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AIMS PROPERTY SECURITIES FUND — Capital/Financing Update 2012
May 24, 2012
64402_rns_2012-05-24_fb3f7573-b4d9-40f1-8952-c3e84ed2b070.pdf
Capital/Financing Update
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ASX Code: MPS SGX Code: MacCookPSF
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25 May 2012
ASX Announcement
MacarthurCook Property Securities Fund Entitlement Offer Open and dispatch of Offer Booklet
MacarthurCook Fund Management Limited as responsible entity of the MacarthurCook Property Securities Fund announces the fully underwritten non-renounceable 13:15 Entitlement Offer announced on 11 May 2012, opens today and closes at 7.00pm Sydney time (5.00pm Singapore time) on 8 June 2012.
An Offer Booklet and personalised Entitlement and Acceptance Form (or personalised Singapore Application Form as applicable) will be dispatched today to all Eligible Unitholders (and Eligible Singapore CDP Account Holders) (as defined in the Offer Booklet).
A copy of the Offer Booklet is attached to this announcement and accordingly is available on the ASX and SGX websites as of today.
For further information please contact the Responsible Entity on +61 2 9217 2727.
Yours faithfully
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Moni An
Company Secretary
MacarthurCook Fund Management Limited
Head Office Sydney: Level 16, Central Square 323 Castlereagh Street, Sydney NSW 2000 Australia PO Box K222 Haymarket NSW 1240 Australia Client Services: 1300 655 197, 1300 362 117 Fax: +612 9281 7611 Email: [email protected] Website: www.macarthurcook.com.au
MacarthurCook Group MacarthurCook Fund Management Limited ABN 79 004 956 558 AFS Licence No: 258052 MacarthurCook Investment Managers Limited ABN 45 099 054 074 Licence No: 225357 SEC No: 801-66388 MacarthurCook Real Estate Funds Limited ABN 32 126 766 167 AFSL No: 318261
Sydney Melbourne Beijing Shanghai Tianjin Guangzhou Hong Kong Singapore
About MacarthurCook:
MacarthurCook Fund Management Limited (MacarthurCook) is a wholly owned subsidiary of the AIMS Financial Group (AIMS), which specialises in the investment management of direct property, real estate securities and mortgage assets.
MacarthurCook and AIMS manage over A$1.5 billion on behalf of over 20,000 Investors/borrowers as at 21 December 2010 and are the investment managers for the CWH Australia Trust, MacarthurCook Office Property Trust, MacarthurCook Mortgage Fund, Advance Mortgage Fund, MacarthurCook Property Securities Fund and the RMR Asia Pacific Real Estate Fund. AIMS also manages, in a joint-venture arrangement with AMP Capital, the AIMS-AMP Capital Industrial REIT in Singapore.
The MacarthurCook Property Securities Fund is listed on the ASX and the Singapore Exchange. The AIMS-AMP Capital Industrial REIT is listed on the Singapore Exchange. The RMR Asia Pacific Real Estate Fund is listed on the New York Stock Exchange.
About AIMS Financial Group:
Established in 1991, AIMS Financial Group is an Australian company with a solid track record and enviable reputation in the mortgage and securitisation markets. It has expanded to become an international financial group focusing on funds management, real estate investment, securitisation and mortgage lending.
AIMS is a 100% Australian owned business that has operated in Australia for nearly 20 years. AIMS started in Australia with only two staff and today have in excess of 100 staff in Australia. AIMS has been very active in introducing international investors into the Australian real estate market. During this time AIMS has attracted significant investment in Australian direct property from its international clients. Since 1999, AIMS has raised directly and indirectly approximately A$3 billion in funds from the Australian capital markets, with most of the RMBS (Residential Mortgage Backed Securities) rated AAA by both Standard & Poors and Fitch Ratings.
With offices across Australia and China and highly qualified, professional and experienced cross-cultural teams, AIMS Financial Group bridges the gap between Australia and China in various markets, especially in real estate, resources, technology, infrastructure, banking and financial services.
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MACARTHURCOOK PROPERTY SECURITIES FUND
OFFER BOOKLET
Non-renounceable Entitlement Offer
A 13 for 15 entitlement offer by MacarthurCook Fund Management Limited, as responsible entity for the MacarthurCook Property Securities Fund at A$0.035 or S$0.044 per New Unit to raise up to A$5.869 million
Entitlement Offer closes at 7.00pm (Sydney time) (5.00pm Singapore time) on 8 June 2012
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
If you are an Eligible Unitholder or an Eligible Singapore CDP Account Holder, this is an important document which is accompanied by an Entitlement and Acceptance Form or Singapore Application Form (for Eligible Singapore CDP Account Holders) and requires your immediate attention. The documents should be read in their entirety. If you are in doubt about what to do, you should consult your professional adviser without delay.
This Entitlement Offer is fully underwritten by
MacarthurCook Fund Management Limited (in its personal capacity)
in Australia
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Financial Adviser for the Entitlement Offer
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IMPORTANT NOTICE
Responsible Entity
MacarthurCook Fund Management Limited (ABN 79 004 956 558) ( Responsible Entity ) is the responsible entity and manager of MacarthurCook Property Securities Fund (ARSN 111 442 150) ( MPS or the Fund ) and the issuer of the New Units and Additional Units offered under this Offer Booklet. The Responsible Entity is solely responsible for this Offer Booklet. The Responsible Entity's Australian Financial Services Licence (AFSL) number is 258052.
Important document
This Offer Booklet is dated 25 May 2012. It is provided for information purposes only, and it is not, and it does not purport to be, a prospectus or other disclosure document. It has not been lodged with ASIC. The Entitlement Offer is being made without disclosure to investors in accordance with section 1012DAA of the Corporations Act (as modified by ASIC Class Order 08/35). Accordingly, this Offer Booklet does not contain all of the information that a prospective investor may require to make an investment decision and it does not contain all of the information that would otherwise be required by Australian law or any other law to be disclosed in a prospectus. The information in this Offer Booklet does not constitute a securities recommendation or financial product advice.
This Offer Booklet has not been lodged or registered as a prospectus with the MAS and the Entitlement Offer will be offered in Singapore only pursuant to the exemptions set out in Subdivision (3) of Division 1A, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (Singapore Securities and Futures Act). Accordingly, the Responsible Entity has not offered or sold and will not offer or sell the Entitlement Offer nor will it circulate or distribute the Offer Booklet or any other offering document or material relating to the Entitlement Offer, either directly or indirectly, in Singapore other than in circumstances under which such offer, sale, circulation or distribution is permitted under the Singapore Securities and Futures Act, in particular pursuant to section 282X(3)(e) of the Singapore Securities and Futures Act or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the Singapore Securities and Futures Act as amended from time to time. This Entitlement Offer may be made pursuant to section 282X(3)(e) of the Singapore Securities and Futures Act as (a) the Fund is a business trust which is not registered in Singapore, and (b) the units of the Fund are listed for quotation on the SGX and such listing is a secondary listing and (c) the Entitlement Offer is made to existing Unitholders of the Fund. The Responsible Entity is therefore making the Entitlement Offer pursuant to and in reliance on section 282X(3)(e) of the Singapore Securities and Futures Act. Before accepting your Entitlement or applying for Additional Units under the Shortfall Facility, you should carefully read and understand the publically available information on MPS and the Entitlement Offer, MPS's Annual Financial Report for the financial year ended 30 June 2011, MPS's Half Yearly Report and Accounts for the half year ended 31 December 2011, and other announcements that have been made available at www.macarthurcook.com.au or www.asx.com.au or www.sgx.com.
It is important that you carefully read this Offer Booklet and the accompanying Entitlement and Acceptance Form (or Singapore Application Form as applicable) in their entirety before deciding to invest in MPS. You should seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. ASIC, the ASX, the MAS, the SGX and CDP take no responsibility for the content of this Offer Booklet.
Forward-looking statements
This Information contains certain "forward-looking" statements. The words "anticipated", "expected", "projections", "forecast", "estimated", "could", "may", "target", "consider" and "will" and other similar expressions are intended to identify forward-looking statements. Forward looking statements, opinions and estimates provided in this Information are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. The Responsible Entity assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Responsible Entity and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Information. Neither the Responsible Entity nor any other person warrants or guarantees the future performance of the New Units or Additional Units or any return on any investment made pursuant to this Information.
Currency Amounts
The Fund's financial statements are published in Australian dollars. In this Offer Booklet, all references to currency are in Australian dollars unless otherwise state. References to A$ are to Australian dollars, the lawful currency of the Commonwealth of Australia and references to S$ are to Singapore dollars, the lawful currency of the Republic of Singapore.
Exchange Rates
Where amounts have been converted from Australian currency to Singapore currency, a A$/S$ exchange rate of S$1.25956 for A$1.00, which was the A$/S$ exchange rate as at 10 May 2012, has been used, unless otherwise stated. Although the A$/S$ exchange rate will fluctuate, the Issue Price will remain fixed at A$0.035 and S$0.044. References to the maximum amount to be raised are approximate only. They are calculated using the A$/S$ exchange rate specified above but will vary as a consequence of fluctuations in the exchange rate.
Defined terms and abbreviations
Terms and abbreviations used in this Offer Booklet are defined in the Glossary (see section 7).
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CONTENTS
| 1. | LETTER TO UNITHOLDERS | 4 |
|---|---|---|
| 2. | OVERVIEW OF THE ENTITLEMENT OFFER | 9 |
| 3. | HOW TO APPLY – ELIGIBLE UNITHOLDERS | 11 |
| 4. | HOW TO APPLY – ELIGIBLE SINGAPORE CDP ACCOUNT HOLDERS | 14 |
| 5. | COPIES OF RELEVANT ANNOUNCEMENTS | 17 |
| 6. | IMPORTANT INFORMATION | 39 |
| 7. | GLOSSARY OF TERMS | 50 |
| 8. | CORPORATE DIRECTORY | 54 |
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1. LETTER TO UNITHOLDERS
Dear Investor
MacarthurCook Fund Management Limited ( Responsible Entity ), as responsible entity for the MacarthurCook Property Securities Fund ( Fund ), is pleased to invite Eligible Unitholders to participate in a capital raising for the Fund as announced on 11 May 2012. The capital raising takes the form of a non-renounceable Entitlement Offer ( Entitlement Offer ) to raise up to A$5.869 million, through the issue of a maximum of 167,707,085 new fully paid units in the Fund.
Proceeds from the Entitlement Offer will be used to repay part of the Fund's existing debt facilities and pay the expenses of the Entitlement Offer. The Responsible Entity has secured an extension to the existing debt facility with OCBC so that the repayment formerly due on 31 March 2012 is now payable upon settlement of the Entitlement Offer.
To ensure certainty of raising sufficient funds to repay the March Repayment and partially fund the June Repayment under the OCBC Debt Facility, MacarthurCook Fund Management Limited (in its personal capacity) ( Underwriter ) has agreed to fully underwrite the Entitlement Offer. The Underwriter’s obligations are guaranteed by AIMS Group Holding Pty Limited ( AIMS ), the parent company of the Responsible Entity. Under the terms of the Underwriting Deed, the Underwriter is entitled to receive a fee of 5.5% of the underwritten amount, being A$5.869 million. AIMS has also agreed to sub-underwrite the Entitlement Offer.
