 85,867 85,867 85,867
NTA per Unit (cents) See Note 4 91.1 See Note 4 92.0
Notes.
1. The difference between the Forecast Statements of Financial Position under A-GAAP and A-IFRS is
described in Section 8.2.
2. The fair value of the Units reflects the amount incurred by the Trust in connection with the transaction
costs. The liability is subsequently increased by its share of the Trust's profits.
3. The contributed equity is the aggregate of the payment by SFML on the Units using the First Instalment
plus the fair value of the Final Instalment at Final Allocation.
4. NTA is 40 cents per Unit compared to the 40 cents per First Instalment as a result of the indemnity
provided by Stockland Corporation as detailed in Section 7.7.3. If no indemnity was provided, the NTA would
be 33.8 cents per Unit compared to a First Instalment of 40 cents per Unit.
43
NTA per Unit on Final Allocation is $0.40 compared to the First Instalment of $0.40 per Unit as a result of the
indemnity from Stockland Corporation, as detailed in Section 7.7.3. Upon Lease Commencement, the NTA per
Unit calculated in accordance with A-IFRS is forecast to be $0.92.
It should be noted that Investors’ capital will be protected during the period from Final Allocation until Lease
Commencement by the indemnity, which, if triggered, ensures Investors will be repaid their Application Monies
(see Sections 7.7.2 and 7.7.3).
8.6 Sources and applications of funds
Set out below is the forecast sources and applications of funds in respect of the Offer and the acquisition of
the Trust's Property Interest, based on the Financial Information as at Final Allocation and at Lease
Commencement:
Sources and applications of funds
Up to Lease
At Final Allocation
Commencement
($'000)
($'000)
Sources of funds
Security Interest Holder First Instalment 34,347 34,347
Security Interest Holder Final Instalment 0 51,520
Bank Loan 7,425 103,226
Total sources of funds 41,772 189,093
Applications of funds
Loan to Macquarie Park Trust 25,129 0
Investment in Macquarie Park Trust 0 172,450
Responsible Entity's fees (including underwriting and distribution fees) 7,166 7,166
Working capital 3,811 3,811
Margin and Bank Loan fees 3,933 3,933
Finance costs 1,016 1,016
Offer costs 717 717
Total applications of funds 41,772 189,093
44
8.
Financial
Information (cont.)
8.7 Statement of significant accounting
policies
Basis of preparation
The Financial Information has been prepared in
accordance with the Constitution, Australian
Accounting Standards, other mandatory professional
reporting requirements (Urgent Issues Group
Consensus Views), and the Corporations Act. The
Financial Forecasts and pro-forma Statements of
Financial Position are presented in an abbreviated
form insofar as they do not comply with all the
disclosures required by Australian Accounting
Standards applicable to annual reports prepared in
accordance with the Corporations Act. Unless
otherwise specified, the treatment of the following
items are the same under A-GAAP and A-IFRS.
Financial statements of the Trust will be prepared
under A-IFRS as outlined below. A-GAAP accounting
policies have been shown for comparative purposes.
Significant accounting policies adopted by MPT
(a) Rental income
A-GAAP: Rental income from operating leases is
brought to account when legally due and if not
received at balance date is reflected in the
Statement of Financial Position as a receivable or
if paid in advance, as rent in advance.
A-IFRS: Rental income from operating leases is
recognised on a straight line basis over the term
of the relevant lease.
(b) Investment properties
A-GAAP and A-IFRS: Investment properties
comprise investment interests in land and
buildings (including integral plant and equipment)
held for the purpose of producing rental income.
Investment properties are initially measured at
cost, being the purchase consideration determined
as at the date of acquisition plus expenditure
which is directly attributable to the acquisition of
the item. In the event that settlement of all or
part of the cash consideration given in the
acquisition is deferred, the fair value of the
purchase consideration is determined by
discounting the amounts payable in the future to
their present value as at the date of acquisition.
A-GAAP: Investment properties are measured at
their fair value at the end of each reporting date.
Revaluation increments are credited directly to the
asset revaluation reserve except to the extent the
increment reverses a decrement that was
previously recognised as an expense in the
Statement of Financial Performance in respect of
the same class of assets, in which case the
increment is recognised as revenue in the
Statement of Financial Performance. Net
revaluation decrements are recognised as an
expense in the Statement of Financial
Performance, except to the extent that the
decrement reverses a previous revaluation
increment in respect of the same class of assets
credit directly to the asset revaluation reserve, in
which case the decrement is debited directly to
the reserve to the extent that a credit exists in
respect of the same class of asset.
A-IFRS: Investment properties are measured at
their fair value at the end of each reporting date.
Gains or losses arising from changes in the fair
value of investment property are included in the
Statement of Financial Performance in the period
in which they arise.
(c) Depreciation
A-GAAP and A-IFRS: Investment properties are
not depreciated. The properties are subject to
continued maintenance and regularly revalued on
the basis set out above.
Significant accounting policies adopted by the
Trust
(a) Interest income
A-GAAP: Interest revenue is brought to account
when earned and if not received at balance date,
is reflected in the Statement of Financial Position
as a receivable.
A-IFRS: Interest revenue is recognised on a time
proportionate basis that takes into account the
effective yield on the financial asset.
(b) Borrowings
A-GAAP: The Bank Loan and other loans are
recorded at an amount equal to the net proceeds
received. Interest expense is recognised on an
accruals basis. Ancillary costs incurred in
connection with the arrangement of borrowings
are deferred and amortised over the period of the
borrowing.
A-IFRS: Borrowings are recorded initially at fair
value, net of transaction costs. Subsequent to
initial recognition, borrowings are measured at
amortised cost with any difference between the
initial recognised amount and the redemption
value being recognised in the Statement of
45
Financial Performance over the period of the
borrowing using the effective interest rate
method.
(c) Borrowing costs
A-GAAP and A-IFRS: Borrowing costs include
interest, amortisation of discounts or premiums
relating to borrowings and amortisation of ancillary
costs incurred in connection with arrangement of
borrowings. Borrowing costs directly attributable
to Buildings under construction are capitalised as
part of the cost of these assets.
(d) Derivatives
The Trust has entered into a variety of derivative
financial instruments to manage its exposure to
changes in interest rates. Derivative financial
instruments are not held for speculative purposes.
A-GAAP: Derivative financial instruments which
are designated as effective hedges of underlying
exposures are accounted for on the same basis as
the underlying exposure. Interest payments and
receipts under interest rate swap contracts are
recognised in the Statement of Financial Position
on an accruals basis, as an adjustment to
borrowing costs. Other interest rate swaps not
meeting the accounting requirements for hedges
are valued at reporting date and any gains and
losses are brought to account in the Statement of
Financial Performance.
A-IFRS: Derivatives are initially measured at fair
value on the date a derivative contract is entered
into and subsequently remeasured to their fair
value at each reporting date. The resulting gain or
loss is recognised in the Statement of Financial
Performance immediately unless the derivative is
designated as and is effective as a hedging
instrument, in which event the timing of the
recognition in the Statement of Financial
Performance depends on the nature of the hedge
relationship.
The Trust designates certain derivatives as hedges
of highly probable forecast transactions (cash flow
hedges). The effective portion of changes in the
fair value of derivatives that are designated and
qualify as cash flow hedges are deferred in equity.
The gain or loss relating to the ineffective portion
is recognised immediately in the Statement of
Financial Performance. Amounts deferred in
equity are recycled to Statement of Financial
Performance in the periods when the hedged item
is recognised in the Statement of Financial
Performance.
Hedge accounting is discontinued when the
hedging instrument expires or is sold, terminated
or exercised or no longer qualifies for hedge
accounting. At that time, any cumulative gain or
loss deferred in equity remains in equity and is
recognised when the forecast transaction is
ultimately recognised in the Statement of
Financial Performance. When a forecast
transaction is no longer expected to occur, the
cumulative gain or loss that was deferred in equity
is recognised immediately in the Statement of
Financial Performance.
Certain derivative instruments do not qualify for
hedge accounting. Changes in the fair value of
any derivative instrument that do not qualify for
hedge accounting are recognised immediately in
the Statement of Financial Performance.
Derivatives embedded in other financial
instruments or other host contracts are treated as
separate derivatives when their risk and
characteristics are not closely related to those of
host contracts and the host contracts are not
measured at fair value with changes in fair value
recognised in the Statement of Financial
Performance.
(e) Financial instruments issued by the Trust
A-GAAP: Debt and equity instruments are
classified as either liabilities or as equity in
accordance with the substance of the contractual
arrangement. Transaction costs arising on the
issue of equity instruments are recognised directly
in equity as a reduction of the proceeds of the
equity instruments to which the costs relate.
Transaction costs are the costs that are incurred
directly in connection with the issue of those
equity instruments and which would not have
been incurred had those instruments not been
issued.
A-IFRS: Debt and equity instruments are classified
as either liabilities or as equity in accordance with
the substance of the contractual arrangement.
Issued Units in the Trust are classified as liabilities
in accordance with AASB 132 Financial
Instruments: Disclosure and Presentation.
46
8.
Financial
Information (cont.)
(f) Investments in associates
A-GAAP and A-IFRS: Investments in associates,
which are those entities over which the Trust
exercises significant influence and which are not
intended for sale in the near future, are accounted
for using equity accounting principles.
Investments in associates are carried at the lower
of the equity accounted amount and the
recoverable amount. The Trust's equity accounted
share of the associate's net profit or loss is
recognised in the Statement of Financial
Performance from the date significant influence
commences until the date significant influence
ceases. The Trust's equity accounted share of the
associate's other movements in reserves is
recognised directly in reserves. MPT is an
associate of the Trust.
(g) Security Interest Holder unpaid call
A-GAAP and A-IFRS: The Security Interest Holder
unpaid call in respect of Units issued is only
recognised on Lease Commencement as it is not
payable until that time.
(h) Income tax
The Trust is not liable to pay income tax if all
Investors are presently entitled to all of the
income of the Trust. The Responsible Entity
intends to distribute all the income of the Trust, if
any, to Investors in accordance with the
Constitution.
(i)
GST
The Trust is registered for GST purposes and will
receive input tax credits for GST paid. Revenues,
expenses and assets are recognised net of the
amount of GST except:
- where the amount of GST incurred is not
recoverable from the taxation authority, it is
recognised as part of the cost of acquisition of
an asset or as part of an item of expense; and
- for receivables and payables which are
recognised inclusive of GST.
8.8 Key financial forecast assumptions
The major assumptions made in preparing the
Financial Forecasts are set out below. While the
Responsible Entity considers these assumptions to
be appropriate and reasonable at the time of
preparing this PDS, Investors should appreciate that
many factors which may affect results are outside the
control of the Responsible Entity and its directors or
may not be capable of being foreseen or accurately
predicted. Accordingly, actual results may vary
materially from the forecasts. Investors are advised to
review the assumptions and Financial Forecasts and
make their own independent assessment of the
future performance and prospects of the Trust.
The forecasts have been reviewed by Deloitte
Corporate Finance Pty Limited, which has prepared
the Independent Accountant's Report contained in
Section 12. Deloitte Touche Tohmatsu Ltd has
prepared a report on the taxation implications (refer to
Section 13). No person guarantees the future
performance of the Trust.
The Responsible Entity has prepared financial
forecasts for the Property based on expert reports
and its knowledge of the Property and the industry.
The Trust will have a 49% interest in MPT from Lease
Commencement and will recognise income from
MPT based on this ownership interest. As a result,
the forecast assumptions of MPT have a material
bearing on the Financial Forecasts. The key
assumptions underlying the Financial Forecasts are as
follows:
Assumptions relating to MPT
(a) Rental income
There are three sources of rental income for MPT
(which then pays interest on the loan from the
Trust until Lease Commencement and thereafter, a
distribution on the Trust’s Property Interest):
- for the period from Final Allocation to Lease
Commencement, Stockland Development will
lease the land from MPT to enable it to
develop the Property as described in Section
6.1; and
- for the period after Lease Commencement:
(i) Optus will lease the Property on terms
described in Section 6.2; and
(ii) to the extent that a neighbouring tenant
occupies some of the car parking spaces on
and has been granted a sub-lease over part
of the Property, Stockland Development will
guarantee the car parking licence fee that is
not otherwise payable by Optus. This is
described further in Section 5.7.
47
(b) Vacancies
As Optus will occupy 100% of the Property (to the
extent that a neighbouring tenant occupies some of
the car parking spaces on and has been granted a
sub-lease over part of the Property – refer Section
5.7) from the date of Lease Commencement, and
because the term of the Optus Lease extends
beyond the initial term of the Trust, there is not
expected to be any vacancy in the Property during
the initial term of the Trust. Therefore, no allowance
for vacancy has been made.
(c) Property outgoings
Property outgoings payable by MPT, other than the
Property management fee which is a function of
the rent payable by Optus (refer to Section 9.2.7),
are forecast to increase annually at 2.5% over the
Forecast Period. Under the terms of the Optus
Lease, outgoings are fully recoverable (refer to
Section 6.2).
(d) Property value
As result of changing market conditions, it is
difficult to reliably measure the fair value of the
Property. For the purposes of the Financial
Forecasts, it has been assumed that there will be
no movement in the fair value of the Property
during the Forecast Period.
Assumptions relating to the Trust
(a) Interest income
It has been assumed that interest income will be
earned on the Trust’s cash balances at the rate of
5.25% per annum over the Forecast Period.
(b) Borrowings and borrowing costs
Borrowing costs are based on the expected debt
profile and the letter of offer from the Financier,
which is summarised in Section 3.2.
(c) Amortised borrowing costs
There are three components to the amortised
borrowing costs:
- costs associated with establishing the facility
to allow Investors to receive the 90-day bank
bill rate during the period from Final Allocation
until Lease Commencement. This amount is
amortised over the period that the costs relate
to, pro-rated on a daily basis;
- costs associated with the establishment of the
Bank Loan (0.15% of the total facility amount
of $107,226,000) based on the Financier's
letter of offer (refer to Section 3.2). This cost is
amortised over eight years from Final
Allocation, pro-rated on a daily basis; and
- the prepayment of the margin on the Term
Loan Facility and line fee associated with the
Bank Loan (refer to Section 3.2). This is
amortised over the six year period that the
prepayment relates to, pro-rated on a daily
basis.
(d) Responsible Entity fees
The Responsible Entity will receive a Trust
establishment fee of $7,165,584, inclusive of GST
less input tax credits, upon Final Allocation,
calculated as 4% of the value of the Trust’s
Property Interest. This fee will be allocated and be
treated in the Statement of Financial Position
under A-GAAP and A-IFRS in the following ways:
Cost treatment Allocation ($'000) A-GAAP treatment A-IFRS treatment
Issue costs 65% 4,585 Deducted from Investor's Deducted from loan from
contributed equity.
unitholders.
Capitalised borrowing 25% 1,892 Treated as an asset and Deducted from borrowings.
costs
amortised over the life of the
Trust.
Capitalised acquisition 10% 688 Treated as an asset as a Treated as an asset as a
costs deferred acquisition cost up deferred acquisition cost up
until Lease Commencement, until Lease Commencement,
and then as part of the and then as part of the
investment in MPT.
investment in MPT.
48
8.
Financial
Information (cont.)
From Final Allocation, the Responsible Entity will
receive a fee of 0.46125% (inclusive of GST less any
reduced input tax credits) per annum of the gross
asset value of the Trust for performance of its duties
as the Responsible Entity. However, the Responsible
Entity may defer some of this fee. Details of the
Responsible Entity fee are set out in Sections 9.1 and
9.2. The Financial Forecasts assume the gross asset
value of the Trust's Property Interest is increased by
the Trust's share of the capital expenditure for the
Property.
(e) Trust expenses
The Responsible Entity will incur recurring
operating expenses including audit fees, custodian
fees, registry fees, valuation fees, security trustee
fees and annual reporting costs. These amounts
have been forecast by taking into account factors
likely to influence the level of these fees, charges
and costs including the Trust’s gross assets,
Property valuations and general inflationary
expectations based on an annual CPI increase of
2.5%.
(f) Contributed equity and unpaid call on Units
Investors will pay the First Instalment of $0.40 per
Unit on Application. SFML will use the proceeds
of the Offer to ensure that the Units are paid up to
$0.40 per Unit on or before the date of Final
Allocation. The Security Interest Holder (intended
to be Westpac by the date of Lease
Commencement) will pay the balance of the
unpaid call on Units ($0.60 per Unit) on Lease
Commencement.
(g) Loan to MPT
The Trust will use the funds raised through the
Offer and the first tranche of the Term Loan
Facility to make a loan to MPT on the date of Final
Allocation on which the Trust will receive interest
at the rate of 8.23% per annum.
