SDOT2 Product Disclosure Statement - Stockland

4.
Instalment
Receipts
19
The Instalment Receipt structure has been utilised to
provide Investors with the ability to acquire a
beneficial interest in a Unit by paying only $0.40 per
Unit on Application. Each Unit will be paid up to $0.40
by SFML by the date of Final Allocation and fully paid
by the Security Interest Holder on or before Lease
Commencement. Investors do not need to pay the
Final Instalment of $0.60 per Unit until the Final
Instalment Payment Date (scheduled to be 30 June
2013), although in certain circumstances payment of
the Final Instalment may be accelerated (see Section
4.4) or delayed (see Section 4.5).
SFML is the Security Interest Holder but it is intended
that soon after Final Allocation Westpac (or its
nominee) will become the Security Interest Holder
under the Security Trust Deed with the right to
receive the Final Instalment and Interest and Fees
from Investors until the Final Instalment Payment
Date. SFML or the person who becomes the
Security Interest Holder will be entitled to recover the
Final Instalment when due and all Interest and Fees
payable on the Final Instalment. It is expected
Interest and Fees will be deducted from distributions
on the Units. The method for payment of the Final
Instalment will be advised to Investors by the
Security Interest Holder at the relevant time.
4.1 Nature of Instalment Receipts
By participating in the Offer, Investors will acquire a
beneficial interest in Units. Each Investor will receive
Instalment Receipts as evidence of their beneficial
interest in the Trust. Investors will hold the
Instalment Receipts until the Final Instalment
Payment Date, although they can transfer or sell their
Instalment Receipts (and hence their beneficial
interest of the underlying Units) prior to the Final
Instalment Payment Date. Upon payment of the Final
Instalment by Investors, Instalment Receipts and the
existing Units will be cancelled, and an equal number
of new Units will be issued to Investors.
Each Instalment Receipt represents evidence of an
Investor's beneficial interest in one Unit which will be
paid up by the Security Interest Holder to $0.40 on
Final Allocation using the Application Monies from
Investors with the remaining $0.60 fully paid by the
Security Interest Holder on Lease Commencement.
The Application Form includes undertakings by
Investors to:
- pay the Security Interest Holder the Final
Instalment on the Final Instalment Payment Date;
- pay Interest and Fees on the Final Instalment
when due, including any additional default interest
on, and recovery costs of, the Final Instalment;
- agree to the Units being registered in the name of
the Security Trustee; and
- be bound by the Security Trust Deed and the
Constitution.
The Security Trustee will hold the Units on trust for
Investors, subject to the Security Interest, whilst the
Final Instalment remains outstanding.
It is important to note that the Security Interest
Holder has full recourse to an Investor for payment of
all outstanding amounts, including Interest and Fees
and the Final Instalment.
The terms and conditions of the Instalment Receipts
are set out in the Security Trust Deed which is
summarised in this Section 4. The security trust
arrangements constitute a series of separate trusts,
one for each Unit, rather than a single trust. The
rights and obligations attaching to the Units are set
out in the Constitution which is summarised in
Section 15.1.
4.2 Payment of Final Instalment
Each Investor is obliged to pay the Final Instalment
when it is due on the Final Instalment Payment Date.
Investors shown in the Instalment Receipt register
five Business Days prior to the Final Instalment
Payment Date will be required to pay the Final
Instalment to the Security Interest Holder. The
Security Interest Holder will send Investors a
payment notice 30 Business Days before the Final
Instalment is due.
When a sale or transfer of an Instalment Receipt
occurs in accordance with the process set out in
Sections 3.6 or 3.7, the obligation to pay the Final
Instalment is also transferred from the former
Investor to the new Investor.