Eligible Unitholders with registered addresses in Australia, New Zealand and Singapore as at the Record Date are being offered the opportunity to subscribe for 13 new fully paid ordinary Units for every 15 fully paid ordinary Units held in the Fund. Eligible Singapore CDP Account Holders may instruct CDP to apply for new fully paid Units in the Fund.
The New Units are offered at a fixed issue price of A$0.035 or S$0.044 per New Unit. Eligible Unitholders may subscribe for New Units in either currency. Eligible Singapore CDP Account Holders may only instruct CDP to subscribe on their behalf in Singapore dollars.
The Issue Price represents a 39.55% discount to the volume weighted average price of Units traded on the ASX over the 10 trading days up to and including 7 May 2012. The Issue Price in Singapore dollars was calculated by applying the Australian-Singapore exchange rate of S$1.25956 for A$1.00.1
Eligible Unitholders and Eligible Singapore CDP Account Holders may also apply for Additional Units under a Shortfall Facility. The number of Additional Units under the Shortfall Facility will be limited to the extent of any shortfall under the Entitlement Offer and Corporations Act requirements. Applications under the Shortfall Facility will be satisfied in full before any of the shortfall flows through to the Underwriter. The Independent Directors reserve the right to issue any shortfall at their discretion. The Independent Directors have determined that the shortfall will be allocated between Eligible Unitholders who apply for Additional Units on a pro rata basis according to each unitholders' holding on the Record Date and applicable Corporations Act requirements.2
Potential Effect on Control of the Fund
The Responsible Entity has designed the Entitlement Offer to encourage all Unitholders to participate in full. However, the Entitlement Offer and underwriting arrangements may have an effect on control of the Fund. AIMS has agreed to sub-underwrite the full amount of the Entitlement Offer. At present, AIMS (and its associates) have a relevant interest in 19.99% of the units in the Fund.
1 The exchange rate as at 10 May 2012, the day before the announcement of the Entitlement Offer.
2 In the case of Singapore CDP Account Holders, the pro rata allocation will be based on the number of units which are standing to the credit of their CDP Securities Account as at the Record Date.
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If all Eligible Unitholders take up their Entitlements in full, the relevant interest of AIMS (and its associates) will not change. If further sub-underwriting commitments are obtained, this may change the potential effect that the Entitlement Offer may have on control of the Fund.
The following table shows the potential effect that the Entitlement Offer may have on control of the Fund at various levels of take-up under the Entitlement Offer assuming that AIMS takes up its full Entitlement and no unitholders participate in the Shortfall Facility. If Eligible Unitholders and Eligible Singapore CDP Account Holders participate in the Shortfall Facility, this will reduce the potential effect that the Entitlement Offer will have on control of the Fund.
| Take-up under Entitlement Offer* |
Relevant interest post Entitlement Offer | Relevant interest post Entitlement Offer |
|---|---|---|
| AIMS | Other unitholders | |
| 100% | 19.99% | 80.01% |
| 75% | 29.29% | 70.71% |
| 50% | 38.57% | 61.43% |
| 25% | 47.86% | 52.14% |
| 0% | 57.14% | 42.86% |
- Assuming that AIMS takes up its full Entitlement.
Eligible Singapore CDP Account Holders
Eligible Singapore CDP Account Holders may instruct CDP to apply for New Units under the Entitlement Offer and Additional Units under the Shortfall Facility on their behalf. Eligible Singapore CDP Account Holders can only instruct CDP to apply for New Units (and Additional Units) on their behalf in Singapore dollars. Eligible Singapore CDP Account Holders should carefully read section 4 of this Offer Booklet and the instructions in the Singapore Application Form accompanying this Offer Booklet.
Ineligible Unitholders
Unitholders with a registered address outside of Australia, New Zealand and Singapore are unable to participate in this Entitlement Offer. However, the Responsible Entity has appointed BBY Limited as a nominee broker to sell the New Units to which Ineligible Unitholders would have otherwise been entitled. If BBY Limited can sell the New Units for a price in excess of the Issue Price, BBY Limited will remit the excess to the Ineligible Unitholders (net of any costs or expenses). The nominee sale facility does not apply for Ineligible Singapore CDP Account Holders.
Pelorus Proposal
On 4 April 2012, Pelorus convened a meeting to seek Unitholder approval to replace MacarthurCook Fund Management Limited as the responsible entity of the Fund with TFML Limited (a subsidiary of BlackWall).
The Pelorus Proposal does not affect the Entitlement Offer. The Entitlement Offer will proceed to enable the repayments due under the OCBC Debt Facility to be made. This is consistent with the Responsible Entity's strategy of stabilising the Fund’s balance sheet.
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The Responsible Entity does not support the Pelorus Proposal for the following reasons:
1. Litigation between the Responsible Entity and RFML Limited – The Responsible Entity is suing RFML Limited (a subsidiary of Pelorus) which was the responsible entity of ASX listed trust P-REIT. The Responsible Entity is suing RFML Limited in its capacity as responsible entity of P-REIT and in its personal capacity. On 9 May 2012, TFML Limited (a subsidiary of BlackWall) became the responsible entity of P-REIT. If Pelorus is successful in replacing MacarthurCook Fund Management Limited as responsible entity of MPS, TFML may be the responsible entity of both P-REIT and MPS and would then be in a position of irreconcilable conflict.
2. Impact on NTA of MPS’ investment in P-REIT – MPS holds 10.9% of the units in P-REIT. In October 2011, P-REIT was listed on the ASX at an issue price of $0.25 per unit. As at 9 May 2012 the unit price had fallen to $0.088 which represents a 64.8% decline in value which equates to a reduction in the Fund’s NTA of $0.019 per Unit.
3. Inability to Liquidate MPS – If the Pelorus Proposal is successful, Blackwall intends on undertaking an asset sale programme and return the net proceeds to Unitholders. The Responsible Entity considers this strategy fundamentally flawed and cannot be implemented within any short to medium time frame without incurring significant losses.
4. The Responsible Entity's strategy for MPS – Since AIMS took over MacarthurCook Limited in August 2009, the Responsible Entity's stated objective has been to stabilise MPS’ balance sheet through substantially reducing the OCBC Debt Facility. Since this time, the OCBC Debt Facility has been reduced from $44.5 million to $16.8 million. The Entitlement Offer is consistent with this strategy.
5. Voting Intentions of AIMS – The parent company of the Responsible Entity and the largest Unitholder intends to vote against the Pelorus Proposal.
6. Event of Default – It will be an event of default under the OCBC Debt Facility if MacarthurCook Fund Management Limited ceases to be the responsible entity for the Fund. If MacarthurCook Fund Management is replaced as responsible entity and OCBC decides to exercise its rights when there is an event of default, this could have significant negative consequences for the Fund, including the appointment of a receiver.
Recommendation – The Responsible Entity recommends that Unitholders take no action until the Responsible Entity responds fully to the Pelorus Proposal.
Fund’s Debt Amortisation Strategy
As noted above, since AIMS took over MacarthurCook Limited in August 2009, the Responsible Entity’s strategy has been to reduce the OCBC Debt Facility in order to stabilise the Fund’s balance sheet. Since August 2009, the Fund’s OCBC Debt Facility has been reduced from $44.5 million to $16.8 million, prior to the Entitlement Offer. The Responsible Entity will continue with its strategy of reducing the OCBC Debt Facility.
After completion of the Entitlement Offer, the Fund will have sufficient funds to meet the repayment of $4.6 million now due on settlement of the Entitlement Offer and, with other funds from operations, meet the repayment due on 30 June 2012 of $1.5 million. The Responsible Entity expects to receive capital distributions from underlying funds that are in the process of selling properties and winding up and/or funds from selective assets sales to meet the repayment due on 30 September 2012 of $6.0 million. In December 2012, if the outstanding amount under the OCBC Debt Facility is less than $5.0 million, the Responsible Entity is reasonably confident of obtaining refinance through a new lender, or otherwise conducting selective asset sales to meet the final repayment. Please also see the Investor Presentation in section 5 of this Offer Booklet.
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Distributions to Unitholders
Under the OCBC Debt Facility, the Fund is not able to make any distributions to Unitholders until the full amount of the OCBC loan is repaid. Undertaking the Entitlement Offer will assist the Fund in meeting its debt amortisation schedule. Once the OCBC Debt Facility has been repaid in full or refinanced, the Responsible Entity currently intends to recommence regular income distributions. However, the future distribution policy will be dictated, to a certain degree, by the circumstances at the relevant time with regards to certain factors such as the income distributions received from the underlying investments, debt servicing requirements (if any) and the Fund’s constitution.
Further Information
The information contained in this Offer Booklet is important. Please read it carefully in its entirety before deciding to invest in New Units (or Additional Units). For further information regarding your Entitlement or if you have any questions in respect of the Entitlement Offer, please contact the Registry (see below for details) or your professional adviser.
ASX-traded Units
SGX-traded Units
Computershare Investor Services Pty Limited Boardroom Limited Ph: 1300 728 429 or + 61 3 9415 4349 Ph: +65 6536 5355 Fax: +65 6536 1360
It is important to note that the Entitlement Offer is expected to close at 7.00 pm (Sydney time) / 5.00 pm (Singapore time) on 8 June 2012.
We encourage you to consider this investment opportunity and thank you for your ongoing support.
Yours faithfully
Independent Directors MacarthurCook Fund Management Limited
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SUMMARY OF THE ENTITLEMENT OFFER AND KEY DATES
| Key investment aspects | |
|---|---|
| Entitlement | 13 New Units for every 15 Units held on Record Date |
| Issue Price of New Units | A$0.035 or S$0.044 per New Unit |
| Number of New Units to be issued under the Entitlement Offer |
167,707,085 |
| Amount to be raised under the Entitlement Offer | A$5.869 million |
| *Key dates ** | |
| Announcement of Entitlement Offer | 11 May 2012 |
| Securities quoted on an ex-entitlement basis | 15 May 2012 on ASX 17 May 2012 on SGX |
| Record Date for Entitlement Offer | 21 May 2012 7:00pm (Sydney time) / 5:00pm (Singapore time) |
| Entitlement Offer Opens | 25 May 2012 |
| Entitlement Offer Closes (latest time for receipt of acceptance forms) |
8 June 2012 7.00pm (Sydney time) / 5.00pm (Singapore time) |
| Announcement of shortfall notification | 14 June 2012 |
| Settlement of New Units and Additional Units | 15 June 2012 |
| Allotment of New Units and Additional Units | 19 June 2012 |
| Expected trading of New Units and Additional Units on ASX and SGX |
20 June 2012 |
| Expected despatch of holding statements | 21 June 2012 |
- These dates are indicative only and are subject to change without notice. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, the Responsible Entity reserves the right to amend the timetable including to extend the closing date for the Entitlement Offer, to close the Entitlement Offer early, to withdraw the Entitlement Offer at any time prior to the allotment of New Units under the Entitlement Offer and/or to accept late applications either generally or in specific cases. If the closing date is extended, the subsequent dates may also be extended.
Enquiries
If you have any questions, please call the Registry, or consult your stockbroker, accountant or other independent professional adviser.
