SDOT2 Product Disclosure Statement - Stockland

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15.
Additional
Information (cont.)
15.4 Underwriting Agreement
SMFL has entered into the Underwriting Agreement
with Westpac and STML as responsible entity of
Stockland Trust as Underwriters of the Offer. Under
the terms of the Underwriting Agreement, the
Underwriters guarantee to SFML that they will
subscribe for any of the 85,867,000 Units that are not
applied for by Investors. The obligations of the
Underwriters are several in that:
- Westpac has agreed to underwrite 85% of the
Units the subject of the Offer; and
- STML as responsible entity of Stockland Trust has
agreed to underwrite the remaining 15% of the
Units the subject of the Offer.
SFML must pay a fee to the Underwriters which
SFML will pay from the establishment fee payable to
SFML by the Trust on Final Allocation (refer to Section
9.1).
SFML must accept all valid Applications provided that
the acceptance of the Applications does not cause
SFML to breach the Constitution.
An Underwriter may terminate its obligations under
the Underwriting Agreement if any of the following
events occur:
- an insolvency event occurs in respect of SFML or
the Trust;
- a condition precedent to the underwriting is not
satisfied, including completion of due diligence
procedures, execution of transaction documents
or debt drawdown;
- the PDS content is or becomes misleading or
deceptive, there is an omission from the PDS,
certain persons withdraw their consent to be
named in the PDS, or ASIC takes regulatory action
in relation to the PDS;
- a PDS in-use notice is not lodged with ASIC by the
required time;
- without the prior consent of the Underwriters, with
such consent not to be unreasonably withheld, the
agreed timetable for the Offer is delayed by more
than five Business Days, the capital structure of
SFML or the Trust is altered, or the constitution of
SFML or the Trust is amended; or
- there is a material adverse change in the financial
position of SFML or the Trust, or a new law or
policy results in, or could reasonably be expected
to result in, a material adverse change to the
Offer, the PDS or the income tax position of the
Trust.
An Underwriter may terminate its obligations under
the Underwriting Agreement if any of the following
events occur and the Underwriter forms the
reasonable opinion that the event will have a material
adverse effect on the success of the Offer:
- SFML fails to perform its obligations under a
transaction document (as defined in the
agreement), or comply with a clause of its
constitution or the Trust's constitution, the law or
ASIC policy, or an event of default occurs under a
finance document (as defined in the agreement);
- SFML makes a false or misleading statement, or
there is any material omission from, the PDS or
SFML otherwise comes under an obligation to
issue a supplementary or replacement PDS;
- SFML charges or agrees to charge the whole or a
substantial part of the assets of SFML or the Trust
other than as disclosed in the PDS;
- the 90-day dealer's bill rate reaches a level which
is 100 basis points more than the rate at the close
of trading on the Business Day immediately
before the date of execution of the Underwriting
Agreement;
- there is an outbreak or major escalation of
hostilities, anti-government terrorist activities or a
national emergency declared in Australia, the
United Kingdom, the United States of America or
certain other countries;
- there is a general moratorium or material
disruption in commercial banking or security
settlement or clearance services in Australia, the
United States of America or the United Kingdom,
or trading in all securities quoted or listed on the
Australian Stock Exchange, the London Stock
Exchange or the New York Stock Exchange is
suspended or limited such that it becomes, in the
reasonable opinion of the Underwriter,
impracticable to market the Offer or to enforce
contracts to issue and allot or sell the
underwritten Units;