SDOT2 Product Disclosure Statement - Stockland

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- the Wholesale Investor and the Trust will subscribe
for 10,090,777 and 24,722,404 Series A and
Series B MPT Notes respectively and additional
MPT Notes to acquire their share of the
establishment costs of MPT and the costs of
acquiring the Property, all at $1.00 per note on
Final Allocation;
- until Lease Commencement, the Series A MPT
Notes will require interest be paid on their face
value at the rate of 5.75% per annum. The Series
B MPT Notes will require interest be paid on their
face value at the rate of 8.23% per annum. The
Series A and Series B MPT Notes will be
unsecured;
- on Lease Commencement and provided that the
conditions precedent are satisfied, the Wholesale
Investor and the Trust will subscribe for such
number of ordinary units in MPT as the number of
MPT Notes they hold, with the consideration to be
given by way of promissory note;
- MPT will deliver to the Wholesale Investor and the
Trust the promissory notes received as
consideration for the ordinary units in MPT for
which they subscribe on Lease Commencement,
in satisfaction of the principal amount on all of the
MPT Notes, and the MPT Notes will thereby be
extinguished;
- on Lease Commencement provided the conditions
precedent are satisfied, Stockland Trust, the
Wholesale Investor and the Trust will subscribe for
300,653,914 additional ordinary units in MPT so
that they each hold the following proportions of
ordinary units in MPT:
Stockland Trust 31%
Wholesale Investor 20%
Trust 49%
- if Lease Commencement does not occur before 1
July 2008 (which date may be accelerated by
Stockland Development advising MPT that Lease
Commencement cannot be achieved by 1 July
2008 or delayed by unanimous approval of MPT
unitholders) or if the conditions precedent to
Lease Commencement are not satisfied, MPT will
repay the principal amount on all of the MPT
Notes and the holders of the MPT Notes will not
be required to subscribe for ordinary units in MPT.
In this instance, Stockland Trust has agreed to
guarantee to MPT payment of such an amount of
money (either through subscription for ordinary
units in MPT or by a loan) as is required by it to
enable it to repay the principal amount on all of
the MPT Notes;
- pre-emptive rights exist between the unitholders
in MPT in the event that a unitholder in MPT
wishes to sell or defaults under the deed, which
are described in Section 3.5;
- a special committee, comprising a representative
of each unitholder in MPT, will be formed to,
amongst other things:
- review, consider, decide and give directions to
MPT on all proposals and recommendations
from MPT which relate to the acquisition,
disposal, management or development of assets
of the Trust, and strategic matters affecting the
Property and any other assets of MPT;
- monitor the leasing program and capital
expenditure program;
- review breaches by the Property manager of
the terms of its agreement with MPT and to
review any decision to terminate the Property
manager; and
- review, consider, decide and give directions to
the responsible entity of MPT in relation to any
decision concerning the Optus Lease which is
likely to have a material effect on the value of
the Property of greater than $1,000,000.
- Whilst there are three unitholders in MPT, a
resolution of the special committee will be passed
by a majority vote on a show of hands. A poll
cannot be demanded. If there are more than
three unitholders, then a resolution of the special
committee will be passed by a majority vote on a
poll; and
- the Unitholders will not exercise any rights under
the law or the constitution of MPT nor take any
action to, amongst other things:
- sell the Property;
- terminate the Optus Lease; or
- bring about the termination or the winding up
of MPT,
unless consistent with the rights under the
Agreement for Lease and unanimously approved in
writing by the unitholders of MPT.