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2. OVERVIEW OF THE ENTITLEMENT OFFER
2.1 The Entitlement Offer
The Entitlement Offer is an offer of 13 new units ( New Units ) for every 15 Units held in the Fund ( Entitlement ) as at 7.00pm Sydney time (5.00pm Singapore time) on 21 May 2012 ( Record Date ) to raise up to A$5.869 million. A maximum of 167,707,085 New Units will be issued under the Entitlement Offer at an Issue Price of A$0.035 or S$0.044 per New Unit. Eligible Unitholders may subscribe in either Australian or Singapore dollars. Eligible Singapore CDP Account Holders may only subscribe in Singapore dollars. The Issue Price in Singapore dollars was calculated using the Australian-Singapore exchange rate of S$1.25956 for A$1.00, which was the exchange rate as at 10 May 2012, the day before the announcement of the Entitlement Offer.
The Issue Price of A$0.035 or S$0.044 represents a 39.55% discount to the volume weighted average price of Units traded on the ASX over the 10 trading days up to and including 7 May 2012.
The proceeds from the Entitlement Offer will be used to repay part of the Fund's existing debt and pay the expenses of the Entitlement Offer. The Responsible Entity has secured an extension to the existing debt facility with OCBC so that the repayment formerly due on 31 March 2012 is now payable upon completion of the Entitlement Offer.
The Entitlement Offer opened on 25 May 2012 and is available to Unitholders who have a registered address in Australia, New Zealand or Singapore as at the Record Date ( Eligible Unitholders ). The Entitlement Offer will close on 8 June 2012 at 7.00pm Sydney time (5.00pm Singapore time).
Persons who hold units in the Fund that are traded on Singapore Exchange Securities Trading Limited ( SGX ) and whose units are registered in the name of Central Depository Pte Limited ( CDP ) ( Singapore CDP Account Holders ) may instruct CDP to apply for New Units on their behalf based on the number of units which are standing to the credit of their Securities Account as at the Record Date. Eligible Singapore CDP Account Holders may only instruct CDP to subscribe for New Units on their behalf in Singapore dollars, at the Issue Price of S$0.044. Further information on how Eligible Singapore CDP Account Holders may instruct CDP is at section 4 of this Offer Booklet.
2.2 Shortfall Facility
Eligible Unitholders may apply for Units in excess of their Entitlement ( Additional Units ) under a shortfall facility ( Shortfall Facility ). Eligible Singapore CDP Account Holders may also instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf. Applications under the Shortfall Facility will be satisfied in full before any shortfall will flow through to the Underwriter. Any Additional Units will be limited to the extent of any shortfall under the Entitlement Offer and Corporations Act requirements. Unitholders should satisfy themselves that they are able to acquire Additional Units in accordance with applicable laws before applying for (or instructing CDP to apply for) Additional Units.
The Independent Directors reserve the right to issue any shortfall at their discretion. The Independent Directors have determined that to the extent that applications under the Shortfall Facility exceed any shortfall under the Entitlement Offer, the applications will be scaled back according to applicants' pro rata unitholding as at the Record Date (in the case of Eligible Singapore CDP Account Holders, the pro rata allocation will be based on the number of units which are standing to the credit of their Securities Account as at the Record Date) and applicable Corporations Act requirements. The shortfall allocation process is described in detail at section 6.27 of this Offer Booklet.
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2.3 Eligible Unitholders
Eligible Unitholders who have a registered address in Australia, New Zealand or Singapore are being offered the opportunity to subscribe for 13 New Units for every 15 Units in MPS held at the Record Date at the Issue Price.
Eligible Unitholders should read section 3 of this Offer Booklet and the instructions on the Entitlement and Acceptance Form for details on how to apply for their New Units under the Entitlement Offer and Additional Units under the Shortfall Facility.
2.4
Eligible Singapore CDP Account Holders
The units held by Singapore CDP Account Holders are registered in the name of CDP. Singapore CDP Account Holders are not considered Eligible Unitholders as they are not the registered holder of Units. However, Eligible Singapore CDP Account Holders as at the Record Date may instruct CDP to apply for their Provisional Allotment of New Units in Singapore dollars on their behalf based on the number of units which are standing to the credit of their Securities Account as at the Record Date and may instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf.
Please note that only those Singapore CDP Account Holders who had mailing addresses registered with CDP in Singapore on the Record Date, or who had at least three (3) market days prior to the Record Date, provided CDP with addresses in Singapore for the service of notices and documents are Eligible Singapore CDP Account Holders and are entitled to instruct CDP to apply for New Units and Additional Units.
Eligible Singapore CDP Account Holders should read section 4 of this Offer Booklet and the instructions in the Singapore Application Form for details on how to apply for their Provisional Allotment of New Units under the Entitlement Offer and Additional Units under the Shortfall Facility.
2.5 Ineligible Unitholders
Unitholders with a registered address not in Australia, New Zealand or Singapore are Ineligible Unitholders and cannot subscribe for New Units or Additional Units.
Ineligible Unitholders are defined in section 6.3 of this Offer Booklet and Ineligible Unitholders should read section 6.4 of this Offer Booklet in relation to the nominee sale facility which will be implemented in respect of each of your holdings. The nominee sale facility does not apply for Ineligible Singapore CDP Account Holders.
2.6 Particular investment objectives and circumstances
Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspect of the Entitlement Offer. You should also refer to the “Risks” contained on slides 20 to 23 of the Investor Presentation dated 11 May 2012 announced on ASX and SGX on that date and included in section 5 of this Offer Booklet.
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3. HOW TO APPLY – ELIGIBLE UNITHOLDERS
This section sets out details on how Eligible Unitholders may apply for New Units under the Entitlement Offer and Additional Units under the Shortfall Facility. Eligible Singapore CDP Account Holders should see section 4 of this Offer Booklet.
3.1 Complete and return the accompanying Entitlement and Acceptance Form with your application monies or make a payment by BPAY ®
If you are an Eligible Unitholder, you may do any one of the following:
-
(a) take up all or part of your Entitlement;
-
(b) apply for Additional Units in excess of your Entitlement under the Shortfall Facility; or
-
(c) do nothing, in which case all of your Entitlement will lapse.
If you decide to take up all or part of your Entitlement, or apply for Additional Units under the Shortfall Facility, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via BPAY by following the instructions set out on the personalised Entitlement and Acceptance Form.
The Responsible Entity will treat you as applying for as many New Units and Additional Units as your payment will pay for in full, subject to the scale-back of your allocation of Additional Units (in whole or in part under the Shortfall Allocation Process). If you are paying by BPAY, please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that Form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Additional Units on the Entitlement and Acceptance Form to which that Reference Number applies.
If you take no action you will not be allocated New Units and your Entitlement will lapse. Your Entitlement to participate in the Entitlement Offer is non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred. Eligible Unitholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.
You must take up and pay for all or part of your Entitlement before the closing date of the Entitlement Offer of 7:00pm (Sydney time) / 5.00 pm (Singapore time) on 8 June 2012, to be allotted New Units.
New Units (and any Additional Units) will be allotted on 19 June 2012.
The Responsible Entity also reserves the right (in its absolute discretion) to reduce the number of New Units allocated to Eligible Unitholders, or persons claiming to be Eligible Unitholders, if their claims prove to be overstated or if they or their nominees fail to provide information to substantiate their claims.
11
® Registered to BPAY Pty Ltd ABN 69 079 137 518
3.2 Acceptance of the Entitlement Offer
The method of acceptance of the Entitlement Offer will depend on your method of payment being:
(a) by BPAY; or
- (b) by cheque, bank draft or money order.
By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY, you will be deemed to have represented to the Responsible Entity that you are an Eligible Unitholder (as defined in section 6.1) and to have made the representations in sections 6.5 and 6.6 of this Offer Booklet.
3.3 Payment by BPAY
For payment by BPAY, please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique Reference Number). You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.
Please note that should you choose to pay by BPAY:
-
you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that personalised Entitlement and Acceptance Form;
-
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Units which is covered in full by your Application Monies; and
-
If you apply for Additional Units under the Shortfall Facility, you are deemed to have applied for such whole number of Additional Units which is covered by your Application Monies, subject to any scale-back under the Shortfall Allocation Process.
It is your responsibility to ensure that your BPAY payment is received by the Registry by no later than 7.00pm (Sydney time) on 8 June 2012 (subject to variation). You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment and you should therefore take this into consideration when making payment.
Any Application Monies received for more than your final allocation of New Units or Additional Units under the Shortfall Facility will be refunded to you. No interest will be paid on any Application Monies received or refunded.
3.4 Payment by cheque, bank draft or money order
For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions set out on that form and return it accompanied by a cheque, bank draft or money order in Australian or Singapore currency for the amount of the Application Monies, payable to “MacarthurCook Entitlement Offer” and crossed “Not Negotiable”.
Your cheque, bank draft or money order must be:
- for an amount equal to A$0.035 or S$0.044 multiplied by the number of New Units (and Additional Units, if any) that you are applying for; and
12
- in Australian currency drawn on an Australian branch of a financial institution or in Singapore currency drawn on a Singapore branch of a financial institution.
You should ensure that sufficient funds are held in the relevant account(s) to cover the Application Monies. Dishonoured cheques will not be re-presented. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Units (and Additional Units, if any) you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Units (and Additional Units, if any) as your cleared Application Monies will pay for (and taken to have specified that number of New Units on your personalised Entitlement and Acceptance Form, with cleared Application Monies being first applied to specified applications for New Units). Alternatively, your application will not be accepted.
Any Application Monies received for more than your final allocation of New Units or Additional Units under the Shortfall Facility will be refunded to you. No interest will be paid on any Application Monies received or refunded.
3.5 Mail or Delivery
It is important to note that in order to participate in the Entitlement Offer, your payment must be received by the Registry no later than 7.00pm (Sydney time) / 5.00 pm (Singapore time) on 8 June 2012. If not paying by BPAY, your completed Entitlement and Acceptance Form, together with Application Monies, should be mailed to the Registry at:
Mail to:
Computershare Investor Services Pty Limited GPO Box 52 Melbourne, VIC 3001
3.6 Questions about the Entitlement and Acceptance Form
Eligible Unitholders should direct any questions in relation to the Entitlement and Acceptance Form to the Registry at:
Computershare Investor Services Pty Limited Ph: 1300 728 429 or + 61 3 9415 4349
13
4. HOW TO APPLY – ELIGIBLE SINGAPORE CDP ACCOUNT HOLDERS
This section sets out details on how Eligible Singapore CDP Account Holders may instruct CDP to apply for New Units under the Entitlement Offer and Additional Units under the Shortfall Facility. Eligible Unitholders should see section 3 of this Offer Booklet.
4.1 CDP Account Holders
Singapore CDP Account Holders are not Eligible Unitholders for the purposes of this Entitlement Offer as they are not registered holders of Units. However, Eligible Singapore CDP Account Holders as at the Record Date can instruct CDP to accept the Entitlement Offer on their behalf in respect of the Units corresponding with the Units they hold to the credit of their Securities Account on the Record Date. Eligible Singapore CDP Account Holders may also instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf.
The number of New Units Provisionally Allotted to each Eligible Singapore CDP Account Holder is indicated in the personalised Singapore Application Form. In calculating the Provisional Allotment of New Units for each Eligible Singapore CDP Account Holder, fractional entitlements have been disregarded such that each Eligible Singapore CDP Account Holder's entitlement is rounded down to the nearest whole number of New Units. The Securities Accounts of each Eligible Singapore CDP Account Holder have been credited by CDP with the number of New Units Provisionally Allotted to them as indicated in the Singapore Application Form.