(h) Investment in Ordinary Units in MPT
At Lease Commencement, the loan to MPT will
be repaid, and 49% of the Ordinary Units in MPT
will be issued to the Trust. The Ordinary Units in
MPT will entitle the Trust to a 49% interest in both
the income and capital of MPT together with an
entitlement to vote and participate in the winding
up of MPT.
(i)
(j)
Capital expenditure
Property capital expenditure is based on an
engineer and quantity surveyor’s estimate of
capital expenditure costs for the proposed new
Buildings, assuming completion on 1 July 2007.
The Trust’s share of forecast capital expenditure is
assumed to be funded entirely by the Capital
Expenditure Facility. The Capital Expenditure
Facility is greater than the Trust’s share of
estimates provided by the engineer and quantity
surveyor for the initial term of the Trust.
Offer costs
The costs of the Offer are estimated as follows:
Offer costs
($'000)
Proportion of Responsible Entity's fee attributable to the arranging of equity 1 4,585
Professional fees (legal, tax and accounting) 473
Marketing, research and printing costs 193
Registry set up costs 51
Total 5,302
Notes.
1. Part of this amount is paid out to cover the cost of underwriting and distributing the Offer.
49
(k) GST
It has been assumed that no GST is payable in
respect of distributions paid by the Trust.
(l)
All forecasts including income, fees, charges and
acquisition costs are shown inclusive of GST
except where the amount of GST incurred is
recoverable from the ATO.
Taxation
Given the nature of the Trust’s proposed
investment activities, the Trust will be subject to
trust taxation "flow through" provisions under
Australian tax legislation. Accordingly, by
distributing all of its income to its Investors, the
Trust does not incur a tax liability. Information on
tax consequences is provided in Section 13.
(m) Accounting standards
It has been assumed there will be no changes in
applicable accounting standards, the Corporations
Act or other financial reporting requirements that
may have a material effect on the Financial
Forecasts.
Interest and Fees on Final Instalment
As Investors will not be required to pay the Final
Instalment of $0.60 per Unit until the Final Instalment
Payment Date (expected to be 30 June 2013 except as
outlined in Sections 4.4 and 4.5), Investors are required
to pay Interest and Fees on the Final Instalment until
the Final Instalment Payment Date. The interest rate
on the Final Instalment is fixed at 6.79% per annum
until 30 June 2013. Part of the margin is being prepaid
and the line fee on the Final Instalment will be paid on
Lease Commencement. The interest rate shown
above of 6.79% per annum is prior to the prepayment.
Section 4.6 has further details of the Interest and Fees.
Other assumptions
Other assumptions that are implicit in the forecasts
are that:
- there will be no material changes in Australian
taxation or other legislation;
- there is no financial impact arising from the risk
factors outlined in the statement of risk factors
discussed in Section 10;
- there is no change of control in the ownership of
MPT; and
- the Optus Lease is enforceable and is performed
in accordance with its terms.
8.9 Taxation considerations
Deloitte has provided a report on the taxation
consequences of investing in the Trust in its Taxation
Report in Section 13.
8.10 Sensitivity analysis
Investors should note that:
- the effect on distributions presented for each
sensitivity is not intended to be indicative or
predictive of the low and high points likely to be
experienced with respect to each sensitivity;
- a movement in the opposite direction from that
shown for each assumption will result in a similar
effect on forecast to that shown, but in the
opposite direction, except to the extent that the
Responsible Entity may receive up to the full
0.46125% per annum management fee (as
disclosed in Section 9.2.1) provided this does not
reduce distributions in that year to below the
forecast distribution per First Instalment as
detailed in Section 8.4;
- each sensitivity assumes all other assumptions in
Section 8.8, other than those below, are held
constant; and
- the sensitivity assessments are intended to
provide a guide only and variations in actual
performance may have a greater impact than
detailed below. Movement in other assumptions
may offset or compound the effect of a change in
the Financial Forecasts, and due to the complexity
of the analysis, the Responsible Entity has not
forecast the combined effect of such movements.
The Responsible Entity has sought to minimise the
number of elements that could vary and impact
returns to Investors. For example, all substantial
interest rate exposures have been fixed and Optus is
committed to agreed rents for the Buildings
throughout the Forecast Period.
The following sensitivity analysis shows the return on
the First Instalment to Investors and the tax deferred
component of forecast distributions in each of the
years to 30 June 2009, based on variations in the CPI
as disclosed in Section 8.8, different levels of interest
rates as they relate to the Capital Expenditure Facility
(the interest rate on the Term Loan Facility has been
fixed until 30 June 2013), and different levels of
capital expenditure incurred.
50
8.
Financial
Information (cont.)
The consideration for the Property (refer to Section 5.4) is fixed and therefore Investors are not exposed to any
price variations.
Elements of the investment structure that may vary include:
(a) Date of Lease Commencement
If Lease Commencement is delayed beyond the expected date of 1 July 2007, Investors will continue to
receive distributions expected to be approximately equal to the 90-day bank bill rate as the net cash yield
on their First Instalment until Lease Commencement or until Investors receive their Application Monies
back (refer to Sections 7.7.2 and 7.7.3). Under this scenario, Investors would be disadvantaged to the extent
that the distribution payment is less than the net payment they would have received from the Trust's
distribution from MPT had the Optus Lease commenced as scheduled on 1 July 2007. The table below
shows the impact of a delay of one year in Lease Commencement:
Sensitivity to Lease Commencement date
Lease Commencement is delayed to 1 July 2008
Year ending 30 June 2006 2007 2008 2009
Change in distribution per First Instalment No change No change -1.80% Not
approximately applicable 2
Distribution per First Instalment 90-day bank 90-day bank 90-day bank
bill rate bill rate bill rate
(5.70% pa as at (5.70% pa as at (5.70% pa as at
27 June 2005) 27 June 2005) 27 June 2005)
Tax deferred component 100% 100% 100% Not
applicable 2
(b) Interest rates
The Responsible Entity has fixed interest rates on the $103.226 million Term Loan Facility whereas the
interest rate on the Capital Expenditure Facility ($3.0 million) is variable. Accordingly, reasonably foreseeable
fluctuations in interest rates are not considered to have a material effect on the distributions over the
Forecast Period, but are detailed below:
Sensitivity to interest rates on the Capital Expenditure Facility
Interest rates increase by 1% per annum
Year ending 30 June 2006 2007 2008 2009
Change in distribution per First Instalment No change 1 No change 1 0.00% 0.00%
Distribution per First Instalment 90-day bank 90-day bank 7.50% 7.55%
bill rate bill rate
(5.70% pa as at (5.70% pa as at
27 June 2005) 27 June 2005)
Tax deferred component 100% 100% 100% 100%
51
Sensitivity to interest rates on the Capital Expenditure Facility
Interest rates increase by 2% per annum
Year ending 30 June 2006 2007 2008 2009
Change in distribution per First Instalment No change 1 No change 1 0.00% -0.01%
Distribution per First Instalment 90-day bank 90-day bank 7.50% 7.54%
bill rate
bill rate
(5.70% pa as at (5.70% pa as at
27 June 2005) 27 June 2005)
Tax deferred component 100% 100% 100% 100%
(c) Capital expenditure
The distributions of the Trust will be impacted to the extent that the Trust is required to fund additional capital
expenditure, beyond the Capital Expenditure Facility, from net operating cash flows (refer to Section 8.8).
Although the Capital Expenditure Facility is greater than the Trust's share of estimates for the initial term of
the Trust provided by the engineer and quantity surveyor, the following table shows the sensitivity to the
distributions if any increase in capital expenditure was funded from net operating cash flows of the Trust:
Sensitivity to variances related to capital expenditure
Capital expenditure increases by 50%
Year ending 30 June 2006 2007 2008 2009
Change in distribution per First Instalment No change 1 No change 1 -0.07% -0.15%
Distribution per First Instalment 90-day bank 90-day bank 7.43% 7.40%
bill rate
bill rate
(5.70% pa as at (5.70% pa as at
27 June 2005) 27 June 2005)
Tax deferred component 100% 100% 100% 100%
Capital expenditure increases by 100%
Year ending 30 June 2006 2007 2008 2009
Change in distribution per First Instalment No change 1 No change 1 -0.13% -0.29%
Distribution per First Instalment 90-day bank 90-day bank 7.37% 7.26%
bill rate
bill rate
(5.70% pa as at (5.70% pa as at
27 June 2005) 27 June 2005)
Tax deferred component 100% 100% 100% 100%
Note to the sensitivity tables on date of Lease Commencement, interest rates and capital expenditure:
1. There is no change to the distribution per First Instalment for 2006 and 2007 as no capital expenditure is
expected to be incurred prior to Lease Commencement.
2. If Lease Commencement does not occur by 1 July 2008 or such longer period as approved by Investors by
Special Resolution, the Trust will be wound up and Investors will receive their Application Monies back in
full (refer to Sections 7.7.2 and 7.7.3).
52
9.
Fees
9.1 Fees and other costs
This section of the PDS shows fees and other costs that may be charged to Investors. All amounts are stated
inclusive of GST less any reduced input tax credits. These fees and costs may be deducted from Investors’
money, from the returns on an investment in the Trust or from the Trust assets as a whole.
Taxes are set out in Section 13.
You should read all of the information about fees and costs because it is important to understand their impact
on an investment in the Trust.
Type of fee or cost Amount How and when
Fees when your money moves in or out of the Trust
Establishment fee
The fee to open your investment
Contribution fee
The fee on each amount
contributed to your investment -
either by you or your employer
Withdrawal fee
The fee on each amount you take
out of your investment
Trust establishment fee of
$7,165,584 1 from which SFML
will pay Westpac's underwriting
and distribution fees
Services arranging fee of
$936,963 for professional adviser
costs and PDS production costs
Not applicable
No withdrawal fee
If the Limited Liquidity Facility is
used, 2.5% of the NTA per Unit
for each Instalment Receipt sold
plus transaction costs and a
processing fee of $110 per parcel
of Instalment Receipts
Trust establishment fee payable
from the assets of the Trust on
Final Allocation. It does not apply
to Investors who acquire
Instalment Receipts by way of
transfer after Final Allocation
Services arranging fee payable
from the assets of the Trust on
Final Allocation
Not applicable
Deducted from the purchase
price payable by Westpac under
the Limited Liquidity Facility
Termination fee
The fee to close your investment
Not applicable
Not applicable
1 This fee is calculated as 4% of the value of the Trust's Property Interest.
53
Type of fee or cost Amount How and when
Management costs
The fees and costs for managing
your investment 2
Management fee of 0.46125%
per annum of the gross asset
value of the Trust 3
Performance fee of between
1.025% and 2.050% of the Net
Sale Proceeds if the final
distribution per Unit is greater
than the Application Price by 6%
or more 4
Reimbursable costs and
expenses of approximately
0.26% per annum on average
over the Forecast Period of the
gross asset value of the Trust 5
Management fee calculated
monthly and payable from the
income of the Trust at the end of
each Quarter 6
Performance fee payable from
the assets of the Trust within the
earlier of the date 30 days after
the date the Responsible Entity
receives the proceeds of the sale
of the Trust's Property Interest, or
the date of the final return of
capital to Investors
Payable from the assets or
income of the Trust as incurred
Service fees
Investment switching fee
The fee for changing investment
options 7
Not applicable
Not applicable
2 This does not include Interest and Fees payable on the Final Instalment. See Section 9.2.3.
3 This fee is expressed as a percentage per annum (0.46125%) of gross assets of the Trust and equates to
approximately 0.85% per annum (inclusive of GST less any reduced input tax credits) on average over the
Forecast Period of net assets when liabilities are excluded.
4 See Section 9.2.2 for information on how the performance fee will be calculated.
5 This figure is an estimate only and does not limit the ability of the Responsible Entity to recover any
expenses it incurs in the proper performance of its duties as responsible entity of the Trust. See Section
9.2.5. This fee is expressed as a percentage per annum (0.26%) on average over the Forecast Period of
gross assets of the Trust and equates to approximately 0.40% per annum on average over the Forecast
Period of net assets when liabilities are excluded.
6 The Responsible Entity intends to defer payment of part of this fee. See Section 9.2.1.
7 The Responsible Entity may charge special request fees. See Section 9.2.4.
54
9.
Fees (cont.)
9.2 Additional explanation of fees and costs
In this section all amounts are stated inclusive of GST less any reduced input tax credits.
9.2.1 Deferral of management fee
The Responsible Entity intends to charge a management fee to the Trust equal to 0.46125% 1 per annum of the
gross assets of the Trust, calculated monthly and payable quarterly in arrears, but has agreed to defer up to
35% of this management fee until 30 June 2013:
- unless, following such deferral, the distributions from the Trust exceed the Financial Forecasts, in which
case it may receive up to the full 0.46125% per annum provided this does not reduce the distributions in
that year to below the forecast distribution per First Instalment;
- to the extent of any such deferral, the Responsible Entity may charge the amount in a subsequent year
provided that during the Forecast Period this does not reduce the distributions in that year to below the
forecast distribution per First Instalment, and after the Forecast Period, this does not reduce the distribution
in that year to below the distribution in the previous year; or
- until such time as the Trust terminates, at which stage it intends to receive the amount deferred and unpaid
from the assets of the Trust.
The management fee payable to the Responsible Entity is outlined below:
2006 2007 2008 2009
Management fee payable ($'000) ($'000) ($'000) ($'000)
Management fee (0.46125% per annum of 140 164 832 826
gross assets of the Trust) (as detailed in the Financial
Forecasts in Section 8.3)
Management fee deferred 0 0 291 289
Management fee paid and not deferred 140 164 541 537
The forecast distributions detailed in Section 8.4 includes the impact of this deferral of fees by the Responsible
Entity. In the event that the Trust outperforms the Financial Forecasts, it is likely that the deferral of
Responsible Entity fees will not occur.
9.2.2 Performance fee
A performance fee is payable to the Responsible Entity from the assets of the Trust within the earlier of the
date 30 days after the date the Responsible Entity receives the proceeds of the sale of the Trust’s Property
Interest, or the date of the final return of capital to Investors (Final Distribution). The performance fee is
calculated as follows:
If the Final Distribution per Unit is greater The performance fee payable to the Responsible
than the Application Price by:
Entity will be:
6%, but less than 18% 1.025% of the Net Sale Proceeds plus, for each additional 3% by
which the Final Distribution per Unit exceeds the Application Price
of the Unit, an additional 0.05125% of the Net Sale Proceeds.
18%, but less than 36% 1.230% of the Net Sale Proceeds plus, for each additional 6% by
which the Final Distribution per Unit exceeds the Application Price
of the Unit, an additional 0.27675% of the Net Sale Proceeds.
36% or more 2.050% of the Net Sale Proceeds.
1 This fee is expressed as a percentage per annum (0.46125%) of gross assets of the Trust and equates to
approximately 0.85% per annum (inclusive of GST less any reduced input tax credits) on average over the
Forecast Period of net assets when liabilities are excluded.
55
By way of a worked example (which is not a forecast, but indicative and for illustrative purposes only), assume
that Investors elect to terminate the Trust on 30 June 2013 and the Net Sale Proceeds of the Trust's Property
Interest is $208,000,000, prior to the deduction of the performance fee (this represents a Property growth rate
of 3.2% per annum). After repayment of the Bank Loan and other liabilities but before deducting the
performance fee, the Final Distribution is $93,600,000. The Final Distribution per Unit before deducting the
performance fee is therefore $1.09, calculated as $93,600,000 divided by the number of Units on issue, being
85,867,000.
As the Final Distribution per Unit is greater than the Application Price by 6%, but less than 18%, then the
performance fee payable to the Responsible Entity is $2,238,600 calculated as:
- 1.025% of the Net Sale Proceeds ($208,000,000), being $2,132,000; plus
- as the Final Distribution per Unit exceeds the Application Price by an additional 3% beyond the 6% initial
threshold, 0.05125% of the Net Sale Proceeds, being $106,600.
These calculations are set out below:
Illustrative example
Performance fee Per $25,000
Total
investment
Net Sale Proceeds before performance fee $208,000,000 $60,559
Final Distribution (after all selling costs and repayment of debt
but before deduction of performance fee) $93,600,000 $27,251
Final Distribution per Unit before deduction of performance fee $1.09 $1.09
Application Price per Unit $1.00 $1.00
Premium (extent to which Final Distribution per Unit exceeds
Application Price per Unit, before deduction of performance fee) 9.00% 9.00%
Base performance fee $2,132,000 $621
1.025% of Net Sales Proceeds if premium is equal to or greater than 6.00%
Additional performance fee $106,600 $31
0.05125% of Net Sales Proceeds for every 3.00%
by which the premium exceeds 6.00%
Total performance fee payable $2,238,600 $652
Final Distribution
(after all selling costs, repayment of debt and deduction of performance fee) $91,361,400 $26,599
56
9.
