SDOT2 Product Disclosure Statement - Stockland

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3.3 Trust distributions
Trust distributions will be paid quarterly within two
months from the end of the Quarter in respect of
earnings of the Trust for the preceding three months
ending 30 September, 31 December, 31 March and
30 June.
The first distribution for the Trust will be for the period
from Final Allocation until 31 December 2005 and will
be paid by 28 February 2006.
3.4 Trust investment strategy
Prior to 31 December 2012, the Responsible Entity
will convene a meeting of Investors to consider an
investment strategy recommended by the
Responsible Entity which could include, but is not
limited to, the following:
- continuation of the Trust with a defined investment
and liquidity strategy;
- sale of the Units in consideration for units in
another trust;
- a public offering of the Trust or the Trust’s Property
Interest with the potential participation of
Investors by way of a separate offer document;
and/or
- outright disposal of the Trust’s Property Interest
and termination of the Trust, in which case the
Trust must first offer its interest in MPT to the
other unitholders in MPT, including Stockland Trust,
in line with the process set out in Section 3.5.
The Responsible Entity will recommend an
investment strategy which it considers will deliver the
overall most favourable outcome to Investors, on
balance, having regard to the risk and rewards of the
strategy, the financial position of the Trust and the
obligation of Investors to pay the Final Instalment.
The directors of the Responsible Entity will be
required to approve the approach to be recommended
to Investors. Any Stockland executive directors on the
board of the Responsible Entity will be excluded from
voting in relation to the selection of any investment
strategy recommendation that involves Stockland as a
principal other than as defined in this PDS (for
example, as Property manager or Responsible Entity -
refer to Section 7.2).
If an investment strategy contemplates a deferral of
the Final Instalment Payment Date, then the consent
of the Security Interest Holder will be required before
the strategy can be recommended or approved by
Investors and implemented by the Responsible Entity.
The Security Interest Holder may, in its absolute
discretion, withhold its consent to any deferral of the
Final Instalment Payment Date and will not be
required to consider the interests of Investors when
making its determination.
3.5 Process for disposal of the Trust’s
Property Interest
In the event that the Responsible Entity makes a
recommendation to Investors to dispose of the Trust’s
Property Interest and Investors support the
recommendation by passing a Special Resolution, the
Responsible Entity will endeavour to sell the Trust’s
Property Interest. The disposal of the Trust’s Property
Interest may involve:
- a disposal to Stockland Trust and/or the other
investors in MPT;
- a disposal through a public sale process; and/or
- an alternative exit mechanism.
In accordance with the proposed MPT Investors'
Deed (refer to Section 15.3), if the Trust wishes to
deal with the Trust's Property Interest, it must first
give notice to the responsible entity of MPT which
will commission a valuation of the Property and
calculate the Net Tangible Asset (NTA) per Ordinary
Unit. The Trust must first offer its interest to the other
MPT unitholders by written notice at a price
calculated at the NTA per Ordinary Unit (Original
Offer).
The other MPT unitholders will then have 20 Business
Days to accept the Original Offer. If one or more
unitholders accept the Original Offer, the Responsible
Entity will dispose of the Trust's Property Interest to
those parties on the terms set out in the written
notice of Original Offer.