4.2 How to instruct CDP to apply for New Units or Additional Units on your behalf
If you are an Eligible Singapore CDP Account Holder as at the Record Date, you may do any one of the following:
-
(a) instruct CDP to take up all or part of the New Units Provisionally Allotted to you in the Singapore Application Form;
-
(b) instruct CDP to apply for Additional Units on your behalf under the Shortfall Facility in excess of your Provisional Allotment; or
-
(c) do nothing, in which case all of your provisional Entitlement will lapse.
If you decide to instruct CDP to take up all or part of your provisional Entitlement, or instruct CDP to apply for Additional Units under the Shortfall Facility, please complete and return to CDP the personalised Singapore Application Form with the requisite Application Monies by following the instructions set out in the personalised Singapore Application Form.
If CDP is not instructed by you as an Eligible Singapore CDP Account Holder in respect to your provisional Entitlement, CDP will not take any action for those provisional allotments it does not take up and those provisional Entitlements will lapse.
For the purposes of the Singapore Application Form for New Units, any reference made to an electronic application shall be taken to include an application made via SGX-SSH Service. By completing and returning your Singapore Application Form you are deemed to have given the instructions set out in section 6.7 to CDP.
14
4.3 Payment
Eligible Singapore CDP Account Holders may pay for New Units (or Additional Units, if any) in Singapore dollars only.
Payment must be made by banker’s draft or cashier’s order in Singapore currency made payable to “ CDP – MACARTHURCOOK ENTITLEMENT OFFER ACCOUNT” . Eligible Singapore CDP Account Holders should complete and sign the Singapore Application Form and return it together with A SINGLE REMITTANCE as payment (in Singapore dollars) for the full amount due on acceptance and (if applicable) application by hand to:
MacarthurCook Fund Management Limited (as manager of MacarthurCook Property Securities Fund) c/o The Central Depository (Pte) Ltd 4 Shenton Way #02-01 SGX Centre 2 Singapore 068807
OR
By post in the self-addressed envelope provided (affixed with adequate Singapore postage, at your own risk) to:
MacarthurCook Fund Management Limited (as manager of MacarthurCook Property Securities Fund) c/o The Central Depository (Pte) Ltd Robinson Road Post Office PO Box 1597 Singapore 903147
In each case so as to arrive no later than 5.00 p.m. (Singapore time) on the Closing Date of 8 June 2012.
No combined cashier’s order or banker’s draft for different Securities Accounts or other form of payment (including the use of a personal cheque, postal order or money order issued by a post office in Singapore) will be accepted.
CDP shall be entitled to process each Singapore Application Form submitted for the acceptance of New Units (or Additional Units, if any) on its own, without regard to any other application and payment that may be submitted by the same Eligible Singapore CDP Account Holder. For the avoidance of doubt, insufficient Application Monies for an application may render the application invalid, evidence of payment (or overpayment) in other applications shall not constitute, or be construed as, an affirmation of such invalid application.
Any Application Monies received for more than an Eligible Singapore CDP Account Holder's Provisional Allocation of New Units or Additional Units under the Shortfall Facility will be refunded to the Eligible Singapore CDP Account Holder. No interest will be paid on any Application Monies received or refunded.
4.4 Acceptance of New Units and/or Application for Additional New Units through the SGX-SSH Service (for Depository Agents only)
Depository Agents may accept applications for provisional New Units and Additional Units through the SGX-SSH Service provided by CDP as listed in Schedule 3 of the Terms and Conditions for User Services for Depository Agents. CDP has been authorised by the Responsible Entity to receive such acceptances and applications on their behalf. Such acceptances and applications will be deemed to be irrevocable and subject to each of the terms and conditions contained in the Singapore Application Form and this Offer Booklet as if the Singapore Application Form had been completed and delivered to CDP.
15
4.5 Questions about the Singapore Application Form
Eligible Singapore CDP Account Holders should contact their brokers or direct any questions in relation to the Singapore Application Form, to the Registry at:
Boardroom Limited 50 Raffles Place, #32-01, Singapore Land Tower, Singapore 048623. Ph: +65 6536 5355 Fax: +65 6536 1360
16
5. COPIES OF RELEVANT ANNOUNCEMENTS
17
ASX Code: MPS SGX Code: MacCookPSF
==> picture [126 x 97] intentionally omitted <==
11 May 2012
ASX Announcement
MacarthurCook Property Securities Fund Non-Renounceable Entitlement Offer
MacarthurCook Fund Management Limited as responsible entity of the MacarthurCook Property Securities Fund (" Responsible Entity ") refers to its announcement on 4 May 2012 in relation to the withdrawal of the entitlement offer announced to the market on 20 April 2012.
The Responsible Entity is pleased to announce that it is today launching a new fully underwritten, non-renounceable entitlement offer (" Entitlement Offer ") for holders of units in the MacarthurCook Property Securities Fund (" Fund ") to raise up to A$5.869 million. The Entitlement Offer is an offer of 13 new units (" New Units ") for every 15 units held in the Fund (" Entitlement ") as at 7.00 pm Sydney time (5.00 pm Singapore time) on 21 May 2012 (" Record Date ").
Proceeds from the Entitlement Offer will be used to repay part of the Fund's existing debt facilities and pay the expenses of the Entitlement Offer. The Responsible Entity has secured an extension to the existing debt facility with OCBC so that the repayment formerly due on 31 March 2012 is now payable upon settlement of the Entitlement Offer.
The issue price for New Units will be fixed at A$0.035 or S$0.044, calculated using the Australian-Singapore exchange rate of S$1.25956 for A$1.00 as at 10 May 2012 (" Issue Price "). Eligible Unitholders may elect to subscribe for their New Units in either currency. The Issue Price of A$0.035 or S$0.044 represents a 39.55% discount to the volume weighted average price of units traded on the ASX over the 10 trading days up to and including 7 May 2012.
The Entitlement Offer will open on 25 May 2012 and will be available to unitholders who have registered addresses in Australia, New Zealand or Singapore as at the Record Date (" Eligible Unitholders "). The Entitlement Offer will close on 8 June 2012 at 7.00pm Sydney time (5.00pm Singapore time).
==> picture [416 x 78] intentionally omitted <==
BBY Limited (AFSL 238095) is acting as financial adviser to the Responsible Entity and has provided the Responsible Entity with advice in respect to, among other things, the pricing of the Entitlement Offer.
Singapore CDP Account Holders
Persons who hold units in the Fund that are traded on Singapore Exchange Securities Trading Limited (“ SGX ”) and whose units are registered in the name of Central Depository Pte Limited (“ CDP ”) as at the Record Date (" Singapore CDP Account Holders ") may instruct CDP to apply for New Units on their behalf based on the number of units which are standing to the credit of their CDP securities account as at the Record Date.
To be eligible to participate in the Entitlement Offer and Shortfall Facility (see below), Singapore CDP Account Holders must have registered addresses with CDP in Singapore on the Record Date or provide CDP with an address in Singapore on or before 16 May 2012. Singapore CDP Account Holders who do not have addresses in Singapore or do not provide CDP with an address in Singapore on or before 16 May 2012 will not be able to participate in the Entitlement Offer and Shortfall Facility.
Shortfall Facility
Eligible Unitholders may apply for New Units in excess of their Entitlement (" Additional Units ") under a shortfall facility (" Shortfall Facility "). Singapore CDP Account Holders may also instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf. Any Additional Units will be limited to the extent of any shortfall under the Entitlement Offer.
Additional Units issued under the Shortfall Facility will be limited to the extent that there is any shortfall under the Entitlement Offer and Corporations Act requirements. Applications under the Shortfall Facility will be satisfied in full before any of the shortfall flows through to the underwriter and sub-underwriter. Unitholders should satisfy themselves that they are able to acquire Additional Units in accordance with applicable laws before applying for (or instructing CDP to apply for) Additional Units.
The Independent Directors reserve the right to issue any shortfall at their discretion. The Independent Directors have determined that to the extent that applications under the Shortfall Facility exceed any shortfall under the Entitlement Offer, the applications will be scaled back according to applicants' pro rata unitholding as at the Record Date (in the case of Singapore CDP Account Holders, the pro rata allocation will be based on the number of units which are standing to the credit of their CDP securities account as at the Record Date) and applicable Corporations Act requirements.
2
Timetable
| ASX | SGX | |
|---|---|---|
| Item | ||
| Date | Date | |
| Announcement date | 11 May | 11 May |
| Notice sent to Unitholders (Eligible and Ineligible) | 14 May | 14 May |
| Securities quoted "ex" rights | 15 May | 17 May |
| Record date to determine entitlements | ||
| (7.00pm Sydney time / 5.00pm Singapore Time) | 21 May | 21 May |
| Opening date and despatch of Offer Booklet | 25 May | 25 May |
| Closing Date of Rights Issue | 8 June | 8 June |
| (7.00pm Sydney time / 5.00pm Singapore Time) | ||
| ASX and SGX notified of under subscriptions | 14 June | 14 June |
| (10.00am Sydney time) | ||
| Settlement | 15 June | 15 June |
| Allotment of securities under rights issue | 19 June | 19 June |
| and Despatch Date | ||
| Trading of New Units commences | 20 June | 20 June |
| Mailout of Holding Statements | 21 June | 21 June |
These dates are indicative only and are subject to change without notice. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, the Responsible Entity reserves the right to amend the timetable including to extend the closing date for the Entitlement Offer, to close the Entitlement Offer early, to withdraw the Entitlement Offer at any time prior to the allotment of New Units under the Entitlement Offer and/or to accept late applications either generally or in specific cases. If the closing date is extended, the subsequent dates may also be extended.
Underwriting and sub-underwriting arrangements
MacarthurCook Fund Management Limited (AFSL 258052) in its personal capacity (" MacarthurCook ") has agreed to fully underwrite the Entitlement Offer under an underwriting deed. AIMS Group Holding Pty Ltd (" AIMS "), the ultimate holding company of MacarthurCook, is also a party to the underwriting deed. AIMS has agreed to exercise its powers as holding company to ensure that MacarthurCook performs its commitments as underwriter under the underwriting deed between the parties on 14 April 2012. AIMS has also agreed to pay to the
3
Responsible Entity on demand any amount that MacarthurCook fails to pay the Responsible Entity in respect of underwritten units.
AIMS has also agreed to fully sub-underwrite the Entitlement Offer. AIMS and its associates have a relevant interest in 19.99% of the units in the Fund. If all Eligible Unitholders take up their Entitlements in full, the relevant interest of AIMS (and its associates) will not change.
The following table shows the potential effect that the Entitlement Offer may have on control of the Fund at various levels of take-up under the Entitlement Offer assuming that AIMS takes up its full Entitlement and no unitholders participate in the Shortfall Facility. If Eligible Unitholders and Singapore CDP Account Holders participate in the Shortfall Facility, this will reduce the potential effect that the Entitlement Offer will have on control of the Fund.
| Take-up under | Relevant interestpost Entitlement Offer | Relevant interestpost Entitlement Offer |
|---|---|---|
| Entitlement Offer* | AIMS | Other unitholders |
| 100% | 19.99% | 80.01% |
| 75% | 29.29% | 70.71% |
| 50% | 38.57% | 61.43% |
| 25% | 47.86% | 52.14% |
| 0% | 57.14% | 42.86% |
- Assuming that AIMS takes up its full Entitlement.