Fees (cont.)
9.2.3 Interest and Fees on the Final Instalment
Investors have an obligation to pay quarterly Interest
and Fees on the Final Instalment until the Final
Instalment Payment Date as follows:
- interest relating to the Final Instalment to be paid
quarterly to the Security Interest Holder from
Lease Commencement on the first Business Day
following the end of each Quarter from Investor
distributions. The interest rate on the Final
Instalment is fixed at the rate of 6.79% per
annum until 30 June 2013, of which 0.50% per
annum is intended to be prepaid on a present
value basis for the term of the Final Instalment at
Lease Commencement;
- an establishment fee relating to the Final
Instalment to be paid to the Security Interest
Holder from the first distribution payable to
Investors for the Quarter ending 31 December
2005. The establishment fee is 1.00% of the Final
Instalment; and
- a line fee relating to the Final Instalment to be
paid to the Security Interest Holder on the first
Business Day following the first Quarter after
Lease Commencement. The line fee is 0.25% per
annum of the Final Instalment from Final
Allocation to Lease Commencement and will
accrue interest at the rate of 0.25% per annum of
the unpaid line fee from Final Allocation until the
line fee and accrued interest is paid.
All Interest and Fees will be deducted by the Security
Trustee from Investors’ entitlement to receive gross
distributions. The Financial Forecasts in Sections 1,
8.3 and 8.4 are calculated after deducting any Interest
and Fees relating to the Final Instalment.
9.2.4 Special request fees
The Responsible Entity may require an Investor to pay
any cost incurred by the Responsible Entity as a
result of that Investor’s act or omission. For example,
if an Investor requests that the Trust’s Property
Interest be valued at a time not considered necessary
by the Responsible Entity.
9.2.5 Maximum fees under the Constitution
The Constitution provides that the Responsible Entity is
entitled to the following maximum fees (GST exclusive):
- establishment fee of 5% of the value of the Trust’s
Property Interest, calculated by reference to the
valuation included in Section 11, payable on Final
Allocation;
- services arranging fee of $1,250,000, payable on
Final Allocation;
- management fee of 1% per annum of the gross
value of the assets of the Trust, calculated monthly
and payable out of the assets of the Trust at the
end of each Quarter; and
- performance fee as described in Section 9.2.2.
The Constitution also provides that, subject to the
Corporations Act, the Responsible Entity is entitled to
be reimbursed out of the assets of the Trust for any
expense that it incurs in the proper performance of its
duties as responsible entity of the Trust.
The Responsible Entity currently intends to charge the
fees set out in the Section 9.1. The Responsible
Entity reserves the right to change the fees that it
charges on 30 days’ written notice to Investors.
9.2.6 Transaction costs
The Constitution authorises the Responsible Entity to
include transaction costs in the calculation of the
application and redemption prices of Units. The
Responsible Entity does not intend to charge
transaction costs.
9.2.7 MPT fees
The Trust will be charged fees on its investment in
MPT. These will be approximately 0.11% per annum
on average over the Forecast Period of the gross
asset value of the Trust (which equates to
approximately 0.23% per annum on average over the
Forecast Period of net assets when liabilities are
excluded).
STML, as responsible entity of MPT, will be paid a
management fee of 0.15% per annum (exclusive of
GST) of the gross asset value of MPT (which has
been included in the Financial Forecasts) plus 50% of
any additional rent paid by Optus for leasing the
passageways (as described in Section 6.2). These
fees will be paid monthly in arrears from the income
of MPT.
Stockland Property Management Pty Limited has
been contracted by MPT to undertake the services of
property manager for 0.5% of the aggregate of rent
and outgoings payable by Optus plus approximately
$200,000 per annum for building supervision salaries
and services, which are both fully recoverable
outgoings from Optus.
57
9.2.8 Worked examples
Set out below are worked examples of the fees and other costs that you may be charged. These fees and
costs may be deducted from your money, from the returns on your investment or from the assets of the Trust
or MPT.
For an investment of $25,000
Fee or cost Percentage (if applicable) (First Instalment of $10,000)
Trust establishment fee $2,086
Services arranging fee $273
Withdrawal fee 2.5 % NTA + $110 $685 (E) 1
per parcel
Trust management costs 0.46125% per annum of gross $100 per annum (plus $42 per annum deferred
assets of the Trust
on average over the Forecast Period - see
Section 9.2.1) (E)
Performance fee See Section 9.2.2
Trust reimbursable costs 0.26% per annum of gross $39 per annum on average over
and expenses assets of the Trust on average the Forecast Period (E)
over the Forecast Period (E)
Establishment fee for the $150 (see Section 9.2.3)
Final Instalment
Line fee on the Final Instalment $70 (see Section 9.2.3)
Annual interest on the $944 per annum (see Section 9.2.3)
Final Instalment
MPT management costs
$36 per annum on average over the Forecast
Period (see Section 9.2.7)
MPT reimbursable costs 0.04% per annum of gross $9 per annum on average over the Forecast
and expenses assets on average over the Period (E)
Forecast Period (E)
Notes.
1 Calculated using the Net Tangible Assets of the Trust at Lease Commencement ($0.920 per Unit).
(E) indicates an estimate.
9.2.9 Adviser service fees
An upfront commission fee of up to 5% plus GST of the First Instalment of your Application may be paid
directly to your professional financial adviser by Westpac. No adviser service fee is payable following a transfer
of Instalment Receipts.
9.2.10 Differential fees
The Responsible Entity may individually negotiate investor specific fees with wholesale investors, such as
master trusts or wrap platforms. The charging of differential management fees will be subject to compliance
with legal requirements and the conditions of any applicable ASIC relief.
9.2.11 Impact of fees on your investment returns
Investors seeking to assess the impact that fees will have on their investment returns should speak with their
financial adviser or visit www.asic.gov.au, where ASIC offers a free calculator to help investors compare the
fees of different products.
58
10.
Risk Factors
10.1 Introduction
The performance of the Trust and Units will be
influenced by a range of factors, many of which are
outside the control of the Responsible Entity and its
directors. The level of income and capital distributions,
the value of the Property and the tax deferred
component of any distributions may be reduced by
any of these factors.
Applicants should also be aware that an investment in
the Trust represents an investment in the Trust’s
equity and therefore ranks last for payment, after both
secured and unsecured creditors of the Trust have
been paid, in the event the Trust is terminated or
wound up. In this event, Investors will only receive a
return of capital following the repayment of secured
and unsecured creditors. In extreme circumstances,
Investors may lose all of their capital invested. The
Constitution contains provisions designed to limit an
Investor’s liability to the amount which remains
unpaid in relation to the subscription of Units, if any.
The Trust’s borrowings and the Final Instalment will
increase Investors’ exposure to unforeseen events or
risk factors, a summary of which are set out in this
Section 10.
10.2 Risks prior to Lease
Commencement
Construction
During the construction of the Buildings, Investors will
be protected from all development risks (such as
increases in construction costs, delayed or no
completion).
MPT will pay Stockland Development, a related entity
of the Responsible Entity, a fixed price for the
development of the Property, regardless of whether
the costs of construction increase or completion of
the development is delayed. This is detailed in
Section 5.4.
Stockland Development has contracted to construct
84,000 sqm of Building area for Optus. If the area of
the Buildings on completion is:
- equal to or greater than 84,000 sqm in accordance
with the Optus Lease, the rent payable by Optus
will be based on 84,000 sqm (and the price
payable under the Turn-Key Development Deed for
the Buildings remains fixed);
- less than 84,000 sqm but more than 79,800 sqm
(a 5% tolerance level), then Optus will pay rent
based on the actual Building area and Stockland
Development will guarantee MPT the difference
between the actual rent payable by Optus and the
rent based on 84,000 sqm of Building area under
the Optus Lease until such time as at least 84,000
sqm of Building area has been constructed (and
the price payable under the Turn-Key Development
Deed for the Buildings remains fixed). Stockland
Development will also guarantee the capital
amount of the shortfall of net lettable area upon
sale of the Trust’s Property Interest; or
- less than 79,800 sqm, Optus has the right to
terminate the Agreement for Lease, in which case
the Trust will be wound up and Investors will
receive their Application Monies back in full as
described in Sections 7.7.2 and 7.7.3
If the Property is not completed by 1 July 2008 or
such longer period as approved by Investors by
Special Resolution or Optus terminates the
Agreement for Lease, the Trust will be terminated and
Investors will receive their Application Monies back.
Stockland Trust will guarantee to MPT to subscribe for
ordinary units in MPT or lend money to MPT which is
sufficient to enable MPT to repay the Trust's loan,
whilst Stockland Corporation will indemnify the Trust
in respect of any shortfall in the return of the First
Instalment to Investors from terminating the Trust.
Details of these agreements are provided in Sections
7.7.2 and 7.7.3.
Guarantee provider defaulting
As a result of the guarantee and indemnity provided
by Stockland Trust and Stockland Corporation which
are referred to above, during the construction of the
Buildings, Investors are exposed to the risk of
Stockland not being able to honour its obligations
under the relevant guarantees. Stockland is rated
A- stable by Standard & Poor’s (refer to Section 15.10).
"Widely held" test for Units
The Responsible Entity will monitor the Applications
to ensure that the Trust is "widely held" for the
purposes of the Duties Act 1997 (NSW) (Duties Act).
To be "widely held", the Trust must have more than
300 Investors and no one Investor can beneficially
hold more than 19.9% of the Units on issue. A risk
exists that the Underwriters may have to purchase
Instalment Receipts, and therefore acquire a
beneficial interest in Units, if a shortfall exists, where,
upon acquisition, they individually hold more than
19.9% of the Units. Alternatively, there may be less
than 300 Investors. If the Trust is not "widely held",
59
the Trust may be liable for stamp duty when it
acquires its Ordinary Units in MPT upon Lease
Commencement. Accordingly, if the Trust is not
"widely held" by Lease Commencement, then the
Trust will be terminated, and Investors will receive
their Application Monies back in full.
Wholesale unit trust scheme test for MPT
MPT must be a "wholesale unit trust scheme" for the
purposes of the Duties Act from Lease
Commencement. This means that MPT must have at
least three unitholders, 80% of which are "qualifying
investors" for the purposes of the Duties Act.
Stockland Trust and the Trust will be "qualifying
investors", who in aggregate, intend to hold at least
80% of the ordinary units in MPT from Lease
Commencement.
Stockland Trust is negotiating with a Wholesale
Investor to acquire up to 20% of the ordinary units in
MPT. If these negotiations are not concluded by the
date of Final Allocation, Stockland Trust intends to
acquire 51% of the ordinary units in MPT and sell up
to 20% of the ordinary units on issue to a Wholesale
Investor by Lease Commencement. If Stockland Trust
cannot sell at least 1% of the ordinary units on issue
in MPT by Lease Commencement, the Trust will be
terminated, and Investors will receive their Application
Monies back in full.
10.3 Risks following Lease
Commencement
Single asset and single source income risk
After Lease Commencement, the Trust's primary
asset will be an indirect 49% interest in six campusstyle
office buildings in Macquarie Park. Accordingly,
the Trust is exposed to movements in the Macquarie
Park property market, particularly upon sale of the
Trust's Property Interest following a resolution by
Investors to terminate the Trust, and therefore may be
considered more risky than a diversified property
trust. The key terms of the Optus Lease, being fixed
rental income (except upon the sixth anniversary of
the Optus Lease where there is a market review of
the rent with a maximum rental increase of 6% and a
maximum rental decease of 3% from the previous
year's rent) and staggered initial lease terms of 14, 15
and 16 years, partially mitigate property market risk
for the term of the Optus Lease. Section 6.2 contains
further details on the Optus Lease and Section 11
contains further details on the Macquarie Park
property market.
Abatement of rent
Optus has the right to abate rent in circumstances
that were not caused by Optus to the extent that the
Property is damaged in whole or in part and the
Property becomes substantially unfit for occupation
and use by Optus or is substantially inaccessible.
Insurance may not cover all of these events.
Financial strength of the tenant and the Guarantor
of the Optus Lease
From Lease Commencement, Optus will be the sole
tenant of the Property. As the Trust derives the
majority of its income from its 49% interest in MPT
(which owns the Property), the distributions made to
Investors after Lease Commencement will be highly
dependent on the ability of Optus to continue to pay
rent. If Optus is unable to meet these rental
obligations, the guarantee provided by SingTel Optus
Pty Limited, an entity rated A+ stable by Standard &
Poor’s (refer to Section 15.10), will be called upon. If
the Guarantor of the Optus Lease fails to maintain a
Standard & Poor’s credit rating of not less than BBB+,
then the Guarantor of the Optus Lease must provide
MPT with an irrevocable and unconditional bank
guarantee (without an expiry date) for an amount
equal to one year’s rent, outgoings and cleaning
charges. If Optus fails to make rental payments and
should SingTel Optus Pty Limited be unable to meet
these obligations either personally or through the use
of the bank guarantee, distributions to Investors will
be disrupted.
Optus may assign the lease to a company that is a
related entity of Optus or the Guarantor of the Optus
Lease. However, SingTel Optus Pty Limited remains
the Guarantor of the Optus Lease.
Capital expenditure requirements and unforeseen
Property expenses
The Financial Forecasts include an allowance for the
Trust’s 49% share of the capital expenditure funding
requirements of the Property over the Forecast Period.
A Capital Expenditure Facility of $3.0 million (and an
Overdraft Facility of $1.0 million) has been obtained
from the Financier to meet this forecast funding
requirement to 30 June 2009 and any further capital
expenditure incurred from 1 July 2009 to 30 June 2013.
There is a risk that unforeseen additional capital
expenditure requirements may require additional
funding beyond the amount available under the
aggregate of the Capital Expenditure Facility and
Overdraft Facility. If the Trust cannot raise funds from
an alternative source, the amount of distributions
from the Trust to Investors may reduce.
60
10.
Risk Factors
(cont.)
To the extent that unforeseen additional funding
requires an additional capital contribution by the
unitholders of MPT, and one of those unitholders is
unable or unwilling to contribute such capital, then
that unitholder may be required to offer their interest
in MPT for sale under the default provisions of the
proposed MPT Investors’ Deed, with a first right to
purchase held by the non-defaulting unitholders.
The Responsible Entity is not aware of any expenses
that may need to be incurred in respect of the Trust’s
Property Interest over the Forecast Period that have
not already been assumed in the Financial Forecasts.
A sensitivity analysis showing the impact of increases
in capital expenditure requirements is provided in
Section 8.10.
The risk of large amounts of unforeseen capital
expenditure arising following Lease Commencement
is mitigated by the fact that the Property will be
newly built and building warranties will be available for
at least 12 months.
Bank Loan availability
Formal documentation relating to the Bank Loan is yet
to be finalised. Based on the letter of offer provided
by the Financier and accepted by the Responsible
Entity, the Bank Loan will have a number of
conditions precedent to drawing down the loan.
These include the provision of a certificate of practical
completion for the Buildings, documentation to the
reasonable satisfaction of the Financier and
completion of another independent valuation of the
Property on Lease Commencement. A risk exists
that documentation may not be signed or be different
from that disclosed in this PDS, any one of the
conditions precedent may not be satisfied or the
value of the Property drops to less than $324.25
million (a decrease of 7.65%), in which case the
Responsible Entity may have to renegotiate the Bank
Loan or wind up the Trust. Investors may receive less
than their Application Monies.
Bank Loan default
The Bank Loan will contain a number of financial
covenants with which the Trust will need to comply
during the term of the Bank Loan. These include an
interest cover ratio (earnings before interest,
depreciation and tax divided by the amount of interest
payable to the Financier) of 120% and a loan-tovaluation
ratio (principal amount of the Bank Loan
divided by the valuation of the Property) of 70%. If
any of these covenants are breached (for example,
the value of the Property decreases), the Financier
will be entitled to enforce its security if the breach is
not rectified and sell the Trust’s Property Interest
resulting in the Trust being wound up. Investors may
receive more or less than their Application Monies.
