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