If there is a material effect on control of the Fund following completion of the Entitlement Offer by virtue of AIMS increasing its relevant interest pursuant to the underwriting and sub-underwriting arrangements, AIMS has confirmed to the Responsible Entity that it has no intention to change the operation of the Fund from the manner in which it is currently operated by the Responsible Entity. The Responsible Entity will continue to operate the Fund and perform the functions conferred on it by the Fund's constitution and all applicable laws and follow the operational strategy for the Fund as outlined in the 2011 Annual Report and subsequent announcements to unitholders.
Pelorus Proposal
On 4 April 2012, BlackWall Property Funds Limited, a subsidiary of Pelorus Private Equity Limited ( "Pelorus "), has convened a meeting of unitholders where it will seek unitholder approval to replace MacarthurCook Funds Management Limited as the responsible entity of the Fund with TFML Limited (" Pelorus Proposal ").
4
The Pelorus Proposal does not affect the Entitlement Offer. The Entitlement Offer will proceed to enable the repayments due under the OCBC debt facility to be made. This is consistent with the Responsible Entity's strategy of stabilising the Fund’s balance sheet.
On 20 April 2012, the Responsible Entity indicated that it did not support the Pelorus Proposal and provided a summary of the reasons for this. Further to these reasons, OCBC has informed the Responsible Entity that it will be an event of default under the debt facility with OCBC if MacarthurCook Funds Management Limited ceases to be the responsible entity of the Fund.
The Responsible Entity will provide a comprehensive written response to the Pelorus Proposal which it will send to all unit holders shortly.
Further information
Eligible Unitholders and Singapore CDP Account Holders as at the Record Date will receive an offer booklet and a personalised entitlement and acceptance form which will provide further details of how to participate in the Entitlement Offer and Shortfall Facility or instruct CDP (as applicable).
For further information please contact the Responsible Entity on +61 2 9217 2727.
Yours faithfully
==> picture [91 x 64] intentionally omitted <==
==> picture [172 x 49] intentionally omitted <==
John Love Richard Nott Director Director MacarthurCook Fund Management Limited MacarthurCook Fund Management Limited
5
About MacarthurCook:
MacarthurCook Fund Management Limited (MacarthurCook) is a wholly owned subsidiary of the AIMS Financial Group (AIMS), which specialises in the investment management of direct property, real estate securities and mortgage assets.
MacarthurCook and AIMS manage over A$1.5 billion on behalf of over 20,000 Investors/borrowers as at 21 December 2010 and are the investment managers for the CWH Australia Trust, MacarthurCook Office Property Trust, MacarthurCook Mortgage Fund, Advance Mortgage Fund, MacarthurCook Property Securities Fund and the RMR Asia Pacific Real Estate Fund. AIMS also manages, in a joint-venture arrangement with AMP Capital, the AIMS-AMP Capital Industrial REIT in Singapore.
The MacarthurCook Property Securities Fund is listed on the ASX and the Singapore Exchange. The AIMS-AMP Capital Industrial REIT is listed on the Singapore Exchange. The RMR Asia Pacific Real Estate Fund is listed on the New York Stock Exchange.
About AIMS Financial Group:
Established in 1991, AIMS Financial Group is an Australian company with a solid track record and enviable reputation in the mortgage and securitisation markets. It has expanded to become an international financial group focusing on funds management, real estate investment, securitisation and mortgage lending.
AIMS is a 100% Australian owned business that has operated in Australia for nearly 20 years. AIMS started in Australia with only two staff and today have in excess of 100 staff in Australia. AIMS has been very active in introducing international investors into the Australian real estate market. During this time AIMS has attracted significant investment in Australian direct property from its international clients. Since 1999, AIMS has raised directly and indirectly approximately A$3 billion in funds from the Australian capital markets, with most of the RMBS (Residential Mortgage Backed Securities) rated AAA by both Standard & Poors and Fitch Ratings.
With offices across Australia and China and highly qualified, professional and experienced cross-cultural teams, AIMS Financial Group bridges the gap between Australia and China in various markets, especially in real estate, resources, technology, infrastructure, banking and financial services.
6
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Contents
-
Executive Summary
-
Rationale for the Rights Offer
-
Overview of the Rights Offer
-
Underwriting of the Rights Offer
-
Potential effects on Control
-
Sources and Uses of Funds
-
Key Metrics of the Rights Offer
-
Offer Timetable
-
Balance Sheet Gearing
-
Pro-forma Balance Sheet Post Rights Offer
-
Look Through Gearing
-
NTA Impact of Rights Offer
-
Litigation with RFML
-
Pelorus ASX Announcement
-
Takeovers Panel Proceedings
-
Fund Strategy
-
Investment Portfolio
-
Portfolio Analysis
-
Key Risks Factor
-
Disclaimer and Important Information
�
Executive Summary
-
MacarthurCook Property Securities Fund ( MPS or the Fund ) is undertaking a fully underwritten Rights Offer to raise funds to repay the debt facility and costs associated with the offer
-
The Rights Offer
-
13 for 15 non-renounceable entitlement offer at A$0.035 or S$0.044 per New Unit to Eligible Unitholders to raise A$5.869 million ( Rights Offer )
-
Eligible Unitholders can subscribe either at A$0.035 or S$0.044, calculated using the Australian-Singapore exchange rate of S$1.25956 for A$1.00 as at 10 May 2012
-
Unitholders may apply for new units in excess of their entitlement under a Shortfall Facility
-
Overseas-Chinese Banking Corporation Limited ( OCBC ) has agreed to extend the Fund’s Termination Date on its debt facility ( OCBC Debt Facility ) to 31 December 2012[1]
-
The net proceeds from the Rights Offer plus cash reserves will allow the Fund to meet its amortisation commitment of $4.6 million due 31 March 2012[2] and $1.5 million due 30 June 2012
-
The issue price for New Units under the Rights Offer of A$0.035 or S$0.044 per New Unit ( Rights Offer Price ) represents a:
-
75.6% discount to the post Rights Offer pro forma NTA of A$0.1438 per unit
-
39.55% discount to the 10-day VWAP on ASX prior to the ASX announcement (up to 7 May 2012)
NOTES
-
Subject to the debt amortisation schedule on slide 4
-
The Responsible Entity has secured an extension to the OCBC Debt Facility so that the repayment formerly due on 31 March 2012 is now payable on the settlement date under the Rights Offer
�
Rationale for the Rights Offer
-
Since AIMS Financial Group ( AIMS ) acquired MacarthurCook Limited, the parent company of MacarthurCook Fund Management Limited in August 2009, the primary focus has been to strengthen the Fund’ balance sheet by reducing the OCBC Debt Facility
-
In June 2009, the Fund’s debt was $44.5 million representing gearing of 38%
-
In June 2010, the Fund’s debt was $36.65 million representing gearing of 36%
-
In June 2011, the Fund’s debt was $25.95 million representing gearing of 31.5%
-
In September 2011, the Fund’s debt was $24.65 million representing gearing of 30.1%
-
On 31 December 2011, the Fund’s debt was $16.8 million representing gearing of 25.6%
-
-
In December 2011, OCBC granted an extension of the Debt Facility to 31 December 2012 subject to the following repayments being made in full on:
-
31 March 2012 payment of A$4.6 million (March Repayment)[1] ;
-
30 June 2012 payment of A$1.5 million (June Repayment);
-
30 September 2012 payment of A$6.0 million (September Repayment); and
-
31 December 2012 payment of A$4.7 million (December Repayment)
-
-
The Independent Directors consider that proceeding with the Rights Offer is the most appropriate course of action to raise sufficient funds to meet the March and June Repayments
-
Post the proposed Rights Offer, the Fund’s pro-forma balance sheet and look through gearing reduces to 19.03% and 60.84% respectively
-
The Responsible Entity has secured an extension to the OCBC Debt Facility so that the repayment formerly due on 31 March 2012 is now payable on the settlement date under the Rights Offer
NOTES
�
Overview of the Rights Offer
-
13 for 15 non-renounceable pro rata entitlement offer to raise A$5.869 million[1]
-
Eligible Unitholders can subscribe in Australian dollars A$0.035 or Singapore dollars S$0.044[2]
-
The Rights Offer is being offered to members with registered addresses in Australia, New Zealand and Singapore only
-
CDP Account Holders on the Record Date may instruct CDP to apply for New Units on their behalf[3]
-
Eligible Unitholders and CDP Account Holders may apply for new units in excess of their entitlements under a Shortfall Facility[4]
-
The Rights Offer is fully underwritten by MacarthurCook Fund Management Limited (in its personal capacity)[5]
| Rights Offer Metrics | ||
|---|---|---|
| New Units being issued Offer Price |
167,707,085 A$0.035 or S$0.044 |
|
| Record Date | 21 May 2012 | |
| Discount to last closing price of A$0.064 2 days prior to ASX announcement (as at 9 May 2012) Discount to 10-day VWAP of A$0.0579 on ASX |
45.3% 39.55% |
|
| (as at 7 May 2012) Pro-forma NTA per New Unit Discount to pro-forma NTA per New Unit |
A$0.1437 75.66% |
- Eligible Unitholders can do nothing, in which case their entitlement will lapse
NOTES
-
The Responsible Entity has determined that a non-renounceable offer is appropriate given the timeframes involved and the trading patterns of units
-
Based on a AUD:SGD exchange rate of A$1.00 = S$1.25956 as at 10 May 2012
-
"CDP Account Holders" are persons who hold units in the Fund that are traded on SGX and whose units are registered in the name of Central Depository Pte Limited
-
Any units issued under the Shortfall Facility will be limited to the extent of any shortfall under the Rights Offer, Corporations Act requirements and the allocation process set out on slide 6.