Interest rates
The following interest rate risks are associated with
the Offer, and have been considered in the sensitivity
analysis in Section 8.10:
- the Responsible Entity has entered into an
interest rate swap agreement to fix the rate of
interest on the Term Loan Facility for its term. This
agreement provides for flexibility around the date
of Lease Commencement and therefore the
timing relating to the drawdown of the second
tranche of the Term Loan Facility. Accordingly,
there is no exposure to any changes in interest
rates (either the underlying rate or the margin)
during the period of the Term Loan Facility
assuming the facility is not in default and that a
review event does not occur;
- notwithstanding that the Term Loan Facility
interest rate is effectively fixed, changes in
interest rates may affect the attractiveness of the
Trust to Investors when compared to other
investment assets. A decline in interest rates is
likely to have little benefit on the borrowing
expenses of the Trust, other than due to the
variable rate attributable to the Capital Expenditure
Facility (refer below); and
- the Capital Expenditure Facility is subject to a
variable rate of interest (comprising a variable
underlying rate and a fixed margin) for the term of
the facility. The Financial Forecasts assume an
average interest rate of 6.20% per annum as it
relates to this facility, and that the facility will be
progressively drawn over the Forecast Period
(refer to Section 8.8).
Refinancing
The term of the Bank Loan ends on 30 June 2013
(coinciding with the initial term of the Trust); however
the Financier may terminate the Bank Loan earlier
than 30 June 2013 if a facility is in default or if there is
a Change of Control. If the Financier terminates the
Bank Loan, or Investors resolve to extend the term of
the Trust (see Section 3.4), the Trust may be required
to refinance the Bank Loan and there is no guarantee
that new facilities may be obtained at competitive or
comparable interest rates, if at all. If the Bank Loan
cannot be entirely refinanced on termination or expiry,
61
the Responsible Entity may be required to raise
additional equity to reduce the level of the new loan
facilities held by the Trust. This may impact the returns
achieved by Investors and the amount of Trust
distributions.
Westpac will provide the Bank Loan to the Trust. In
the event that there is a Change of Control of the
Trust or a change in the Responsible Entity, then the
facilities provided by Westpac may be terminated. It
is market practice and a matter of prudent credit
standards that the provider of the Bank Loan has the
option to terminate it where there is a Change of
Control of the Trust.
The other key default events under the Bank Loan
include:
- termination or winding up of the Trust;
- a capital distribution or reduction of capital made
from the Trust’s assets without the consent of the
Financier; and
- a default under any other material contract relating
to the Offer.
Property vacancy
The Financial Forecasts assume that Optus will
remain the tenant of the Property until lease expiry.
There are three leases of 14, 15 and 16 years
respectively. Each lease is for two of the six
Buildings. Optus can elect to vacate the Property
prior to the expiry of the leases without fully
compensating MPT under the following
circumstances:
- Partial termination - Optus has the right to
surrender Building A (including 356 undercover
and 18 uncovered car spaces) after providing not
less than 18 months' prior written notice. In the
event that this option is exercised, the lease
applicable to Buildings A and B will be varied to
apply only to Building B with appropriate
adjustments in rent and outgoings made in
proportion to the surveyed areas of Buildings A
and B. Optus will hand back the exclusive
common area and pay for works associated with
separating the two Buildings and make good
Building A; and
- Default by the lessor - Termination following a
default by MPT under the Optus Lease.
In the event of termination or partial termination, the
vacant space may:
- not be re-let;
- be re-let on less favourable terms to MPT and/or
require the payment of an incentive to the
incoming tenant;
- be let to a number of tenants which requires more
area to be used as common area where no rent is
payable; or
- be let to a tenant with a lower financial standing
than Optus.
Any of these scenarios will detrimentally affect
distributions to Investors.
Insurance
The Responsible Entity will endeavour to maintain, or
cause MPT to maintain, adequate insurance for the
Property. However, the availability of appropriate
insurance cannot be known with certainty.
There are a number of exclusions to many insurance
policies which are typical for commercial properties
including war, nuclear/biological perils, care custody
and control, and contamination/remediation.
In the event of damage to the Property as a result of
one of the above exclusions, under the Optus Lease,
MPT (of which the Trust will own 49%) will be liable
for the rectification and replacement of the assets.
Any such costs may have an impact on the
distributions and returns to Investors.
At and from Lease Commencement, MPT will
endeavour to insure the Property, however the
availability of appropriate insurance cannot be known
with certainty. Insurance costs will be borne by Optus
under the Optus Lease.
Environmental factors
The Property is currently being developed, which
involves the demolition of existing buildings on the
Property, excavation of certain areas of the Property
for the basement car parking, and the construction of
the Buildings. Stockland Development, as developer
of the Property, is responsible for the environmental
risk until the date of Lease Commencement.
After Lease Commencement, MPT is responsible for
the environmental risk on the Property, unless it was
caused by Optus. The Trust will own 49% of the
Ordinary Units in MPT after Lease Commencement.
62
10.
Risk Factors
(cont.)
Given the Property is being excavated in certain areas
for the basement car parking during the construction
of the Buildings, the risk of identifying contamination
is low.
MPT Investors' Deed
The Trust intends to be a party to the proposed MPT
Investors' Deed which will govern the relationship
between the three unitholders of MPT. There are a
number of provisions in the proposed MPT Investors'
Deed that provide for a defaulting party to offer its
ordinary units in MPT for sale to the other two nondefaulting
parties (refer to Section 15.3). One of the
three unitholders may be in default because, for
example, they have not subscribed for their proportion
of additional ordinary units in MPT (the Trust's
proportion is 49%). The unitholders may have to
subscribe for additional ordinary units or MPT may
borrow funds to meet capital expenditure for the
Property. MPT intends to obtain a $10 million standby
bank facility to meet such obligations where any
unitholder defaults on its obligation to subscribe for
further ordinary units in MPT for capital expenditure
requirements. If MPT borrows money under this
facility, MPT will be liable to pay interest on these
borrowings which may adversely affect the returns to
Investors.
The Trust may be exposed to legal action if there is a
dispute between the parties or the Trust may breach
the proposed MPT Investors' Deed and be in default,
in which case it may have to offer its Ordinary Units in
MPT for sale to the other non-defaulting parties as
described in Section 3.5. In these circumstances, the
Trust will be wound up. There is a risk that a
defaulting unitholder in MPT may not be able to sell
its ordinary units in MPT, and ultimately may not be
able to fulfil its obligations under the proposed MPT
Investors' Deed.
10.4 Risks relating to Instalment
Receipts
Ability of superannuation funds to invest
The report in Section 14 prepared by Mallesons
Stephen Jaques states that the arrangement
described in the Offer is not a prohibited “borrowing”,
but there is a risk that APRA or the ATO may take a
different view. In published material APRA has
acknowledged the distinction between a loan and an
instalment purchase arrangement where recourse of
the seller on default by the purchaser is limited to the
proceeds of sale of the asset. Under the
arrangement described in the Offer, the Security
Interest Holder is entitled, in given circumstances, to
recover unpaid money plus interest, fees, expenses
and taxes if the Investor does not pay the Final
Instalment. Neither APRA nor the ATO has publicly
commented on this concept and there is a risk that
they may take a contrary view.
High effective gearing
Investors will have an effective Gearing Ratio of 90%
on Final Allocation when the Final Instalment is
aggregated with the Bank Loan. The level of effective
gearing may change depending on the drawn balance
of the Bank Loan, the Final Instalment and the
carrying value of the Trust’s gross assets. While the
interest rate on the Final Instalment is fixed, the
effect of the additional gearing cannot only enhance
returns, but can also result in any losses being
magnified to a level where the Investor can
experience a loss of some or all of their Application
Monies and still remain liable to pay Interest and Fees
and the Final Instalment, together with default
interest and other costs.
Early payment of Final Instalment
Under the terms of the Security Trust Deed, there are
a number of events that may lead to the early
payment of the Final Instalment. These events are set
out in Section 4.4.
Should any of these events occur and the Final
Instalment is not refinanced, the Final Instalment may
be required to be paid before 30 June 2013. Investors
would be given notice of the payment becoming due.
Final Instalment interest rates
An investment in the Trust contains gearing in the
form of the Final Instalment. The Final Instalment has
interest charged at a fixed rate of 6.79% per annum
for the period to 30 June 2013. This means Investors
interest exposure is limited to:
- the risk that this fixed rate becomes an
unattractive interest rate due to market rates
falling below this level. Investors will not be able
to refinance the Final Instalment; and
- the early payment of the Final Instalment (see
Section 4.4) potentially giving rise to break costs
or benefits (in addition to the Final Instalment) that
are unquantifiable in advance.
63
Liability of Investors if Investors default
If an Investor does not pay the Final Instalment when
due then the Security Interest Holder can exercise its
right to sell the Units in which the Investor has a
beneficial interest. If the proceeds from the sale of
Units, less any sales expenses, are insufficient to
repay the Investor’s obligations to the Security
Interest Holder then the Investor will remain liable for
the outstanding balance.
10.5 General risks
Taxation
A deduction for Interest and Fee payments made by
Investors on the Final Instalment is likely to be
available where the purpose of the Investor in
investing in Instalment Receipts, and subsequently
Units, is for the derivation of future assessable
income (other than capital gains) in excess of the
amount of these deductions. In determining whether
a deduction is available for Interest and Fee
payments, Investors will need to have regard to the
purpose of their investment, their source of funding
for the First Instalment and the period they intend to
hold the investment. The Commissioner of Taxation
may seek to deny some part, or all, of the interest on
the Instalment Receipt if the requisite purpose cannot
be established.
If an Investor decides to sell its investment in the
Trust before the taxable distributions exceed the
Interest and Fees deductions, this might raise
questions as to whether the Units were acquired for
the purpose of producing assessable income,
depending on the Investor’s particular circumstances.
The Commissioner of Taxation may seek to deny
some part, or all, of the Interest and Fees on the Final
Instalment if the requisite purpose cannot be
established.
On 16 April 2003, the Treasurer announced in Press
Release No. 19 that legislation would be introduced to
amend the Income Tax Assessment Act 1997 to
ensure that part of the expense on a capital protected
product is attributable to the cost of the capital
protection feature resulting in part of the interest
expense not being deductible. The legislation is yet to
be introduced and a capital protected product is yet to
be defined. However, the indication from the
Treasurer’s Press Release was that limited recourse
loans for the purchase of shares and/or units would
be within the scope of the provisions.
Applicants should refer to Sections 4.7 and 13 and
seek independent advice from a taxation adviser in
light of their individual circumstances.
Financial Forecast assumptions
Although the Responsible Entity has endeavoured to
ensure that the assumptions made in the Financial
Forecasts are reasonably based, there are a number
of factors which may affect the achievement of those
forecasts. Investors should carefully review the
assumptions and Financial Forecasts and make their
own assessment on the future performance of the
Trust.
Changes in laws and government policy
Government legislation, including changes to the
taxation system, as it affects Trust distributions and
property investments may affect future earnings and
the relative attractiveness of investing in the Trust.
Changes in government policy (such as taxation)
and/or statutory changes (such as tenancy laws) may
affect the Trust or the Property and the attractiveness
of an investment in the Trust.
Economic conditions
Demand for properties of this type from both property
occupiers and investors will be important in
determining the level, if any, of income and capital
growth of the Trust’s Property Interest. Changes in the
economy and market conditions may affect such
demand and therefore property values, including the
value of the Property.
Liquidity
Other than the Limited Liquidity Facility provided by
Westpac, there is no formal secondary market or
redemption facility for the buying and selling of
Instalment Receipts. Investors will be required to hold
their Instalment Receipts until the Trust is wound up
or another exit mechanism is effected, unless
Investors are able to find their own buyer and
negotiate a sale price for their Instalment Receipts or
participate in the Limited Liquidity Facility. The
Limited Liquidity Facility may be terminated at any
time without notice to Investors under certain
circumstances. Section 3.7 has more details on the
Limited Liquidity Facility.
64
11.
Valuation Report
66
11.
Valuation Report (cont.)
68
12. Financial Services Guide and
Independent Accountant's Report
70
12. Financial Services Guide and
Independent Accountant's Report (cont.)
72
12. Financial Services Guide and
Independent Accountant's Report (cont.)
13.
Taxation Report
73
74
13.
Taxation Report (cont.)
76
13.
Taxation Report (cont.)
78
13.
Taxation Report (cont.)
14. Legal Report for
Superannuation Investors 79
80
14. Legal Report for
Superannuation Investors (cont.)
15.
Additional
Information
81
15.1 Constitution of the Trust
Constitutional framework
The Trust is a registered managed investment
scheme. The responsible entity of the Trust is
Stockland Funds Management Limited. The main
rules governing the operation of the Trust are set out
in the Constitution.
The Constitution is supplemented by the Corporations
Act, the modifications and exemptions made by ASIC,
and the general law of trusts.
The Responsible Entity must comply with all of the
obligations imposed by the Constitution and the
general law in administering the Trust. The Trust has a
Compliance Plan that sets out the measures that the
Responsible Entity will apply in operating the Trust to
ensure that it complies with these obligations.
A copy of the Constitution is available for inspection
at the Responsible Entity’s registered office during
business hours.
Summary of the Constitution
The main provisions of the Constitution that deal with
the rights and obligations of unitholders are:
- distributions: subject to the terms of issue of
particular units, unitholders are entitled to be paid
distributions from the Trust's income proportionate
to their unitholding. The Responsible Entity will
pay distributions within two months of the end of
the relevant period. It is expected that
distributions will be calculated quarterly;
- Units: a fully paid Unit confers an equal undivided
interest in the beneficial interest of the Trust. A
partly paid Unit confers an interest of the same
nature less the amount remaining to be paid up on
the Unit;
- meetings: the rights of unitholders to requisition,
attend and vote at meetings are mostly prescribed
by the Corporations Act. The Constitution provides
that the quorum for a meeting is normally two or
more unitholders holding at least 10% of all Units;
- transfer: unitholders may transfer Units in any
form approved by the Responsible Entity;
- no redemption: unitholders do not have a right to
redeem Units while the Trust is illiquid. The Trust
is illiquid if less than 80% of its assets are cash
and marketable securities. It is expected that the
Trust will be illiquid. If the Trust becomes liquid,
unitholders have a right to redeem Units on 60
days' written notice;
- winding up: the net proceeds of the Trust will be
distributed to unitholders proportionate to their
unitholdings; and
- liability: a unitholder is liable for expenses that the
Responsible Entity incurs as a result of their
individual act or omission. The liability of each
unitholder is otherwise limited under the
Constitution to any amount that remains unpaid in
relation to their Units, although higher courts are
yet to determine the effectiveness of provisions of
this kind.
The Constitution also deals with the powers, duties
and liability of the Responsible Entity:
- powers: the Responsible Entity has the power to
borrow, invest and generally manage the Trust.
The Responsible Entity also has the power to
issue Units and options over Units on such terms
as it determines, although the Constitution
contains specific provisions concerning the pricing
of Units;
- duties: the Responsible Entity's duties are mostly
prescribed by the Corporations Act. These include
the duty to act honestly and in the best interests
of unitholders and to exercise the degree of care
and skill that a reasonable person would exercise
if they were in the Responsible Entity's position;
- fees: the Responsible Entity is entitled to be paid
fees from the Trust. These fees are disclosed in
Section 9. The Responsible Entity may accept
lower fees than it is entitled to receive under the
Constitution, or may defer payment for any period;
- expenses: subject to the Corporations Act, the
Responsible Entity is entitled to be reimbursed
out of the assets of the Trust for all expenses
incurred in relation to the proper performance of
its duties. Such expenses include, but are not
limited to: expenses connected with the
acquisition, disposal, insurance or custody of the
Trust's assets; expenses connected with
borrowing arrangements on behalf of the Trust;
and fees paid to agents, advisers, contractors and
valuers, irrespective of whether they are
associates of the Responsible Entity. The
Responsible Entity is also entitled to be
reimbursed for any GST paid in relation to such
expenses;
82
15.
Additional
Information (cont.)
- restructure: the Responsible Entity has the power
to do all things necessary to give effect to a
restructure proposal, including compulsorily
acquiring or transferring Units for consideration
including securities, if the restructure proposal has
been approved by a Special Resolution of
unitholders;
- miscellaneous: the Responsible Entity is entitled
to: act upon advice given by professionals; value
the assets of the Trust at any time; hold Units in
any capacity; deal with itself or have an interest in
a contract or transaction; and retire as responsible
entity; and
- liability: the Responsible Entity is not liable in
contract, tort or otherwise for any loss suffered by
unitholders except as imposed by the
Corporations Act. The Responsible Entity is
entitled to be indemnified out of the Trust's assets
for any liability it incurs in properly performing its
duties or exercising any of its powers in relation to
the Trust.
