KPMG - IERE

such incurred costs and such increased value, which the Directors consider should properly be borne
by the new Shareholders investing in the Company through the Offer. The Existing Shareholders
would benefit accordingly as and when they dispose of their Shares in the Offer or subsequently.
Further details of these arrangements are set out in paragraph 2.1 of Part XII of this Prospectus.
Initial Fees and Expenses
The initial fees and expenses of the Company, which are payable following Admission, are fees and
expenses which arise from the Placing, the Public Offer and Admission. These include financial
advisory and placing fees (including fees payable in respect of the Shares sold by the Existing
Shareholders), the Administrator’s set-up fee, the Registrar and Transfer Agent’s fee, the Depositary
Agent and Receiving Agent’s fee, listing and Admission fees, legal and accounting fees, tax advisory
fees, the Independent Valuer’s fees, printing, advertising and distribution costs and any other initial
expenses. The Directors estimate that, on the basis that all Shares under the Offer are issued, these
initial fees and expenses will not exceed 5.8 per cent. of the Initial Gross Proceeds.
Ongoing and Annual Fees and Expenses
The Group will also incur ongoing and annual fees and expenses. These fees and expenses are
incidental to the management, administration and continuation of the Group over the period until the
Company is wound up.
The ongoing and annual fees and expenses include, but are not limited to, the following:
* The Investment Manager’s base management fee, which will be 0.95 per cent. per annum
(plus VAT thereon, if applicable) of Adjusted Gross Assets calculated and payable monthly
in arrear. Any fee paid to the Investment Manager will be fully charged to income. The
Investment Manager will also be entitled to be reimbursed by the Company for costs and
expenses incurred by it in obtaining legal, tax, regulatory and specialist advice for the
investment and management of the Group’s assets to the extent that it is reasonable in the
circumstances. In addition, the Investment Manager will be entitled to an annual
performance fee, the details of which are set out in the section headed ‘‘Investment
Management Agreement’’ above.
* The Administrator’s fee, which will be determined in accordance with Luxembourg
*
financial services practice.
The Custodian’s fee, which will be determined in accordance with Luxembourg banking
practice.
* The Registrar and Transfer Agent’s fee, which will be determined in accordance with
Luxembourg financial services practice.
* Each Director will initially be paid a fee of A30,000 per annum (A52,000 for the Chairman
and A35,000 for the chair of the audit committee) (plus VAT thereon, if applicable).
The total ongoing and annual fees and expenses payable by the Company will include, but are not
limited to, regulatory fees, printing fees, announcement fees, fees of preparing and printing the report
and accounts and other documents for Shareholders, independent valuer’s fees, directors’ and officers’
liability insurance, legal fees, audit fees and other expenses (plus VAT thereon, if applicable).
It is estimated that these expenses of the Group for the year ending 30 September 2007 (excluding the
initial fees and expenses referred to above) are not expected, on the basis of the Assumptions, will
not exceed 1.25 per cent. per annum of the Adjusted Gross Assets.
Fees and expenses of the Property Subsidiaries
Ongoing and Annual Fees and Expenses
The Property Subsidiaries will each also incur ongoing and annual expenses. These expenses are
incidental to the management, administration and continuation of the relevant company and the
management of the properties.
The ongoing and annual fees payable by each of the Property Subsidiaries will include, but are not
limited to, its relevant portion of the fees payable to the Investment Manager, the property managers,
its directors, its administrator, bank interests, regulatory fees, independent valuers’ fees, property
acquisition costs and related stamp duty, rent review fees, letting fees, property valuation fees,
property management fees, insurance costs, legal and accounting fees, tax advisory fees, costs and
expenses incurred in appointing specialist advisers and other fees and expenses (and any VAT
thereon, if applicable).
49