-
AIMS, as ultimate holding company of the Underwriter, has agreed to ensure the Underwriter performs its commitments under the Underwriting Deed and has agreed to pay the Responsible Entity on demand, any amount that the Underwriter fails to pay to the Responsible Entity in respect of the underwritten units
Allocation under the Shortfall Facility
-
Eligible Unitholders and CDP Account Holders may apply for new units in excess of their entitlements ( Additional Units ) under a Shortfall Facility
-
The issue of Additional Units will be limited to the extent of any shortfall under the Rights Offer and Corporations Act requirements
-
Applications under the Shortfall Facility will be satisfied in full before any shortfall flows through to the underwriter and sub-underwriter
-
To the extent that applications under the Shortfall Facility exceed any shortfall, the applications for Additional Units will be scaled back:
-
Based on applicants' pro rata holdings as at the Record Date[1]
-
If an applicant under the Shortfall Facility has made an application for a number of Additional Units less than the number that the person would otherwise be allocated under this process, then the person will be allocated the amount applied for
-
If, following allocation of the shortfall in the first round, there remains any further shortfall, the above allocation process will be repeated in rounds until the shortfall has been allocated or applications under the Shortfall Facility are satisfied in full
NOTES
- In the case of CDP Account Holders, the number of units standing to the credit of their CDP Securities Account as at the Record Date
�
Potential effect on control
-
The Rights Offer and underwriting arrangements may have an effect on control of the Fund
-
The Rights Offer is fully underwritten by MacarthurCook Fund Management Limited (in its personal capacity) ( Underwriter )[1]
-
AIMS which has voting power of 19.99% in the Fund has agreed to sub-underwrite the full Rights Offer
-
If all unitholders take up their entitlements under the Rights Offer in full, the relevant interest of AIMS (and its associates) will not change
-
The following table shows the potential effect that the Rights Offer may have on control of the Fund at various levels of take-up under the Rights Offer assuming that AIMS takes up its full entitlement and no unitholders participate in the Shortfall Facility
| Take up under the Rights Offer | Relevant interest post Rights Offer | Relevant interest post Rights Offer |
|---|---|---|
| (Assuming AIMS takes up its full entitlement) | ||
| AIMS | Other Unitholders | |
| 100% | 19.99% | 80.01% |
| 75% | 29.29% | 70.71% |
| 50% | 38.57% | 61.43% |
| 25% | 47.86% | 52.14% |
| 0% | 57.14% | 42.86% |
NOTES
-
AIMS, as ultimate holding company of the Underwriter, has agreed to ensure the Underwriter performs its commitments under the Underwriting Deed and has agreed to pay the Responsible Entity on demand, any amount that the Underwriter fails to pay to the Responsible Entity in respect of the underwritten units. Under the Underwriting Deed the Underwriter is entitled to a fee of 5.5% of the underwritten amount of A$5.869 million which equates to approximately A$323,000 (plus GST)
Sources and Uses of Funds
-
Proceeds raised from the Rights Offer will be used to:
-
Repay the March Repayment of A$4.6 million under the OCBC Debt Facility[1]
-
Partially repay the June Repayment of A$1.5 million under the OCBC Debt Facility – the balance of the funds will be derived from cash reserves to meet the repayment in full
-
Pay expenses associated with the Rights Offer
| Equity Sources and Uses | |
|---|---|
| Sources of Funds | |
| Proceeds from the Rights Offer | A$5.869m |
| Total Sources | A$5.869m |
| Application of Funds | |
| Debt Amortisation | A$5.071m |
| Fees & Cost of the Rights Offer | A$0.798m |
| Total Applications | A$5.869m |
- Deferred management fees owing to the Responsible Entity will not be paid from proceeds from the Rights Offer
NOTES
- The Responsible Entity has secured an extension to the OCBC Debt Facility so that the repayment formerly due on 31 March 2012 is now payable on the settlement date under the Rights Offer
�
Key Metrics of the Rights Offer
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Issue Price Discount
75.66%
Discount
39.55% 45.3%
A$0.1438 Discount Discount
A$0.064
A$0.0579
A$0.035
Pro Forma 10-day Closing price on Issue Price
NTA [1] VWAP [2] the day prior to
ASX
announcement [3]
NOTES
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-
See Page 12 for more details on NTA
-
Calculated as at last trading price on ASX on 7 May 2012 being the last trading day prior to the announcement of the Rights Offer
-
Calculated as at last trading price on ASX on 9 May 2012 being the 2 trading days prior to the announcement of the Rights Offer
�
Offer Timetable
| Event1 | ASX Date | SGX Date |
|---|---|---|
| Announcement Date of the Rights Offer with | 11 May 2012 | 11 May 2012 |
| ASX and SGX | ||
| Notice sent to Unitholders | 14 May2012 | 14 May2012 |
| Unitsquoted on an “ex” basis | 15 May2012 | 17 May2012 |
| Record Date for determining entitlements | 21 May 2012 | 21 May 2012 |
| for the Rights Offer | ||
| Rights Offer Booklet sent to Unitholders | 25 May2012 | 25 May2012 |
| Rights Offer opens | 25 May2012 | 25 May2012 |
| Rights Offer closes | 8 June 2012 | 8 June 2012 |
| ASX and SGX notified of under- | 14 June 2012 | 14 June 2012 |
| subscriptions | ||
| Underwriter to settle shortfall with the Issuer | 15 June 2012 | 15 June 2012 |
| Allotment of securities under Rights Offer | 19 June 2012 | 19 June 2012 |
| and despatch date | ||
| Trading of New Units commences | 20 June 2012 | 20 June 2012 |
NOTES
- The timetable above is indicative only - the Responsible Entity reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and other applicable laws
��
NOTES 1. 2.
Balance Sheet Gearing
- The Fund’s balance sheet pro-forma gearing reducing from 25.93% Pre Rights Offer (as at 29 February 2012) to 19.02% Post Rights Offer
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Pro-forma Balance Sheet Gearing [1]
0.37%
25.93%
25.56%
19.02%
31 Dec 2011 Adjustment [2] Pro-forma Pre Pro-forma Post
Rights Offer Rights Offer
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NOTES
-
Balance sheet gearing is calculated as debt divided by total assets
-
Adjustments incorporate asset revaluations and cash movements since 31 December 2011 to 29 February 2012
��
Pro-forma Balance Sheet Post Rights Offer
| Pro Forma Balance Sheet | 31 Dec 21011 | Pro-forma Pre | Adjustment | Pro-forma Post | |
|---|---|---|---|---|---|
| Actual | Rights Offer1 | Rights Offer | |||
| ASSETS | (A$’000) | (A$’000) | (A$’000) | (A$’000) | |
| Cash & cash equivalents | 1,530 | 2,023 | (727) | 1,297 | |
| Other assets | 617 | 518 | 82 | 600 | |
| Investments | 63,575 | 62,242 | 62,242 | ||
| Total Assets | 65,722 | 64,783 | 64,1383 | ||
| LIABILITIES | |||||
| Current borrowings | 16,800 | 16,800 | (4,600) | 12,200 | |
| Other liabilities | 1,122 | 1,1162 | (1,116) | - | |
| Total Liabilities | 17,922 | 17,916 | 12,200 | ||
| Net Assets | 47,800 | 46,867 | 51,939 | ||
| Net Assets Attributable To Unitholders | |||||
| Opening Unitholder’s Funds | 56,429 | 47,800 | 47,800 | ||
| Proceeds from Rights Offer | 5,870 | 5,870 | |||
| Fees & costs associated with Rights Offer | (798) | (798) | |||
| Profit/(Loss) attributable to Unitholders | (8,629) | (933) | (933) | ||
| Closing Unitholder’s Fund | 47,800 | 46,867 | 51,939 | ||
| Units on Issue | 193,508,175 | 193,508,175 | 167,707,085 | 361,215,260 | |
| Net Tangible Asset per Unit | A$0.2470 | A$0.2422 | A$0.1438 |
As at 29 February 2012
The Responsible Entity is entitled to a management fee of 0.45% per annum of the Fund Value and is entitled to be reimbursed for the costs associated with the management and administration of the Fund, which is charged at 0.20% p.a. of Fund Value. Since July 2009, the Responsible Entity has not received fees and charges amounting to approximately $1.116 million in order to assist with the provision of security in connection with the OCBC Debt Facility. OCBC has agreed to allow deferred management fees to be paid to the Responsible Entity if and only of the Responsible Entity is required to underwrite more than $4.744 million worth of units as underwriter.
This amount excludes the recovery of any funds in relation to the litigation involving RFML (see slide 15)
��
Look Through Gearing
- The look through pro-forma gearing reducing from 63.75% Pre Rights Offer to 60.84% Post Rights Offer
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Pro-forma Look Through Gearing [1]
(0.34%)
63.75% 63.41%
60.84%
31 Dec 2011 Adjustment [2] Pro-forma Pre Pro-forma Post
Rights Offer Rights Offer
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NOTES
-
Look through gearing refers to the Fund’s balance sheet gearing and the gearing level of the Fund’s underlying investments
-
Adjustments incorporate asset revaluations and cash movements since 31 December 2011 to 29 February 2012
��
NTA Impact of Rights Offer
-
Pro-forma Net Tangible Assets per Unit (NTA) of A$0.1438
-
Pro-forma debt is A$12.20 million
-
Total Pro-forma Net Tangible Assets of A$51.94 million
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Net Tangible Assets per Unit [1]
(A$0.0048)
A$0.2470 A$0.2422
A$0.1438
31 Dec 2011 Adjustment [2] Pro-forma Pre Pro-forma Post
Rights Offer Rights Offer
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NOTES
-
NTA is calculated as Total Assets – Total Liabilities divided by number of Units on issue
-
Adjustments incorporate asset revaluations and cash movements since 31 December 2011 to 29 February 2012
��
Litigation with RFML
-
As advised in past communications to all Unitholders, the Fund holds 10.9% in P-REIT (formerly known as the Reed Property Trust ( RP Trust ))
-
The majority of this investment is held in 15 million preferred equity units redeemable for A$1.00 per unit valued at A$15.0 million
-
The redemption dates for these units were in November 2008 and December 2008
-
Legal proceedings have been brought against both Reed Funds Management Limited, the responsible entity of RP Trust, and the trust itself seeking redemptions of the Fund’s investment and returns for the period since the redemption was to occur or damages in the alternative
-
These proceedings continue and are listed for hearing on 9 July 2012
-
In October 2011, P-REIT was listed on the ASX at an issue price of $0.25 per unit, which compares to the last traded price of $0.088 per unit on 9 May 2012
-
This represents a decline in the value of the Fund's investment since the time of P-REIT listing on the ASX from A$5.645 million to A1.987 million or a 64.8% decline in value or 1.9 cents per unit on issue
-
The table below represents the value of the Fund’s investment in P-REIT from 27 October 2011 to 9 May 2012
| Date | Unit Price | Number of Units | Value (A$) | Change in Value from |
|---|---|---|---|---|
| previous period | ||||
| 30 June 2010 | $0.38 | 22,581,875 | $8,581,122 | N/A |
| 30 June 2011 | $0.30 | 22,581,875 | $6,774,563 | -21.1% |
| 27 October 2011 | $0.25 | 22,581,875 | $5,645,469 | -16.7% |
| 7 May 2012 | $0.088 | 22,581,875 | $1,987,205 | -64.8% |
��
Pelorus ASX Announcement
-
On 4 April 2012, BlackWall Property Funds Limited, a subsidiary of Pelorus Private Equity Limited ( Pelorus ), announced that it had convened a meeting of unitholders where it will seek unitholder approval to replace MacarthurCook Fund Management Limited as the responsible entity of the Fund with TFML Limited ( Pelorus Proposal )
-
The Pelorus Proposal does not affect the Rights Offer
-
The Rights Offer will proceed in order to enable the March Repayment and the June Repayment of the OCBC Debt Facility to be made
-
This is consistent with the Responsible Entity's strategy of stabilising the Fund’s balance sheet by repaying the OCBC Debt Facility
-
On 20 April 2012, the Responsible Entity indicated that it did not support the Pelorus Proposal and provided a summary of the reasons for this
-
OCBC has informed the Responsible Entity that it will be an event of default under the OCBC Debt Facility if MacarthurCook Funds Management Limited ceases to be the responsible entity of the Fund
-
The Responsible Entity will provide a comprehensive written response to the Pelorus Proposal which it will send to all unit holders shortly
��
Fund’s Strategy
-
Since AIMS took over MacarthurCook Limited in August 2009, the Responsible Entity's strategy has been to reduce the OCBC Debt Facility to stabilise the Fund's balance sheet
-
Since August 2009, the OCBC Debt Facility has been reduced from $44.5 million to $16.8 million (prior to the Rights Offer)
-
The Responsible Entity will continue with the strategy of reducing the OCBC Debt Facility as shown in the table below:
| Repayment Amount Due Potential Source of Funds |
Repayment Amount Due Potential Source of Funds |
Repayment Amount Due Potential Source of Funds |
|---|---|---|
| March Repayment | A$4,600,000 | • Rights Offer |
| June Repayment | A$1,500,000 | • Rights Offer; and • Operating Cashflow |
| September Repayment | A$6,000,000 | • Potential capital distribution resulting from strategic property sales from underlying funds; and • Potential capital distribution resulting from asset sale program of underlying funds that are winding up; and/or • Potential redemption of units in select underlying funds through potential liquidity facilities being re-opened |
| December Repayment | A$4,700,000 | • Potential refinance with a new lender; or • Selective asset sales |
-
Next year (in 2013), if the OCBC Debt Facility has been repaid or refinanced on acceptable terms, the Responsible Entity intends to recommence regular income distributions