The Constitution provides that the Trust will terminate
on the earliest of: the date specified as the
termination date by the Responsible Entity in a notice
to unitholders; the date proposed by the Responsible
Entity and approved by a Special Resolution of
unitholders; or the date on which the Trust terminates
according to the Constitution or by law.
The Responsible Entity must convene a meeting of
unitholders prior to the eighth anniversary of the date
of commencement of the Trust to consider a
resolution to terminate the Trust.
Subject to the Corporations Act, the Constitution may
be amended by the Responsible Entity or a resolution
of unitholders.
15.2 Constitution of MPT
MPT is not yet a registered managed investment
scheme, but it is intended to be registered prior to
Lease Commencement. The responsible entity of
MPT is Stockland Trust Management Limited. The
main rules governing the operation of MPT are set out
in its constitution.
The main provisions of the constitution for MPT are
essentially the same as the main provisions of the
constitution for the Trust (described in Section 15.1),
except in relation to:
- fees of MPT which are disclosed in Section 9.2.7;
- termination of MPT as:
- a termination date proposed by the responsible
entity of MPT does not need to be approved
by a special resolution of unitholders of MPT;
and
- there is no provision requiring a meeting after
a period to permit the unitholders in MPT to
vote on the winding up of MPT;
- the quorum at MPT unitholder meetings, which is
two members holding 25% of the Ordinary Units
in MPT; and
- borrowing, as after Lease Commencement, the
responsible entity of MPT can only borrow money
or charge or encumber assets for the purpose of:
- paying any tax payable on or in relation to the
Property or Optus Lease;
- paying the acquisition price on the part of the
Property known as Paul Street North (refer to
Section 5.6); or
- for such other purpose as it may consider
necessary or desirable provided that the
aggregate of these additional borrowings does
not exceed $10 million.
15.3 MPT Investors’ Deed
On Lease Commencement, Stockland Trust intends to
reduce its interest in MPT to a minimum of 31% by
facilitating the issue of ordinary units in MPT to the
Trust (49%) and a Wholesale Investor (20%).
Stockland is currently negotiating with a Wholesale
Investor on price and terms similar to that offered to
the Trust. Any proposed acquisition of ordinary units in
MPT by Wholesale Investor(s) prior to Lease
Commencement will be made at price and terms
similar to that provided to the Trust.
The proposed MPT Investors’ Deed sets out the
obligations of Stockland Trust, the Wholesale Investor
and the Trust in respect of their investment in MPT.
Under the proposed MPT Investors’ Deed, the parties
intend to agree as follows:
- Stockland Trust will subscribe for 15,640,705
ordinary units in MPT and additional units to fund
its share of the establishment costs of MPT and
the costs of acquiring the Property at $1.00 per
ordinary unit;
83
- the Wholesale Investor and the Trust will subscribe
for 10,090,777 and 24,722,404 Series A and
Series B MPT Notes respectively and additional
MPT Notes to acquire their share of the
establishment costs of MPT and the costs of
acquiring the Property, all at $1.00 per note on
Final Allocation;
- until Lease Commencement, the Series A MPT
Notes will require interest be paid on their face
value at the rate of 5.75% per annum. The Series
B MPT Notes will require interest be paid on their
face value at the rate of 8.23% per annum. The
Series A and Series B MPT Notes will be
unsecured;
- on Lease Commencement and provided that the
conditions precedent are satisfied, the Wholesale
Investor and the Trust will subscribe for such
number of ordinary units in MPT as the number of
MPT Notes they hold, with the consideration to be
given by way of promissory note;
- MPT will deliver to the Wholesale Investor and the
Trust the promissory notes received as
consideration for the ordinary units in MPT for
which they subscribe on Lease Commencement,
in satisfaction of the principal amount on all of the
MPT Notes, and the MPT Notes will thereby be
extinguished;
- on Lease Commencement provided the conditions
precedent are satisfied, Stockland Trust, the
Wholesale Investor and the Trust will subscribe for
300,653,914 additional ordinary units in MPT so
that they each hold the following proportions of
ordinary units in MPT:
Stockland Trust 31%
Wholesale Investor 20%
Trust 49%
- if Lease Commencement does not occur before 1
July 2008 (which date may be accelerated by
Stockland Development advising MPT that Lease
Commencement cannot be achieved by 1 July
2008 or delayed by unanimous approval of MPT
unitholders) or if the conditions precedent to
Lease Commencement are not satisfied, MPT will
repay the principal amount on all of the MPT
Notes and the holders of the MPT Notes will not
be required to subscribe for ordinary units in MPT.
In this instance, Stockland Trust has agreed to
guarantee to MPT payment of such an amount of
money (either through subscription for ordinary
units in MPT or by a loan) as is required by it to
enable it to repay the principal amount on all of
the MPT Notes;
- pre-emptive rights exist between the unitholders
in MPT in the event that a unitholder in MPT
wishes to sell or defaults under the deed, which
are described in Section 3.5;
- a special committee, comprising a representative
of each unitholder in MPT, will be formed to,
amongst other things:
- review, consider, decide and give directions to
MPT on all proposals and recommendations
from MPT which relate to the acquisition,
disposal, management or development of assets
of the Trust, and strategic matters affecting the
Property and any other assets of MPT;
- monitor the leasing program and capital
expenditure program;
- review breaches by the Property manager of
the terms of its agreement with MPT and to
review any decision to terminate the Property
manager; and
- review, consider, decide and give directions to
the responsible entity of MPT in relation to any
decision concerning the Optus Lease which is
likely to have a material effect on the value of
the Property of greater than $1,000,000.
- Whilst there are three unitholders in MPT, a
resolution of the special committee will be passed
by a majority vote on a show of hands. A poll
cannot be demanded. If there are more than
three unitholders, then a resolution of the special
committee will be passed by a majority vote on a
poll; and
- the Unitholders will not exercise any rights under
the law or the constitution of MPT nor take any
action to, amongst other things:
- sell the Property;
- terminate the Optus Lease; or
- bring about the termination or the winding up
of MPT,
unless consistent with the rights under the
Agreement for Lease and unanimously approved in
writing by the unitholders of MPT.
84
15.
Additional
Information (cont.)
15.4 Underwriting Agreement
SMFL has entered into the Underwriting Agreement
with Westpac and STML as responsible entity of
Stockland Trust as Underwriters of the Offer. Under
the terms of the Underwriting Agreement, the
Underwriters guarantee to SFML that they will
subscribe for any of the 85,867,000 Units that are not
applied for by Investors. The obligations of the
Underwriters are several in that:
- Westpac has agreed to underwrite 85% of the
Units the subject of the Offer; and
- STML as responsible entity of Stockland Trust has
agreed to underwrite the remaining 15% of the
Units the subject of the Offer.
SFML must pay a fee to the Underwriters which
SFML will pay from the establishment fee payable to
SFML by the Trust on Final Allocation (refer to Section
9.1).
SFML must accept all valid Applications provided that
the acceptance of the Applications does not cause
SFML to breach the Constitution.
An Underwriter may terminate its obligations under
the Underwriting Agreement if any of the following
events occur:
- an insolvency event occurs in respect of SFML or
the Trust;
- a condition precedent to the underwriting is not
satisfied, including completion of due diligence
procedures, execution of transaction documents
or debt drawdown;
- the PDS content is or becomes misleading or
deceptive, there is an omission from the PDS,
certain persons withdraw their consent to be
named in the PDS, or ASIC takes regulatory action
in relation to the PDS;
- a PDS in-use notice is not lodged with ASIC by the
required time;
- without the prior consent of the Underwriters, with
such consent not to be unreasonably withheld, the
agreed timetable for the Offer is delayed by more
than five Business Days, the capital structure of
SFML or the Trust is altered, or the constitution of
SFML or the Trust is amended; or
- there is a material adverse change in the financial
position of SFML or the Trust, or a new law or
policy results in, or could reasonably be expected
to result in, a material adverse change to the
Offer, the PDS or the income tax position of the
Trust.
An Underwriter may terminate its obligations under
the Underwriting Agreement if any of the following
events occur and the Underwriter forms the
reasonable opinion that the event will have a material
adverse effect on the success of the Offer:
- SFML fails to perform its obligations under a
transaction document (as defined in the
agreement), or comply with a clause of its
constitution or the Trust's constitution, the law or
ASIC policy, or an event of default occurs under a
finance document (as defined in the agreement);
- SFML makes a false or misleading statement, or
there is any material omission from, the PDS or
SFML otherwise comes under an obligation to
issue a supplementary or replacement PDS;
- SFML charges or agrees to charge the whole or a
substantial part of the assets of SFML or the Trust
other than as disclosed in the PDS;
- the 90-day dealer's bill rate reaches a level which
is 100 basis points more than the rate at the close
of trading on the Business Day immediately
before the date of execution of the Underwriting
Agreement;
- there is an outbreak or major escalation of
hostilities, anti-government terrorist activities or a
national emergency declared in Australia, the
United Kingdom, the United States of America or
certain other countries;
- there is a general moratorium or material
disruption in commercial banking or security
settlement or clearance services in Australia, the
United States of America or the United Kingdom,
or trading in all securities quoted or listed on the
Australian Stock Exchange, the London Stock
Exchange or the New York Stock Exchange is
suspended or limited such that it becomes, in the
reasonable opinion of the Underwriter,
impracticable to market the Offer or to enforce
contracts to issue and allot or sell the
underwritten Units;
85
- a representation, warranty or statement by SFML to the Underwriters is or becomes materially untrue or
misleading, or there is a material omission from any information, announcement, advertisement or publicity
in relation to the PDS or the Offer; or
- the forecasts in the PDS are or become incapable of being met or, in the reasonable opinion of the
Underwriter, are unlikely to be met in the forecast time.
If an Underwriter terminates its obligations, the Offer will not proceed and Application Monies will be returned
to Applicants as soon as practicable.
15.5 Other details of the Trust
Information available to Investors
The Responsible Entity will endeavour to provide Investors with the following information:
Type of information
Newsletter on the performance of the Trust
Distribution statement
Annual financial report of the Trust
Annual taxation statement
When and how available
Every six months, mailed with the distribution
statements for the half years ending 30 June and
31 December (also available on the internet at
www.stockland.com.au/unlistedpropertyfunds)
Quarterly, mailed within two months of 31 March,
30 June, 30 September and 31 December each year
30 September each year by mail (also available on the
internet at www.stockland.com.au/unlistedpropertyfunds)
By 30 September each year by mail
The Trust is likely to be a "disclosing entity", and will be subject to regular reporting and disclosure obligations
under the Corporations Act. Copies of documents that are lodged with ASIC to meet these requirements may
be obtained from, or inspected at, an ASIC office. If requested, the Responsible Entity must provide Investors
with a copy of any annual or half yearly reports lodged with ASIC. The Responsible Entity does not expect that
any such reports or notices will be lodged during the time the Offer is open.
Compliance Committee
The Responsible Entity has established a Compliance Committee and the members are detailed in Section 7.3.
The functions of the Compliance Committee include monitoring compliance with the Compliance Plan,
reporting breaches of the Corporations Act or certain provisions of the Constitution to the Responsible Entity or
ASIC, and reviewing and reporting on the adequacy of the Compliance Plan from time to time.
Auditor
The Responsible Entity has appointed KPMG as the auditor of the Trust and of the Compliance Plan. The audit
partner of KPMG appointed as the audit partner of the Trust is different to the audit partner of KPMG appointed
as the Compliance Plan auditor.
Custodian
Trust Company of Australia Limited has been appointed as custodian of the Trust and MPT.
Registrar
Computershare Investor Services Pty Limited has been appointed as the registrar of the Trust.
86
15.
Additional
Information (cont.)
Compliments and complaints
If Investors are satisfied with the services of the
Responsible Entity or have a complaint, they may
write to Stockland Funds Management Limited at the
address shown on the inside back cover of this PDS.
Investors’ complaints will be acknowledged within 14
days of receipt, and investigated with a view to
reporting back to the Investor within 45 days. The
Responsible Entity will attempt to resolve all
complaints within 21 days. The Constitution provides a
framework governing how complaints must be dealt
with. Where a complaint remains unresolved, the
Investor may be entitled to take their complaint to the
Responsible Entity’s external complaints scheme,
Financial Industry Complaints Service (FICS). FICS is
an independent external complaint handling body
approved for this purpose by ASIC. Where an Investor
has referred a complaint to FICS, the complaints
officer shall comply with the procedures set out in the
terms of reference of FICS. Once referred and once
relevant time periods to settle the complaint have
expired, FICS will work with the Investor and the
Responsible Entity to seek a mutually acceptable
resolution of the complaint. To contact FICS, Investors
should telephone 1300 780 808 or write to PO Box
579, Collins Street West, Melbourne VIC 8007.
15.6 Additional information in relation to
the Offer
Process of allocation of Units
Pending the allocation of Units, Application Monies
will be held in an account that complies with section
1017E of the Corporations Act. Units will be allocated
at the discretion of the Responsible Entity. Final
Allocation is anticipated to occur on 27 September
2005 following the close of the Offer. Units may be
allocated progressively during the Offer period so as
to ensure that allocation of Units is no later than one
month from receiving the Application Monies.
Applications will be batched and allocated in a manner
that satisfies any requirement for stamp duty
purposes for a spread of public Investors. If it is not
possible to allocate a Unit within one month from the
date of receipt of the Application Monies, the Units
will be batched and allocated as soon as practicable
after the end of the one month period to ensure that
any requirement for a sufficient spread of Investors is
satisfied.
Foreign persons
An Applicant will need to confirm on the Application
Form whether or not they are a "foreign person", the
meaning of which is set out in the Foreign Acquisitions
and Takeovers Act 1975 (Cth). If the Applicant is a
foreign person, it may mean their Application will be
rejected. This will depend on the total number of
Applications by foreign persons which in total must be
below 40% of the Units, or for an individual, less than
15% of the Units issued by the Trust.
Privacy
Current privacy legislation provides individuals with
increased levels of protection relating to the collection
and use of their personal information.
By signing the Application Form, each Applicant
agrees to the following:
- the Responsible Entity and third parties such as
investment advisers and brokers (Parties) may
exchange with each other any information about
the Applicant including:
- any information provided by the Applicant in
the Application Form (including your TFN);
- any other personal information provided by the
Applicant to any of the Parties or which they
otherwise lawfully obtain about the Applicant;
and
- any transaction details or transaction history
arising out of the Applicant's arrangements
with any of the Parties;
- if the Responsible Entity engages anyone (Service
Provider) to do something on its behalf (for
example, a mail house or data processor), then
the Applicant agrees that the Responsible Entity
and the Service Provider may exchange with each
other any information referred to above;
- the Responsible Entity might give any information
referred to above to entities other than the Parties
and the Service Providers where it is required or
allowed by law or where the Applicant has
otherwise consented;
87
- any information referred to above can be used by
the Parties and any Service Provider for
establishing or updating that Applicant's
investment in the Trust, and for the administration
of that Applicant's investment, planning, product
development, research purposes, and statistical
analysis; and
- the Responsible Entity may contact each Applicant
in relation to other investment products offered by
the Responsible Entity, unless each Applicant
elects to not receive such information by ticking
the relevant box on the Application Form or
contacting the Responsible Entity by telephone on
1300 652 748.
Each Applicant can access their personal information
that the Responsible Entity holds about them.
Sometimes there is a reason why that is not possible,
in which case the Applicant will be told why. If an
Applicant would like to find out what sort of personal
information the Responsible Entity has about them, or
wishes to make a request for access, they can
contact the Responsible Entity by telephone on
1300 652 748.
If an Applicant fails to provide any information
requested in the Application Form, or does not agree
to any of the possible exchanges or uses detailed
above, their Application may not be accepted by the
Responsible Entity.
The Responsible Entity will also provide a copy of any
annual or half-yearly reports free of charge to any
person who requests a copy prior to the close of the
Offer.
15.7 Other material contracts and
agreements
The Responsible Entity has entered into or adopted a
number of agreements on behalf of the Trust. A
summary of each of the material contracts and
agreements is provided below.
The documents are broadly divided into three
categories:
- agreements applicable to all unitholders in
Macquarie Park Trust;
- agreements specific to Macquarie Park Trust; and
- agreements specific to the Trust.
Agreements applicable to all unitholders in Macquarie Park Trust
Name of document Parties Summary of purpose
of document
MPT Investors' Deed (proposed)
- Stockland Trust Management
Limited as responsible entity
for Macquarie Park Trust
- Stockland Trust Management
Limited as trustee for
Stockland Trust
- Wholesale Investor
- Stockland Funds Management
Limited as responsible entity
for Stockland Direct Office
Trust No. 2
Sets out the obligations of the
unitholders in respect of their
investment in MPT and regulates
the loan provided by the
Wholesale Investor and the Trust
to MPT. Further information is
provided in Section 15.3. It also
provides for the guarantee
described in Section 7.7.2.
88
15.
Additional
Information (cont.)
Agreements specific to Macquarie Park Trust
Name of document Parties Summary of purpose
of document
Loan Agreement
Turn-Key Development Deed
Offer for Lease
- Stockland Trust Management
Limited as trustee for
Stockland Trust as lender
- Stockland Trust Management
Limited as trustee for
Macquarie Park Trust as
borrower
- Stockland Development Pty
Limited as guarantor
- Stockland Trust Management
Limited as trustee for
Macquarie Park Trust as
beneficiary
- Trust Company of Australia
Limited as custodian for
Stockland Trust Management
Limited as trustee for
Macquarie Park Trust as lessor
- Stockland Development Pty
Limited as lessee
Provides bridge financing for the
borrower to purchase the
Property from PTA (interest free
loan) and the Paul Street North
property (interest rate of 6.25%
per annum) until Lease
Commencement.
Provides a mechanism for
payment of the development and
the provision of certain
guarantees. The obligations of
Stockland Development and the
consideration for the Property are
detailed in Section 5.4. Stockland
Development will also fund the
GST on the consideration at
6.40% per annum. The
guarantees are summarised in
Section 7.7.1.
Provides access to the Property
for Stockland Development to
enable it to develop the Property.
Stockland Development will pay
rental in consideration for access
as detailed in Section 6.1.
Compliance Plan
Novation Deed
- Stockland Trust Management
Limited as Responsible Entity
for Macquarie Park Trust
- Stockland Trust Management
Limited as responsible entity
for Property Trust of
Australasia
- Stockland Trust Management
Limited as responsible entity
for Macquarie Park Trust
Specifies how STML will monitor:
- its obligations as a responsible
entity of a managed
investment scheme and under
the MPT Constitution and the
Corporations Act; and
- the terms of its Australian
Financial Services Licence.
Novates the Agreement for Lease
from PTA to MPT.
89
Name of document Parties Summary of purpose
of document
16 Giffnock Ave Agreement
Property Management
Agreement
Custody Deed
- Optus Administration Pty
Limited as lessee
- Stockland Trust Management
Limited as trustee for
Property Trust of Australasia
as owner of 16 Giffnock
Avenue
- Stockland Property
Management Pty Limited
(SPM)
- Stockland Trust Management
Limited as responsible entity
for Macquarie Park Trust
- Trust Company of Australia
Limited (TCAL)
- Stockland Trust Management
Limited as responsible entity
of Macquarie Park Trust
Continues the obligations of the
owner under the Agreement for
Lease once the Agreement for
Lease is novated to ensure that
the lessee will continue to have a
first right of refusal to lease the
property known as 16 Giffnock
Avenue.
Provides for SPM to undertake
the services of property manager
on behalf of MPT for 0.5% of the
aggregate of rent and outgoings
plus approximately $200,000 per
annum for building supervision
salaries and services, which are
both fully recoverable outgoings
from Optus under the Optus
Lease.
Provides for TCAL to undertake
custodian services in relation to
the Property on behalf of STML.
90
15.
Additional
Information (cont.)
Agreements specific to the Trust
Agreements specific to Stockland Direct Office Trust
No 2 (Trust)
Name of document Parties Summary of purpose
U
of document
Compliance Plan
- Stockland Funds Management
Limited as responsible entity
for Stockland Direct Office
Trust No. 2
Specifies how SFML will monitor:
- its obligations as a
responsible entity of a
managed investment scheme
and under the Constitution
and the Corporations Act; and
- the terms of its Australian
Financial Services Licence.
Registry Agreement
Deed of Indemnity
Underwriting Agreement
Distribution Agreement
- Stockland Funds Management
Limited as responsible entity
for Stockland Direct Office
Trust No. 2
- Computershare Investor
Services Pty Limited
- Stockland Corporation Limited
as guarantor
- Stockland Funds Management
Limited as responsible entity
for Stockland Direct Office
Trust No. 2 as beneficiary
- Stockland Funds Management
Limited
- Westpac Banking Corporation
- Stockland Trust Management
Limited as responsible entity
of Stockland Trust
- Stockland Funds Management
Limited
- Westpac Banking Corporation
Provides for the provision of
registry services by
Computershare to the Trust in
relation to the Instalment
Receipts.
This indemnity ensures that, in
the event that the Optus Lease
does not commence by 1 July
2008 or such longer period as
approved by Investors by Special
Resolution, the Trust will have
sufficient funds so that Investors
will receive a refund of their
Application Monies. Further
details are provided in Section
7.7.3.
Provides for Westpac to
underwrite 85% of the Units the
subject of the Offer and for
Stockland Trust to underwrite the
remaining 15%. Further
information is provided in
Section 15.4.
Provides for Westpac to distribute
85% of the Units the subject of
the Offer.
91
Name of document Parties Summary of purpose
of document
Limited Liquidity Facility
Security Trust Deed
Custody Deed
Bank Loan Facility (subject to
documentation)
- Stockland Funds Management
Limited
- Stockland Trust Management
Limited
- Westpac Banking Corporation
- Stockland Funds Management
Limited
- Stockland Funds Management
Limited as responsible entity
for Stockland Direct Office
Trust No. 2
- Permanent Trustee Company
Limited as Security Trustee
- Trust Company of Australia
Limited (TCAL)
- Stockland Funds Management
Limited as responsible entity
of Stockland Direct Office
Trust No. 2
- Stockland Funds Management
Limited
- Westpac Banking Corporation
(Financier)
Confirms the basis upon which
Westpac will provide a facility
from Lease Commencement
whereby Investors can apply to
sell their Instalment Receipts for
a prescribed price and processing
fee, subject to a number of terms
and conditions detailed in Section
3.7.
Provides for the Security Trustee
to hold Units on trust for
Investors pending payment of the
Final Instalment. It also regulates
the mechanics of the Instalment
Receipts as detailed in Section 4
and provides for the possibility of
Westpac becoming the Security
Interest Holder.
Provides for TCAL to undertake
custodian services in relation to
the Property held on trust by
SFML as trustee of the Trust.
Provides for the advance of the
Bank Loan to the Trust on the
parameters detailed in Section
3.2. The offer to the Trust of the
Bank Loan contains a number of
conditions including events of
default and review events which
if breached, may result in the
Financier enforcing its security
against the Trust and selling the
Trust's Property Interest. The
financial covenants relating to the
Bank Loan are detailed in Section
10.3. If these covenants are
breached, the Financier and the
responsible entity have 20 days
to agree a resolution of the
matter before the Financier may
enforce its security.
92
15.
Additional
Information (cont.)
ASIC exemptions and modifications
ASIC has provided the following exemptions and
modifications:
- an exemption relieving SFML, the Security Trustee
and Westpac from holding an Australian financial
services licence for dealing in, and providing
financial product advice in relation to, the
Instalment Receipts;
- a declaration that a person who holds an
Australian financial services licence that authorises
that person to deal in, or provide financial product
advice in relation to, interests in managed
investment schemes may deal in, or provide
financial product advice in relation to, the
Instalment Receipts;
- an exemption relieving SFML from preparing and
giving a product disclosure statement to Investors
upon the issue of new Units following the
payment of the Final Instalment;
- a modification of section 761E of the Corporations
Act such that the Responsible Entity is taken to be
the issuer of the Instalment Receipts;
- a modification of Part 5C.6 and section
601GA(4)(b) of the Corporations Act to enable the
Responsible Entity to redeem the initial units,
which are issued to establish the Trust,
immediately after the Units are issued to the
Security Trustee;
- a modification of Part 5C.6 and section
601GA(4)(b) of the Corporations Act to enable the
Responsible Entity, following the payment of the
Final Instalment, to redeem all Units and issue the
same number of new Units; and
- a modification of section 601GA of the
Corporations Act such that the Constitution is not
required to make adequate provision for the
calculation of transaction costs, provided that the
basis for charging such costs is disclosed in this
PDS.
15.8 Consents and disclaimers
Westpac's consent
Westpac Banking Corporation has given, and has not
withdrawn, its consent to the inclusion in this PDS of
the references to Westpac in its capacity as
Underwriter, Financier, Limited Liquidity Facility
provider and possibly becoming the Security Interest
Holder. Westpac has not authorised or caused the
issue of this PDS and does not make, or purport to
make, any statement in this PDS other than as noted
above.
Expert consents
The following organisations have given, and have not
withdrawn, their written consent to the inclusion in
this PDS, in the form and context in which they are
included, of statements made by or attributed to
them as listed in the table below, and to be named in
this PDS in the stated capacity. Each of these
organisations, to the maximum extent permitted by
law, expressly disclaims and takes no responsibility
for any statements or omissions in this PDS, other
than the reference to its name and a statement or
report included in this PDS with the consent of that
organisation as specified below:
Organisation Capacity Statements
Jones Lang LaSalle (NSW)
Pty Limited
Deloitte Corporate Finance Pty
Limited
Deloitte Touche Tohmatsu Ltd
Independent valuer
Independent accountant
Taxation adviser
Valuation Report in Section 11
Independent Accountant's Report
in Section 12 that relates to the
Financial Information in Section 8
Taxation Report in Section 13
Mallesons Stephen Jaques
Legal adviser
Legal Report for Superannuation
Investors in Section 14
93
Security Trustee’s Consent
None of Permanent Trustee Company Limited
ACN 000 000 993 or any of its related parties or
associates makes any representations nor gives any
guarantees or assurances as to the performance of
the Trust, payments under the Units or any particular
overall rate of return.
Permanent Trustee Company Limited does not make,
or purport to make, any statement that is included in
this PDS and there is no statement in this PDS which
is based on any statement by Permanent Trustee
Company Limited. Accompanying this PDS is a
Financial Services Guide ("FSG") for Permanent
Trustee Company Limited in relation to its role as
Security Trustee. This PDS should be read in
conjunction with that FSG. To the maximum extent
permitted by law, Permanent Trustee Company
Limited expressly disclaims and takes no
responsibility for any part of this PDS other than the
references to its name in its capacity as Security
Trustee.
Directors' consent
The directors of the Responsible Entity have each
consented to the issue of this PDS.
Other consents
Stockland Trust Management Limited, Stockland
Corporation Limited, Stockland Development Pty
Limited, Stockland Property Management Pty Limited,
KPMG, Mallesons Stephen Jaques, Trust Company of
Australia Limited, Permanent Trustee Company
Limited, Rice Daubney and Computershare Investor
Services Pty Limited have given, and have not
withdrawn, their written consent to be named in this
PDS in the capacity in which they are named. They
have not authorised or caused the issue of this PDS
and do not make, or purport to make, any statement
in this PDS.
15.9 Disclosure of experts’ interests
No expert, nor any firm in which an expert is a
partner, has an interest that exists at the date of this
PDS, or that existed within two years before that
date, in the promotion or formation of the Trust.
No amount has been paid or agreed to be paid to an
expert in the last two years for services rendered by
that expert or any firm of which the expert is a partner
in connection with the promotion or formation of the
Trust, other than interests or amounts disclosed in
this PDS and the following table:
Organisation Role Amount of fee
(excluding GST)
Deloitte Corporate Independent accountant $70,000
Finance Pty Limited
Deloitte Touche Tohmatsu Ltd Taxation adviser $30,000
Jones Lang LaSalle (NSW) Independent valuer $35,000
Pty Limited
Mallesons Stephen Jaques Legal adviser $175,000
15.10 Standard & Poor’s ratings
Ratings are statements of opinion, not statements of
fact or recommendations to buy, hold or sell any
securities. Ratings may be changed, withdrawn or
suspended at any time. In Australia, credit ratings are
assigned by Standard & Poor's (Australia) Pty Limited,
which does not hold an Australian financial services
licence under the Corporations Act.
94
16.
Glossary
Term
A-GAAP
A-IFRS
After Tax Return
Agreement for Lease
Applicant
Application
Application Form
Application Monies
Meaning
Australian Generally Accepted Accounting Principles (as in force as at
31 December 2004).
Australian equivalents to International Financial Reporting Standards.
The return for an individual Investor subject to the top marginal rate of
income tax of 48.5%, after payment of income tax or the receipt of an
income tax refund, as applicable, assuming the taxation affairs of the
Investor solely involved an investment in Units. It ignores the potential
effect of future capital gains tax implications that may arise on the
disposal of Instalment Receipts or Units as detailed in Section 13.
The agreement for lease in respect of the Property between Stockland
Trust Management Limited, Trust Company of Australia Limited, Optus
and SingTel Optus Pty Limited dated 1 September 2004 which will be
novated to MPT.
A person who applies to acquire Units by completing and submitting an
Application Form and paying the First Instalment.
Completion and submission of an Application Form in accordance with
instructions in this PDS.
The Application Form which is included at the back of or accompanying
this PDS.
The amount included as part of an Applicant’s Application, being equal
to the First Instalment.
Application Price The purchase price of a Unit, being $1.00.
APRA
ASIC
ATO
Bank Loan
Australian Prudential Regulation Authority.
Australian Securities and Investments Commission.
Australian Taxation Office.
The loan provided by the Financier to the Trust to assist funding:
- the loan to MPT and, on Lease Commencement, the acquisition of
Ordinary Units in MPT (Term Loan Facility);
- the Trust’s share of capital expenditure relating to the Property
(Capital Expenditure Facility); and
- an overdraft facility for cash flow management (Overdraft Facility).
Baulderstone Hornibrook Baulderstone Hornibrook Pty Limited ABN 56 002 625 130.
Buildings
Business Day
Capital Expenditure Facility
Six campus-style office buildings comprising a net lettable area of
approximately 84,000 sqm (subject to survey) which are currently being
developed on the Property.
Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter
Monday, Christmas Day, Boxing Day and any other declared public
holiday in New South Wales.
The $3.0 million loan provided by the Financier to the Trust to fund the
Trust’s share of capital expenditure.
95
Term
CBD
CGT
Change of Control
Closing Date
Compliance Committee
Compliance Plan
Constitution
Corporations Act
CPI
Deloitte
Effective Date
Meaning
Central Business District.
Capital gains tax.
Any person together with that person’s associates becoming entitled to
20% or more of the total number of Instalment Receipts on issue.
The date the Offer closes, scheduled for 16 September 2005. The
Responsible Entity has the right to close the Offer early or extend the
Offer without prior notice.
A sub-committee of the board of the Responsible Entity. The functions
of the Compliance Committee are to monitor compliance by the
Responsible Entity with the Compliance Plan, Constitution and
Corporations Act.
A plan which sets out the measures that the Responsible Entity will
apply in operating the Trust to ensure compliance with matters as
required by the Corporations Act and Constitution.
The Trust’s constitution dated 13 May 2005 (as amended from time to
time).
Corporations Act 2001 (Cth).
The Consumer Price Index (All Groups) published by the Australian
Bureau of Statistics.
Deloitte Touche Tohmatsu Ltd.
The date with effect from which Westpac or its nominee (which must
be a wholly owned subsidiary, either direct or indirect, of Westpac)
becomes entitled and subject to the rights and obligations attached to
the role of the Security Interest Holder.
Final Allocation The final allocation of Units (expected to be on 27 September 2005
unless varied by the Responsible Entity) after close of the Offer. Units
may be allocated progressively.
Final Distribution per Unit
Final Instalment
The amount per Unit that would be paid to an Investor calculated in
accordance with the Constitution as if the Trust were wound up on the
date of the calculation.
$0.60 per Unit payable to the Security Interest Holder on the Final
Instalment Payment Date. Further details are provided in Section 4.
Final Instalment Payment Date The date on which the Final Instalment is to be paid, expected to be 30
June 2013, but which may be varied as detailed in Sections 4.4 and 4.5.
Financial Forecasts
Financial Information
The financial forecasts include the pro-forma and forecast statements
of financial performance and statements of distribution of the Trust for
the Forecast Period.
Forecast financial information for the Trust including the Financial
Forecasts and the pro-forma Statements of Financial Position and
sources and applications of funds.
96
16.
Glossary (cont.)
Term
Financier
First Instalment
Meaning
Westpac as lender of the Bank Loan.
$0.40 per Unit payable on Application, being 40% of the Application
Price.
Forecast Period The period from the date of Final Allocation to 30 June 2009.
Gearing Ratio
In respect of the Trust, the ratio of the principal outstanding under the
Bank Loan to the value of the Trust's Property Interest.
In respect of an Investor, the ratio of the aggregate of principal
outstanding under the Bank Loan and the Final Instalment to the value
of the Trust's Property Interest.