-
The Responsible Entity's primary objective is to provide investors with regular income and potential for capital growth and fulfil our obligation to protect investors’ interest in the Fund
��
Investment Portfolio
-
The investment portfolio of the Fund was valued at $62.242 million as at 29 February 2012[1]
-
The investment portfolio provides Unitholders with exposure to 21 different underlying investments with exposure to 306 underlying property assets
| Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
Investment Sector Investment Allocation (%) Fund Ownership of Vehicle (%) Current Unit Price Gearing (Total Interest Bearing Lia./Total Assets) Investment Value ($m) Term Expiry Number of Properties |
|---|---|---|---|---|---|---|---|---|
| Unlisted Securities | ||||||||
| PFA Diversified Property Trust Diversified 15.57% 4.9% $0.87 54.6% $9,688,767 Open-ended 16 |
||||||||
| Australian Unity Office Property Fund | Office | 14.80% | 6.1% | $0.91 | 43.9% | $9,210,111 | Open-ended | 5 |
| Arena Childcare Property Trust Childcare 10.21% 5.1% $0.94 45.0% $6,353,421 Open-ended 202 |
||||||||
| Centuria Direct PropertyFund | Diversified | 10.03% | 18.0% | $0.80 | 17.0% | $6,240,000 | 20-Aug-13 | 2 |
| APN Champion Retail Fund | Retail | 5.12% | 14.4% | $0.40 | 62.7% | $3,188,940 | 1-Oct-13 | 17 |
| Toga Accommodation Fund Hotels 7.23% 3.7% $0.90 60.0% $4,500,000 31-Mar-12 8 |
||||||||
| MPG Bulky Goods Retail Trust | Retail | 7.07% | 19.7% | $1.00 | 58.0% | $4,400,000 | 31-Mar-13 | 3 |
| MacarthurCook Office Property Trust Office 4.80% 35.1% $0.29 38.9% $2,985,187 Open-ended 1 |
||||||||
| Rimcorp Property Trust - No. 4 | Industrial | 4.34% | 19.7% | $0.90 | 57.0% | $2,700,000 | 31-Dec-13 | 4 |
| Arena Office Fund Office 4.15% 2.0% $0.52 56.0% $2,584,000 Open-ended 7 |
||||||||
| Stockland Direct Office Trust No.3 | Office | 3.53% | 6.7% | $0.55 | 59.1% | $2,200,000 | 30-Jun-14 | 4 |
| Austgrowth Property Syndicate #23 Office 2.02% 18.9% $0.36 70.9% $1,260,000 21-Dec-12 1 |
||||||||
| Ray White Invest Service | Service Stations | 0.74% | 18.1% | $0.13 | 0.0% | $457,800 | Winding Up | 1 |
| Centro MCS 33 Retail 1.76% 1.5% $0.73 49.0% $1,095,000 30-Sep-12 5 |
||||||||
| MAB International Retail Trust | Retail | 2.02% | 9.2% | $0.18 | 70.0% | $1,260,000 | 7-Mar-14 | 6 |
| APGF Real Estate Investment Trust Diversified 1.54% 2.6% $0.92 56.0% $959,901 Open-ended 11 |
||||||||
| Domaine Hunter Fund | Diversified | 0.99% | 14.0% | $0.22 | 63.3% | $618,200 | Open-ended | 2 |
| APN/UKA Poland Retail Trust | Retail | 0.00% | 18.5% | $0.00 | 140.2% | $0 | 1-Dec-11 | 1 |
| Total Unlisted Investments 95.9% $59,701,328 |
||||||||
| Listed Securities Current Unit Price |
||||||||
| Blackwall Property Funds Limited Diversified 0.47% 5.4% $0.11 4.3% $290,010 Listed |
||||||||
| P-REIT | Diversified | 2.54% | 10.9% | $0.07 | 46.1% | $1,580,731 | Listed | 6 |
| APN Regional Property Fund Diversified 1.08% 9.8% $0.21 58.7% $670,000 Listed 4 |
||||||||
| Total Listed Investments 4.08% $2,540,741 |
||||||||
| TOTAL INVESTMENTS 100% $62,242,069 |
NOTES
- P-REIT unit price as at 29 February 2012 was $0.07 which compares to the P-REIT unit price as at 19 April 2012 of $0.10
��
Portfolio Analysis
Portfolio by Sector
Portfolio by Manager
Portfolio by Region
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Key Risk Factors
-
There are a number of key risks associated with investing in the Fund
-
The table below aims to highlight the key risks associated with an investment in the Fund and the proposed Rights Offer
-
For more detail on key risk factors refer to slides 21 - 23
| Transaction Specific Risks |
– Termination of Underwriting Deed – Change in substantial unitholding – Lack of liquidity for Units – Trading price of the Units may decline after the Rights Offer |
|---|---|
| Fund Risks | – Income risk – Capital risk – OCBC Debt Facility - default risk – Changes in foreign exchange rates – Interest rate risk – Litigation risk – Pelorus Proposal risk |
| General and Markets Risks |
– General economic risk – Property market risk – AFSL risk – Taxation risk |
��
Key Risk Factors
Transaction specific risks
-
Termination of the Underwriting Deed risk: The obligations of MacarthurCook Funds Management Limited (in its personal capacity) to underwrite the Rights Offer are subject to the satisfaction of a number of conditions precedent and termination events. In the event that the Underwriter terminates the Underwriting Deed, then the Fund may not raise all of the funds proposed to be raised under the Rights Offer, which may have a material adverse impact on the Fund and the value of Units and impact the ability of the Fund to meet its debt amortisation schedule under the OCBC Debt Facility
-
Change in substantial unitholding risk: AIMS, as ultimate holding company of the Underwriter, has agreed to ensure the Underwriter performs its commitments under the Underwriting Deed and has agreed to pay the Responsible Entity on demand, any amount that the Underwriter fails to pay to the Responsible Entity in respect of the underwritten units. AIMS and its associates have a relevant interest in 19.99% of the Units in the Fund. Depending on the level of Unitholder take up under the Rights Offer and participation in the Shortfall Facility, it is possible that AIMS's relevant interest in the Fund may increase from 19.99%% to 57.14% (if no other Unitholders participate in the Rights Offer, Shortfall Facility and no further sub-underwriters are appointed). Accordingly following the Rights Offer, AIMS may have the ability to control or significantly influence matters which are decided at meetings of Unitholders. Resolutions passed at meetings of Unitholders may have an adverse impact on Unitholders who do not support the resolution. In particular, extraordinary resolutions may be passed with the support of 50% of all Unitholders who are entitled to vote on the resolution, and special resolutions may be passed with the support of 75% of those Unitholders who vote on the resolution. Extraordinary resolutions may be sought to wind up the Fund and appoint or replace directors of the Responsible Entity, whilst special resolutions may be sought to take actions including amending the Fund's constitution. See slide 7 for further information on the potential control effects of the Rights Offer on the Fund.
-
Lack of liquidity for Units risk: If Unitholders decide not to take up their entitlement under the Rights Offer, the number of Units not held by AIMS (the sub-underwriter), following the allotment of New Units from the Rights Offer, may be 42.86% and, as a result, the liquidity of Units on ASX and SGX may be reduced
-
Trading price of the Units may decline after the Rights Offer risk: The future trading price of Units in the Fund may be affected by general market conditions or specific circumstances affecting the Fund. It is possible that the Units in the Fund will trade at prices below the Rights Offer Price following the Rights Offer and this may affect the Fund’s ability to raise equity in the future
��
Key Risk Factors
Fund risks
-
Income risk: The level of distribution income the Fund will receive from the underlying investment portfolio can rise as well as fall. This may impact on the Fund’s ability to pay its interest and other expenses as well as its ability to pay a distribution to Unitholders. Returns are affected by the underlying strength of the cash flows, balance sheet and management of the investment vehicles in which the Fund invests
-
Capital risk: A combination of lower property valuations across assets in the underlying investment portfolio and investee mangers being forced to sell assets at short notice to reduce the underlying gearing and provide liquidity to investors may result in a potential material adverse impact of the Fund’s NTA and potentially the Fund’s trading price
-
OCBC Debt Facility - default risk: MPS has secured an extension to the existing OCBC debt facility to 31 December 2012. MPS and OCBC have agreed an amortisation schedule to retire the debt in full on the termination date as disclosed in the Interim Financial Statement for the period ending 31 December 2011 and on slide 4 of this presentation. OCBC has agreed to extend the 31 March 2012 deadline for repayment of the A$4.6 million tranche until the settlement date of the Rights Offer in order to accommodate the Rights Offer. The Responsible Entity intends to implement a number of alternative strategies designed to meet the amortisation schedule including potential refinancing with another lender, monetisation of assets, equity raisings and other capital management initiatives. The Fund’s ability to execute on any of these strategies and initiatives, including availability, relevant terms, conditions and cost may have a material impact on the Fund’s ability to meet the amortisation schedule which may have an impact on the value of MPS’ Units. Should the Fund not able to meet its amortisation schedule (including because the Rights Offer does not proceed or the Underwriter terminates the Underwriting Deed), then the Fund will be in default on the debt facility. In the event of default, OCBC may require full restitution of the full loan amount plus costs on an accelerated basis. Such an event of default is likely to have a material adverse impact on the value of MPS’ Units and may result in a winding up of the Fund
-
Changes in foreign exchange rates risk: the level of income generated by underlying investments that own property outside Australia may be affected by movements in the foreign exchange rates. In some cases, these movements may have a negative impact on the returns paid to the Fund. A weaker Australian dollar will result in the value of investments held in foreign currencies increasing in value. Conversely, a stronger Australian dollar will result in the value of investments held in foreign currencies falling in value
��
Key Risk Factors
-
Interest rates risk: the Fund itself has borrowings, plus the investment vehicles in which the Fund invests may have a level of borrowings. Unfavourable movements in interest rates could lead to increased interest expense which could reduce returns from the Fund. In extreme circumstances, an increase in interest rates could lead to a failure by an investment vehicle (or by the Fund itself) to meet interests obligations or could mean refinancing is not possible. In such an event, the underlying property assets or investments (as applicable) may have to be sold at short notice, which may affect the price received. The Fund does not currently hedge any interest rate exposure
-
Litigation risk: Legal and other disputes may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of the Fund’s assets. The Fund is currently involved in a litigation case against RP Funds Management Limited in its personal capacity and in its capacity as responsible entity of ASX listed P-REIT. In the event that, MPS is not successful in these proceedings there is a risk that it may have a cost awarded against it. Please refer to slide 15 and the Interim Financial Reports and other public announcements for further disclosure in relation to this specific case
-
Pelorus Proposal risk: If the Pelorus Proposal is successful and the Responsible Entity is replaced by TFML Limited, there is a risk that the Fund’s operation will be changed and will no longer continue to operate and follow the strategy as outlined on slide 17. Further, OCBC has informed the Responsible Entity that it will be an event of default under the debt facility with OCBC if MacarthurCook Funds Management Limited ceases to be the responsible entity of the Fund
General economic and market risks
-
Economic risks: The Fund’s operating and financial performance are affected by a range of general economic and business conditions, including changes in interest rates, exchange rates, inflation, general share market conditions, property market conditions, government policy and the general state of the domestic and overseas economies
-
Property market risks: The Fund invests in property securities which are exposed to the general property market. The value of property is affected by a number of risks, such as the rental returns, vacancy rates, building conditions, tenant risks, capital expenditure, competition for property assets resulting from supply and demand factors, underlying debt covenants and general sentiment towards the property market. Changes in the property market may affect the Fund’s income and the Fund’s unit price
-
AFSL risk: If the Responsible Entity lost its Australian Financial Services License (AFSL) it would impact its ability to manage the Fund
-
Taxation risk: Future changes to tax law or changes to the way taxation laws are interpreted in the various jurisdictions in which the Fund operates or makes underlying investments, may correspondingly impact the taxation liability of the Fund or the value of its assets
-
��
Disclaimer and Important Information
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS
Important Notice
This presentation and its appendices (“ Presentation ”) is dated 10 May 2012 and has been prepared by MacarthurCook Fund Management Limited (ABN 79 004 956 558) (“ MacarthurCook ” or “ Responsible Entity ”) which is the responsible entity and manager of the MacarthurCook Property Securities Fund (ARSN 111 442 150)(“ the Fund ” or “ MPS ”) and the issuer of the Units of the Fund offered under the Offer booklet for a non-renounceable entitlement offer (“Offer Booklet ”) . The Responsible Entity is solely responsible for this Presentation. ASIC, the ASX, the SGX and CDP take no responsibility for the content of this Presentation. The Responsible Entity’s Australian Financial Services License (AFSL) number is 258052.