GST As defined in the A New Tax System (Goods and Services Tax) Act 1999
(Cth) (as amended).
Guarantor of the Optus Lease SingTel Optus Pty Limited ACN 052 833 208.
Instalment Receipts
Interest and Fees
Investor
Lease Commencement
Limited Liquidity Facility
Receipts issued by SFML to Investors recognising Investors' beneficial
interest in Units and their obligation to pay both Interest and Fees on
the Final Instalment until the Final Instalment Payment Date and the
Final Instalment when they fall due. Further details are provided in
Section 4.
Any interest expense, establishment fee or line fee relating to the Final
Instalment as detailed in Section 4.6.
An investor in the Trust who will be or is registered as the holder of
Instalment Receipts if an Application under this PDS is successful.
The date the Optus Lease commences, which is scheduled to be 1 July
2007 and each of the following conditions precedent have been
satisfied:
- the Buildings are practically complete;
- the Property is owned by STML as responsible entity of MPT and is
free of any mortgage;
- Stockland Development has received from the responsible entity of
MPT an amount equal to the GST on the consideration payable by
MPT as described in Section 5.4;
- there have been no ordinary units issued by the responsible entity
of MPT within the period of 13 months from the date the Trust
provides the loan to MPT; and
- the New South Wales Office of State Revenue registers MPT as an
"imminent wholesale unit trust" under the Duties Act 1997 (NSW).
A facility provided by Westpac that provides all Investors with the
opportunity to apply to sell a limited number of Instalment Receipts on
and after Lease Commencement. This facility is subject to a number of
conditions outlined in Section 3.7 and may be terminated at any time.
MPT Macquarie Park Trust ABN 97 139 887 589.
Net Sales Proceeds
The gross sale proceeds of the Trust's Property Interest less agent
commissions and GST.
97
Term
Net Tangible Assets or NTA
NTA per Unit
Offer
Meaning
The Net Tangible Assets is calculated as:
- the gross assets of the trust excluding any intangible assets;
- less liabilities of the trust (excluding liabilities to unitholders);
- plus other A-IFRS adjustments as considered necessary by the
responsible entity to bring to account in order that the Net Tangible
Assets for the particular calculation period may fairly represent the
net tangible assets of the trust for that period.
The NTA divided by the number of Units on issue.
The offer of Units for purchase pursuant to this PDS.
Opening Date The date the Offer opens being 27 July 2005.
Optus Optus Administration Pty Limited ACN 055 136 804.
Optus Lease
Ordinary Units in MPT
Overdraft Facility
PDS
The aggregate of the three leases to be entered into by Optus and MPT
as described in Section 6.
Units in MPT to be issued to the Trust at Lease Commencement.
The $1.0 million loan provided by the Financier to the Trust to assist
with cash flow management.
This Product Disclosure Statement.
PTA Property Trust of Australasia ABN 92 090 858 429.
Property The land and improvements known as Optus at Macquarie Park, 1-5
Lyon Park Road, Macquarie Park, New South Wales 2113 being the land
comprised in Certificates of Title Auto Consol 13254-18, Folio Identifiers
51/564301, 52/564301, 2/880284, 2/655022 and C1/377649.
Quarter
A three month period ending on 31 March, 30 June, 30 September and
31 December.
Registrar Computershare Investor Services Pty Limited ABN 48 078 279 277.
Responsible Entity
Security Interest
Security Interest Holder
Security Trust Deed
Stockland Funds Management Limited ABN 86 078 081 722, AFS
Licence Number 241188, as responsible entity of the Trust.
The security interest of the Security Interest Holder as unpaid seller
over the Units to secure the payment of the Final Instalment and
Interest and Fees thereon as referred to in the Security Trust Deed.
SFML, and following the Effective Date, Westpac (or a wholly owned
subsidiary, whether direct or indirect, of Westpac nominated by
Westpac).
The agreement between SFML and the Security Trustee which is
detailed in Section 4.
Security Trustee Permanent Trustee Company Limited ACN 000 000 993.
SFML Stockland Funds Management Limited ABN 86 078 081 722.
SIS
SMSFs
Superannuation Industry (Supervision) Act 1993 (Cth) and Regulations.
Self managed superannuation funds.
98
16.
Glossary (cont.)
Term
Special Resolution
sqm
Meaning
A resolution of Investors at a meeting that requires approval by at least
75% of the votes cast by Investors present (whether in person, by
representative or by proxy) and entitled to vote.
Square metres.
STML Stockland Trust Management Limited ABN 86 001 900 741.
Stockland
Stockland Corporation and Stockland Trust.
Stockland Corporation Stockland Corporation Limited ABN 43 000 181 733.
Stockland Development Stockland Development Pty Limited ABN 71 000 064 835.
Stockland Securities
Stockland Trust
Structural Works
Term Loan Facility
TFN
Stockland Securities are a stapled security listed on the Australian Stock
Exchange, being an ordinary unit in Stockland Trust and an ordinary
share in Stockland Corporation stapled together.
Stockland Trust ARSN 092 897 348 and, as the context requires, its
controlled entities.
Maintenance, repair and replacement work to the roof, external walls or
structure of the Buildings, replacement of an entire item of plant or
equipment for the services, and refurbishment or replacement of entire
items of the finishes, fixtures or fittings, other than routine
maintenance and repairs including painting or similar treatment of
external surfaces.
The $103.226 million loan provided by the Financier to the Trust to
assist funding the loan from the Trust to MPT and the acquisition of
Ordinary Units in MPT.
Tax File Number.
Trust Stockland Direct Office Trust No. 2 ARSN 115 017 466,
Units in which are being offered for purchase pursuant to this PDS.
Trust's Property Interest
Turn-Key Development Deed
Underwriters
Underwriting Agreement
Unit
The Trust's 49% interest in the issued Ordinary Units in MPT to be
issued on Lease Commencement, conferring an indirect 49% interest
in the Property.
The deed between MPT, Stockland Development and Stockland Trust
which is more fully described in Section 5.4.
Westpac and Stockland Trust.
The underwriting agreement between SFML and the Underwriters.
A unit in the Trust.
Westpac Westpac Banking Corporation ABN 33 007 457 141.
Westpac Group
Wholesale Investor
Westpac and its related bodies corporate.
A wholesale investor who intends to purchase up to 20% of the
ordinary units in MPT from Stockland Trust by Lease Commencement.
Guide to the
Application Form
99
Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are
cross referenced to each section of the Application Form.
The securities to which this Application Form relates are Units. Further details about the Units are contained in
the PDS dated 27 July 2005 issued by the Responsible Entity. During the Offer period, paper copies of the
PDS, any supplementary form and the Application Form, will be sent free of charge on request.
The Australian Securities and Investments Commission requires that a person who provides access to an
electronic Application Form must provide access, by the same means and at the same time, to the relevant
PDS. This Application Form is included in the PDS.
The PDS contains important information about investing in the Trust. You should read the PDS before applying
for Units. Incomplete Application Forms will be deemed to be valid if the Responsible Entity believes that
sufficient information, with attached payment, has been provided. Further particulars and the correct forms of
registrable titles to use on the Application Form are contained in the table below.
A
B
C
D
E
Insert the number of Units you wish to apply for. The Application must be for a minimum of 25,000 Units
and thereafter in multiples of 1,000 Units. You may be allocated all of the Units applied for or a lesser
number.
Insert the relevant amount payable on Application. To calculate the amount payable on Application, multiply
the number of Units applied for by $0.40 per Unit. Amounts should be in Australian currency. Please make
sure the amount of your cheque(s) equals this amount.
Write the full name you wish to appear on your statement of unitholding and your residential address or the
address of your registered office if you are a company. This must be either your own name or the name of
a company. Joint Applicants may also register. You should refer to the table below for the correct forms of
registrable titles. Applications using the wrong form of title may be rejected. Individuals must also provide
their date of birth.
Please enter a postal address for all correspondence. All communications to you from the Responsible
Entity will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be
entered.
Please complete the cheque details as requested in Section E of the Application Form:
- make your cheque payable to "Stockland Funds Management Limited - on A/C of "
in Australian currency and cross it "not negotiable". Your cheque must be drawn on an Australian Bank;
- the amount should agree with the amount shown in Section B;
- sufficient cleared funds should be held in your account, as a cheque returned unpaid is likely to result in
your Application being rejected; and
- pin (do not staple) your cheque to the Application Form where indicated.
F
G
Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote
their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint
Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s)
is not compulsory. However, if these are not provided, the Responsible Entity will be required to deduct
tax at the highest marginal rate of tax (including the Medicare Levy) from distributions and the balance of
the distribution may not be sufficient to pay Interest and Fees on the Final Instalment. If this occurs, the
Security Interest Holder may direct the Security Trustee to sell the Units to which the Instalment Receipts
relate by way of enforcement of their Security Interest.
Please enter a telephone number(s), area code and an email address in case the Responsible Entity needs
to contact you in relation to your Application.
100
Guide to the
Application Form (cont.)
H
Indicate by ticking the appropriate box whether or not you are a Stockland security holder as at the date of
this PDS. You are a Stockland security holder if you own Stockland Securities.
I
An Applicant is a foreign person if one of the following applies:
- they are a natural person not ordinarily resident in Australia;
- it is a corporation in which a natural person not ordinarily resident in Australia or a foreign corporation
holds a controlling interest;
- it is a corporation in which two or more persons, each of whom is either a natural person not ordinarily
resident in Australia or a foreign corporation, hold an aggregate controlling interest;
- the trustee of a trust estate in which a natural person not ordinarily resident in Australia or a foreign
corporation holds a substantial interest; or
- the trustee of a trust estate in which two or more persons, each of whom is either a natural person not
ordinarily resident in Australia or a foreign corporation, hold an aggregate substantial interest.
If the above applies, the Applicant should answer Yes in Section I, otherwise answer No.
J
K
L
All distributions will be credited directly to your nominated account with your financial institution. Please
ensure appropriate details are inserted in Section J.
From time to time, the Responsible Entity may use your details to promote and market other Stockland
services or products which it considers to be of interest to you. Please tick the box in Section K if you do
not want this information to be sent to you.
All Applicants should read the PDS before signing and/or executing Section L. Single Applicants that are
individuals should sign the "Applicant 1 Signature" box. Where there is more than one Applicant, and they
are both individuals, the second Applicant should sign the "Joint Applicant 2 Signature" box. Applicants that
are companies should sign the appropriate director(s) boxes and stamp the “Company Seal” box (if
necessary). If an Application is being made under a power of attorney, the attorney should sign the "Power
of Attorney" box. Date this Section as at the date of the declaration which should be the same as the date
of Application.
Lodgement of Applications
Return your completed Application Form with cheque(s) attached to:
Stockland Direct Office Trust No. 2 Offer
C/- Westpac Banking Corporation
Reply Paid A990
Sydney South NSW 1234.
Application Forms must be received at the above address no later than 5.00pm (Sydney time) on 16 September
2005 unless the Offer is extended.
101
Correct forms of registrable titles
Note that only legal persons are allowed to hold Units.
Application(s) must be in the name(s) of natural person(s), companies or other legal entities acceptable to the
Responsible Entity. At least one full given name and the surname are required for each natural person. The
name of the beneficiary or any other non-registrable title may be included by way of an account designation if
completed exactly as described in the example of correct forms of registrable titles below:
Type of Investor Completion Instructions* Correct Form of
Registrable Title*
Individual and joint Use names in full, no initials Mr John Alfred Smith
Minor Use the name of the responsible John Alfred Smith
(a person under the age of 18) adult with an appropriate
designation
Companies Use company title, ABC Pty Ltd
not abbreviations
Trusts Use trustee(s) personal name(s), Mrs Sue Smith
do not use the name of the trust
Deceased estates Use executor(s) personal name(s), Ms Jane Smith
do not use name of deceased
Partnerships Use partners personal names, Mr John Smith and
do not use name of partnership Mr Michael Smith
Clubs/unincorporated bodies/ Use office bearer(s) personal Mr Michael Smith
business names names, do not use the name
of the club etc.
Superannuation funds Use the name of the trustee of Jane Smith Pty Limited
the fund, do not use the name
of the fund
* Enter the name(s) of any account (A/C) designation using < > as indicated above in designated space(s) at
Section C of the Application Form.
102
Pin cheque(s) here - do not staple
Stockland Direct Office Trust No. 2
ARSN 115 017 466
Issuer: Stockland Funds Management Limited
ABN 86 078 081 722, AFS Licence Number 241188
Adviser to Complete
Adviser's Name
Dealer Group
Email Address
Phone Number ( )
Broker/Adviser Stamp
Page 1
APPLICATION FORM
BROKER CODE
ADVISER CODE
Stockland Funds Management Limited
This Application Form must not be handed to another person unless attached to the Stockland Direct Office Trust No. 2 Product Disclosure Statement dated
25 July 2005. Refer to the Guide to the Application Form. PLEASE WRITE CLEARLY USING BLOCK LETTERS.
A
I/We
apply for
No. of Units
Note: Minimum of 25,000 Units and
thereafter in multiples of 1,000
Units
at
First Instalment per Unit
A$ 0.40
B
First Instalment
$
Note: Number of Units in Section A
multiplied by $0.40
C Applicant(s) full name and details
Title Applicant 1- Given Name or Co. Name Surname
D
Date of Birth / /
D
M
M
Y
Y
Y
Y
Title Joint Applicant 2 - Given Name or Co. Name or Account Designation Surname
D
Date of Birth / /
D
M
M
Y
Y
Y
Y
Account Designation
Address: Number and Street (must be a street address)
Suburb, City or Town State Postcode
D Mailing address (all correspondence will be sent here)
Number and Street or PO Box
Suburb, City or Town State Postcode
E Cheque details
Drawer Bank Branch
Drawer Bank Branch
Amount Payable
$
Amount Payable
$
Your cheque(s) should be made payable to "Stockland Funds Management Limited - on A/C of ". Cheques should be crossed
"not negotiable". Please ensure that you submit the correct amount. Incorrect payments may result in your Application being rejected.
F Applicant(s) TFN or ABN (if Co.) or Exemption Category
TFN
ABN
Exemption
Category:
Exemption
TFN
ABN
Category:
I/We authorise Stockland Funds Management Limited to apply these TFNs or exemptions to all my/our investments in Stockland Direct Office Trust No. 2.
G Telephone/email details
Home: Area Code
Number
Work: Area Code
Number
Email:
H
I
Are you a Stockland security holder Yes No Are you a foreign person Yes No
Page 2
J Bank account details for Trust distributions
Name of Financial Institution
BSB Number
Branch (full address)
Account Number
Name(s) in which your account is held
The account may only be in the name(s) of the registered unitholder(s).
K
I / We do not wish to receive further information about other Stockland services or products.
From time to time, the Responsible Entity may use your details to promote and market other Stockland services or products which it considers to be of
interest to you. Please tick this box if you do not want this information to be sent to you. All personal information on this Application Form will be dealt
with in accordance with Stockland's privacy policy which may be viewed at www.stockland.com.au.
L Declaration
Capitalised terms in the Application Form have the same meaning as in the PDS.
1. I / We accept acknowledge that the accompanying payment represents payment of the First Instalment only.
2. I / We direct that the Units I / we apply for (represented by Instalment Receipts) are to be held by the Security Trustee to hold in accordance with
the Security Trust Deed.
3. I / We acknowledge that I / we will be issued with an Instalment Receipt by SFML in respect of each Unit held by the Security Trustee on my / our
behalf.
4. I / We accept and agree to be bound by all the terms and conditions of the Offer to purchase Units as set out in the PDS and the terms and
conditions of the Security Trust Deed, including without limitation:
a. the obligation to pay the Security Interest Holder the Final Instalment on the Final Instalment Payment Date;
b. the obligation to pay Interest and Fees on the Final Instalment when due;
c. the obligation to pay the Security Interest Holder Interest and Fees on the Final Instalment when due until the Final Instalment Payment Date,
together with any additional default interest on, and the recovery of costs of, any unpaid amounts;
d. the requirement that no encumbrance (such as a mortgage) may be created or arise over a Unit, which could adversely affect, or make
conditional, the Security Interest Holder's Security Interest without the prior written consent of the Security Interest Holder until the Security
Interest Holder's Security Interest has been fully satisfied; and
e. the requirement that any transfer of Instalment Receipts is to be effected in the manner prescribed in the Security Trust Deed.
5. By signing / sealing the Application Form I / we declare that:
a. I / We am / are not minor(s) nor do I / we suffer from any legal disability preventing me / us from applying for Units under the Instalment
Receipt arrangements and making the commitment to pay Interest and Fees on the Final Instalment and the Final Instalment when due;
b. I / we can not withdraw my / our application except when I / we have such a right under the Corporations Act or if the Responsible Entity and
the Security Interest Holder consents;
c. I / We personally received the PDS accompanied by or attached to this Application Form and have read and understood the PDS to which this
Application Form relates;
d. I / We agree to be bound by the Constitution of the Trust;
e. I / We acknowledge that the acceptance of my / our Application and allocation of Units will be at the discretion of the Security Interest Holder
and that the Responsible Entity has the right to reject my / our Application or to allocate to me / us a lower number of Units than applied for;
f. I / We acknowledge that the information contained in the PDS is not investment advice or a recommendation that Units are suitable for me /
us, given my / our investment objectives, financial situation and particular needs;
g. by lodging this Application Form, I / we declare that this form is completed and lodged according to the PDS and that all statements made by
me / us are complete and accurate;
h. I / We acknowledge that my / our investment in Units is not a deposit with or any type of liability of the Responsible Entity, Westpac Banking
Corporation or any of their related bodies corporate;
i. I / We acknowledge that my / our investment in Units is subject to investment risks, which may impact forecast returns and loss of capital
invested. Other than under the guarantees detailed in Section 7.7.3 my / our investment is not capital or performance guaranteed. I / we
acknowledge that the Financial Information represents forecasts only;
j. Applications will only be accepted in Australian currency;
k. any income and capital distributions made by the Trust will only be paid in Australian currency;
l. if signed by an Applicant corporation, it has been signed in accordance with section 127 of the Corporations Act, the corporation's constitution
and applicable laws; and
m. if signed by an attorney, the power of attorney authorises the signing of this Application Form and no notice of revocation has been received.
I/We acknowledge that my/our investment in the Trust is subject to investment and other risks, including possible loss of income and principal invested.
I/We also acknowledge that none of the Responsible Entity, Stockland, any other member of Stockland or Westpac Group gives any guarantee or
assurance as to the performance of the Trust or the repayment of capital from the Trust or any particular rate of return.
Signature(s) - required for all Investors
Applicant 1 Signature
Joint Applicant 2 Signature
Power of Attorney
Company Seal
Sole Director and Sole Secretary
Director 1
Director 2/Secretary
Date Date Date
D
D
M
M
Y
Y
Y
Y
D
D
M
/ / / / / /
M
Y
Y
Y
Y
D
D
M
M
Y
Y
Y
Y
Pin cheque(s) here - do not staple
Stockland Direct Office Trust No. 2
ARSN 115 017 466
Issuer: Stockland Funds Management Limited
ABN 86 078 081 722, AFS Licence Number 241188
Adviser to Complete
Adviser's Name
Dealer Group
Email Address
Phone Number ( )
Broker/Adviser Stamp
Page 1
APPLICATION FORM
BROKER CODE
ADVISER CODE
Stockland Funds Management Limited
This Application Form must not be handed to another person unless attached to the Stockland Direct Office Trust No. 2 Product Disclosure Statement dated
25 July 2005. Refer to the Guide to the Application Form. PLEASE WRITE CLEARLY USING BLOCK LETTERS.
A
I/We
apply for
No. of Units
Note: Minimum of 25,000 Units and
thereafter in multiples of 1,000
Units
at
First Instalment per Unit
A$ 0.40
B
First Instalment
$
Note: Number of Units in Section A
multiplied by $0.40
C Applicant(s) full name and details
Title Applicant 1- Given Name or Co. Name Surname
D
Date of Birth / /
D
M
M
Y
Y
Y
Y
Title Joint Applicant 2 - Given Name or Co. Name or Account Designation Surname
D
Date of Birth / /
D
M
M
Y
Y
Y
Y
Account Designation
Address: Number and Street (must be a street address)
Suburb, City or Town State Postcode
D Mailing address (all correspondence will be sent here)
Number and Street or PO Box
Suburb, City or Town State Postcode
E Cheque details
Drawer Bank Branch
Drawer Bank Branch
Amount Payable
$
Amount Payable
$
Your cheque(s) should be made payable to "Stockland Funds Management Limited - on A/C of ". Cheques should be crossed
"not negotiable". Please ensure that you submit the correct amount. Incorrect payments may result in your Application being rejected.
F Applicant(s) TFN or ABN (if Co.) or Exemption Category
TFN
ABN
Exemption
Category:
Exemption
TFN
ABN
Category:
I/We authorise Stockland Funds Management Limited to apply these TFNs or exemptions to all my/our investments in Stockland Direct Office Trust No. 2.
G Telephone/email details
Home: Area Code
Number
Work: Area Code
Number
Email:
H
I
Are you a Stockland security holder Yes No Are you a foreign person Yes No
Page 2
J Bank account details for Trust distributions
Name of Financial Institution
BSB Number
Branch (full address)
Account Number
Name(s) in which your account is held
The account may only be in the name(s) of the registered unitholder(s).
K
I / We do not wish to receive further information about other Stockland services or products.
From time to time, the Responsible Entity may use your details to promote and market other Stockland services or products which it considers to be of
interest to you. Please tick this box if you do not want this information to be sent to you. All personal information on this Application Form will be dealt
with in accordance with Stockland's privacy policy which may be viewed at www.stockland.com.au.
L Declaration
Capitalised terms in the Application Form have the same meaning as in the PDS.
1. I / We accept acknowledge that the accompanying payment represents payment of the First Instalment only.
2. I / We direct that the Units I / we apply for (represented by Instalment Receipts) are to be held by the Security Trustee to hold in accordance with
the Security Trust Deed.
3. I / We acknowledge that I / we will be issued with an Instalment Receipt by SFML in respect of each Unit held by the Security Trustee on my / our
behalf.
4. I / We accept and agree to be bound by all the terms and conditions of the Offer to purchase Units as set out in the PDS and the terms and
conditions of the Security Trust Deed, including without limitation:
a. the obligation to pay the Security Interest Holder the Final Instalment on the Final Instalment Payment Date;
b. the obligation to pay Interest and Fees on the Final Instalment when due;
c. the obligation to pay the Security Interest Holder Interest and Fees on the Final Instalment when due until the Final Instalment Payment Date,
together with any additional default interest on, and the recovery of costs of, any unpaid amounts;
d. the requirement that no encumbrance (such as a mortgage) may be created or arise over a Unit, which could adversely affect, or make
conditional, the Security Interest Holder's Security Interest without the prior written consent of the Security Interest Holder until the Security
Interest Holder's Security Interest has been fully satisfied; and
e. the requirement that any transfer of Instalment Receipts is to be effected in the manner prescribed in the Security Trust Deed.
5. By signing / sealing the Application Form I / we declare that:
a. I / We am / are not minor(s) nor do I / we suffer from any legal disability preventing me / us from applying for Units under the Instalment
Receipt arrangements and making the commitment to pay Interest and Fees on the Final Instalment and the Final Instalment when due;
b. I / we can not withdraw my / our application except when I / we have such a right under the Corporations Act or if the Responsible Entity and
the Security Interest Holder consents;
c. I / We personally received the PDS accompanied by or attached to this Application Form and have read and understood the PDS to which this
Application Form relates;
d. I / We agree to be bound by the Constitution of the Trust;
e. I / We acknowledge that the acceptance of my / our Application and allocation of Units will be at the discretion of the Security Interest Holder
and that the Responsible Entity has the right to reject my / our Application or to allocate to me / us a lower number of Units than applied for;
f. I / We acknowledge that the information contained in the PDS is not investment advice or a recommendation that Units are suitable for me /
us, given my / our investment objectives, financial situation and particular needs;
g. by lodging this Application Form, I / we declare that this form is completed and lodged according to the PDS and that all statements made by
me / us are complete and accurate;
h. I / We acknowledge that my / our investment in Units is not a deposit with or any type of liability of the Responsible Entity, Westpac Banking
Corporation or any of their related bodies corporate;
i. I / We acknowledge that my / our investment in Units is subject to investment risks, which may impact forecast returns and loss of capital
invested. Other than under the guarantees detailed in Section 7.7.3 my / our investment is not capital or performance guaranteed. I / we
acknowledge that the Financial Information represents forecasts only;
j. Applications will only be accepted in Australian currency;
k. any income and capital distributions made by the Trust will only be paid in Australian currency;
l. if signed by an Applicant corporation, it has been signed in accordance with section 127 of the Corporations Act, the corporation's constitution
and applicable laws; and
m. if signed by an attorney, the power of attorney authorises the signing of this Application Form and no notice of revocation has been received.
I/We acknowledge that my/our investment in the Trust is subject to investment and other risks, including possible loss of income and principal invested.
I/We also acknowledge that none of the Responsible Entity, Stockland, any other member of Stockland or Westpac Group gives any guarantee or
assurance as to the performance of the Trust or the repayment of capital from the Trust or any particular rate of return.
Signature(s) - required for all Investors
Applicant 1 Signature
Joint Applicant 2 Signature
Power of Attorney
Company Seal
Sole Director and Sole Secretary
Director 1
Director 2/Secretary
Date Date Date
D
D
M
M
Y
Y
Y
Y
D
D
M
/ / / / / /
M
Y
Y
Y
Y
D
D
M
M
Y
Y
Y
Y
Directory
Responsible Entity
(and issuer of this PDS)
Stockland Funds Management Limited
Directors of the Responsible Entity
Graham Bradley (Chairman)
David Kent
Matthew Quinn
Tony Sherlock
Terry Williamson
Company Secretary of the
Responsible Entity
Phillip Hepburn
Responsible Entity's office
Level 16, 157 Liverpool Street
Sydney NSW 2000
Mail: GPO Box 998
Sydney NSW 2001
Telephone: (02) 9020 8320 or
1300 652 748 (local call cost)
Facsimile: (02) 9321 1592
Email: stocklanddirect@stockland.com.au
Internet:
www.stockland.com.au/unlistedpropertyfunds
Sole distributor
Westpac Banking Corporation
Level 8, 255 Elizabeth Street
Sydney NSW 2000
Mail: Stockland Direct Office Trust No. 2
c/- Westpac Banking Corporation
Reply Paid A990
Sydney South NSW 1234
Telephone: 1800 024 420
Internet:
www.westpac.com.au/structuredinvestments
Underwriter (85%), Financier and
Limited Liquidity Facility provider
Westpac Banking Corporation
Level 8, 255 Elizabeth Street
Sydney NSW 2000
Underwriter (15%)
Stockland Trust Management Limited as responsible
entity of Stockland Trust
Level 16, 157 Liverpool Street
Sydney NSW 2000
Registrar
Computershare Investor Services Pty Limited
Level 3, 60 Carrington Street
Sydney NSW 2000
Mail: GPO Box 7045
Sydney NSW 2001
Telephone: 1300 723 909
Facsimile: (02) 8234 5050
Email: sydney.services@computershare.com.au
Custodian
Trust Company of Australia Limited
Level 4, 35 Clarence Street
Sydney NSW 2000
Auditor
KPMG
10 Shelley Street
Sydney NSW 2000
Solicitors to the issuer
Mallesons Stephen Jaques
Level 60, 1 Farrer Place
Sydney NSW 2000
Stockland Funds Management Limited
ABN 86 078 081 722, AFS Licence Number 241188
Responsible Entity of Stockland Direct Office Trust No. 2
Westpac Banking Corporation
ABN 33 007 457 141
Joint Underwriter, Financier and Limited Liquidity Facility Provider
Stockland I Shopping Centres I Commercial & Industrial I Residential Communities I Apartments I Hotels I Unlisted Property Funds I
Financial Services Guide ("FSG')
Financial Services Guide of Permanent Trustee
Company Limited ("Permanent") ABN 21 000
000 993 (AFS Licence Number 235145) in
relation to the offer of Units in Stockland Direct
Office Trust No. 2 under the Product Disclosure
Statement ("PDS") issued by Stockland Funds
Management Limited ("Stockland").
Capitalised terms used but not defined in this FSG
have the same meaning as in the PDS.
What is the purpose of this Financial Services
Guide ("FSG")
It is to provide information about Permanent in its
capacity as the Security Trustee (as referred to in the
PDS), the role and remuneration of the Security
Trustee and its representatives in the context of the
offer of Units, so that you may take these into
account when you make your decision whether or
not to participate in the offer of Units which
involves the provision of financial services by the
Security Trustee. This FSG also provides
information about what to do if you have a
complaint against the Security Trustee.
Who is the Security Trustee in relation to the
Units
Permanent is the Security Trustee. Permanent,
established in 1887, is a wholly owned subsidiary of
Trust Company of Australia Limited, a publicly
listed company established in 1885 ("Trust").
Permanent holds its own Australian Financial
Services Licence ("AFS licence") authorising the
provision of financial services.
The FSG has been prepared by, and is the
responsibility of, the Security Trustee. The Security
Trustee is neither responsible nor liable for any part
of the PDS.
What financial services will the Security Trustee
provide to Investors in relation to the Units
Following payment of the First Instalment on
Application, Investors will receive Instalment
Receipts which they will hold until the Final
Instalment is paid, though they can transfer or sell
their Instalment Receipts (and hence their interest in
the underlying Units) prior to the Final Instalment
Payment Date. While the Final Instalment remains
unpaid, legal title to the Units will be held by the
Security Trustee.
What is the relationship between the Security
Trustee and Stockland
Permanent and Stockland are not members of the
same group of companies and are not related in any
way.
How is the Security Trustee remunerated for the
services it provides as Security Trustee
Permanent will receive from Stockland a fee of
$8,000 per annum (excluding GST) which is payable
by quarterly instalments with the first payment to be
made on or about 31 December 2005. This annual
fee may be varied by agreement with Stockland
from time to time.
Our Staff
Our staff are salaried employees of Permanent.
When they provide you with services on our behalf,
they do not get any payments, commission or other
benefits directly from the services provided. Some
employees may periodically be entitled to bonuses
or non-monetary benefits, based on their own
performance and/or the performance of their
business unit as a whole. Various factors are taken
into account when assessing such performance,
including the total value of assets invested through
advisory services that we provide and an individual
adviser's contribution towards this. Non-monetary
benefits typically involve attendance at conventions
and conferences.
How can you contact the Security Trustee
In the event you need to contact the Security Trustee
you may:
• call us or write to us at any or our offices by
using the contact details at the back of this FSG
• visit our website at www.trust.com.au
• use your adviser's specific contact details.
Legal\100618354.1
2.
Privacy
In order to be able to provide you with services, we
may need to obtain personal information about you
such as your name, address and telephone number.
We may disclosure your personal information to our
service providers, to persons who act on your behalf
in relation to any of the assets in your portfolio and
to any other third party where the disclosure is
required by law.
Permanent and other companies in the Trust Group
may also use your personal information to provide
you with information on products or other services.
If you do not wish to receive such information
please contact us.
To obtain further information on our Privacy Policy,
please ask your advisor or visit our website on
www.trust.com.au.
What should you do if you have a complaint
We have procedures in place to properly consider
and deal with any enquires or complaints within 30
days of receipt.
Contact your adviser and inform them of your
complaint.
Write to:
The Manager, Structured Finance
Corporate Services Division
35 Clarence Street Sydney 2000
We are a member of the Financial industry
Complaints Services ("FICS") an independent
external industry complaints resolution scheme. If
you are not satisfied with the response from us you
can contact FICS:
PO Box 579 Collins Street West
Melbourne VIC 8007
Ph: 1800 780 808
The Australian Securities and Investment
Commission also has a freecall infoline on 1300 300
630 where you may obtain further information about
your rights or make a complaint.
Permanent Trustee Company Limited
ABN 21 000 000 993
Website: www.trust.com.au
Freecall: 1 800 650 358
Email: info.trust.com.au
New South Wales
Sydney
Level 4, 35 Clarence Street Sydney NSW 2000
GPO Box 4270 Sydney NSW 2001
Telephone: (02) 8295 8100
Facsimile (02) 8295 8659
Victoria
Melbourne
151 Rathdowne Street Carlton South VIC 3053
PO Box 673 Carlton South VIC 3053
Telephone: (03) 9665 0200
Facsimile: (03) 9639 0286
Queensland
Brisbane
213-217 St. Paul's Terrace Brisbane QLD 4000
GPO Box 441 Brisbane QLD 4001
Telephone: (07) 3634 9750
Facsimile: (07) 3252 3513
Townsville
Level 4, Suncorp Metway Plaza
61-73 Sturt Street Townsville QLD 4810
PO Box 990 Townsville QLD 4810
Telephone: (07) 4771 5114
Facsimile: (07) 4772 5260
This FSG is dated 11 July 2005
Legal\100618354.1
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