Summary Information
This Presentation contains summary information about MPS as at 10 May 2012. This information is subject to change without notice and does not purport to be complete or comprehensive. It does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with MPS’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (“ ASX ”) which are available at www.asx.com.au
The information in this Presentation has been obtained from or based on sources believed by the Responsible Entity to be reliable. To the maximum extent permitted by law, the Responsible Entity, the underwriter, their affiliates, officers, employees, agents, and advisors do not make any warranty, express or implied as to the currency, accuracy, reliability, or completeness of the information in this Presentation and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence). The Responsible Entity reserves the right to withdraw the Offer or vary the timetable included in this Presentation.
All statistics are as at 29 February 2011 unless otherwise stated. Any gearing and interest cover ratios for MPS included in the Presentation have been calculated in accordance with the formulas stated. These measures are not measures of, or defined terms of, financial performance, liquidity or value under AIFRS or US GAAP, and may not be comparable to similarly titled measures of other companies.
Past Performance
Any past performance information in this Presentation is provided for illustration purposes only and should not be relied upon as (and is not) an indication of future performance. Actual results could differ materially from those referred to in this Presentation.
Future Performance
This Presentation contains “forward-looking” statements. The words “anticipated”, “expected”, “projections”, “forecast”, “estimated”, “could”, “may”, “target”, “consider”, and “will” and other similar expressions are intended to identify forward looking statements. Forward-looking statements, opinion, and estimates are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.
Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from the statements.
An investment in MPS is subject to foreseen and unforeseen risks, including risks associated with a listed security. Some of the risks are beyond the control of MacarthurCook, including possible delays in repayments a loss of income or principal invested. Please refer to the “Key Risks” section of this Presentation for further details. MacarthurCook does not guarantee any particular rate of return or the performance of MPS nor do they guarantee the repayment of capital from MPS or any particular tax treatment of the investment. Investors should have regard to the risks outlined in this Presentation.
Not Financial Product Advice
This Presentation is not financial advice or a recommendation to acquire MPS Units. It has been prepared without taking into account any investor’s objectives, financial situation or needs. Therefore, before making an investment decision, investors should consider, with or without a financial or taxation adviser, the appropriateness of the information in this Presentation having regard to their own objectives, financial situation and needs. Investors should seek such financial, legal or tax advice as they deem necessary or consider appropriate for their particular jurisdiction. Cooling off rights do not apply to the acquisition of MPS Units.
Financial Information
Unless otherwise stated all financial information contained in this Presentation is in Australian dollars. Unless otherwise specified, references to ‘cents’ are to Australian cents.
Not an Offer
This Presentation is not an offer or an invitation to acquire Units in MPS or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “US person” (as defined in Regulation S under the US Securities Act of 1933, as amended (“ Securities Act ”)(“ US Person ”)). MPS Units have not been, and will not be, registered under the Securities Act or the securities laws or any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US Person without being so registered or pursuant to an exemption from registration.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS
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MacarthurCook Fund Management Limited
ABN 79 004 956 558 Telephone +61 2 9217 2727 Facsimile +61 2 9281 7611 [email protected] www.macarthurcook.com.au
Level 16, Central Square 323 Castlereagh Street Sydney NSW 2000
11 May 2012
Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam
MacarthurCook Properties Securities Fund (ASX code: MPS, SGX Code: MacCookPSF) Notification under section 1012DAA(2)(f) of the Corporations Act 2001 (Cth) as modified by ASIC Class Order 08/35 (CO 08/35) – Cleansing Statement
MacarthurCook Fund Management Limited (" Responsible Entity ") as responsible entity of the MacarthurCook Property Securities Fund (the " Fund ") today announced the re-launch of a fully underwritten non-renounceable entitlement offer (" Entitlement Offer ") for holders of units in the Fund to raise up to A$5.869 million. The Entitlement Offer is an offer of 13 new units (" New Units ") for every 15 units held in the Fund (" Entitlement ") as at 7.00 pm Sydney time (5.00 pm Singapore time) on 21 May 2012 (" Record Date ").
Eligible Unitholders[1] may apply for New Units in excess of their Entitlement (" Additional Units ") under a shortfall facility (" Shortfall Facility "). Persons who hold units in the Fund that are traded on Singapore Exchange Securities Trading Limited (" SGX ") and whose units are registered in the name of Central Depository Pte Limited (" CDP ") (" Singapore CDP Account Holders ") may also instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf. Any Additional Units will be limited to the extent of any shortfall under the Entitlement Offer.
The Responsible Entity gives notice under section 1012DAA(2)(f) of the Corporations Act 2001 (Cth) as modified by CO 08/35 (" Corporations Act ") that:
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the Responsible Entity will offer New Units for issue pursuant to the Entitlement Offer without a product disclosure statement being prepared;
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as a disclosing entity, the Responsible Entity (as the issuer of New Units) is subject to regular reporting and disclosure obligations in respect of the Fund;
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as at the date of this notice, the Responsible Entity:
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(a) has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Fund;
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(b) has complied with section 674 of the Corporations Act as it applies to the Fund;
1 A unitholder in the Fund who has a registered address in Australia, New Zealand or Singapore at the Record Date is an eligible unitholder (" Eligible Unitholder ") for the Entitlement Offer.
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there is no "excluded information" within the meaning of sections 1012DAA(8) and 1012DAA(9) of the Corporations Act which is required to be disclosed under section 1012DAA(7)(e) of the Corporations Act; and
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MacarthurCook Fund Management Limited (AFSL 258052) in its personal capacity ( MacarthurCook ) has agreed to fully underwrite the Entitlement Offer under an underwriting deed. AIMS Group Holding Pty Ltd ( AIMS ), the ultimate holding company of MacarthurCook, is also a party to the underwriting deed. AIMS has agreed to exercise its powers as holding company to ensure that MacarthurCook performs its commitments as underwriter under the underwriting deed between the parties on 14 April 2012. AIMS has also agreed to pay to the Responsible Entity on demand any amount that MacarthurCook fails to pay the Responsible Entity in respect of underwritten units. AIMS has also agreed to sub-underwrite the Entitlement Offer.
AIMS and its associates have a relevant interests in 19.99% of the units in the Fund. If all Eligible Unitholders take up their Entitlements in full, the relevant interest of AIMS (and its associates) will not change.
The following table shows the potential effect that the Entitlement Offer may have on control of the Fund at various levels of take-up under the Entitlement Offer assuming that AIMS takes up its full Entitlement and no unitholders participate in the Shortfall Facility. If Eligible Unitholders and Singapore CDP Account Holders participate in the Shortfall Facility, this will reduce the potential effect that the Entitlement Offer may have on control of the Fund.
| Take-up under | Relevant interest post Entitlement Offer | Relevant interest post Entitlement Offer |
|---|---|---|
| Entitlement Offer* | AIMS | Other unitholders |
| 100% | 19.99% | 80.01% |
| 75% | 29.29% | 70.71% |
| 50% | 38.57% | 61.43% |
| 25% | 47.86% | 52.14% |
| 0% | 57.14% | 42.86% |
- Assuming that AIMS takes up its full Entitlement.
If there is a material effect on control of the Fund following completion of the Entitlement Offer by virtue of AIMS increasing its relevant interest pursuant to the underwriting and sub-underwriting arrangements, AIMS has confirmed to the Responsible Entity that it has no intention to change the operation of the Fund from the manner in which it is currently operated by the Responsible Entity. The Responsible Entity will continue to operate the Fund and perform the functions conferred on it by the Fund's constitution and all applicable laws and follow the operational strategy for the Fund as outlined in the 2011 Annual Report and subsequent announcements to unitholders.
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John Love Director MacarthurCook Fund Management Limited
Richard Nott Director MacarthurCook Fund Management Limited
About MacarthurCook:
MacarthurCook Fund Management Limited (MacarthurCook) is a wholly owned subsidiary of the AIMS Financial Group (AIMS), which specialises in the investment management of direct property, real estate securities and mortgage assets.
MacarthurCook and AIMS manage over A$1.5 billion on behalf of over 20,000 Investors/borrowers as at 21 December 2010 and are the investment managers for the CWH Australia Trust, MacarthurCook Office Property Trust, MacarthurCook Mortgage Fund, Advance Mortgage Fund, MacarthurCook Property Securities Fund and the RMR Asia Pacific Real Estate Fund. AIMS also manages, in a joint-venture arrangement with AMP Capital, the AIMS-AMP Capital Industrial REIT in Singapore.
The MacarthurCook Property Securities Fund is listed on the ASX and the Singapore Exchange. The AIMS-AMP Capital Industrial REIT is listed on the Singapore Exchange. The RMR Asia Pacific Real Estate Fund is listed on the New York Stock Exchange.
About AIMS Financial Group:
Established in 1991, AIMS Financial Group is an Australian company with a solid track record and enviable reputation in the mortgage and securitisation markets. It has expanded to become an international financial group focusing on funds management, real estate investment, securitisation and mortgage lending.
AIMS is a 100% Australian owned business that has operated in Australia for nearly 20 years. AIMS started in Australia with only two staff and today have in excess of 100 staff in Australia. AIMS has been very active in introducing international investors into the Australian real estate market. During this time AIMS has attracted significant investment in Australian direct property from its international clients. Since 1999, AIMS has raised directly and indirectly approximately A$3 billion in funds from the Australian capital markets, with most of the RMBS (Residential Mortgage Backed Securities) rated AAA by both Standard & Poors and Fitch Ratings.
With offices across Australia and China and highly qualified, professional and experienced cross-cultural teams, AIMS Financial Group bridges the gap between Australia and China in various markets, especially in real estate, resources, technology, infrastructure, banking and financial services.
6. IMPORTANT INFORMATION
This Offer Booklet, its contents, and accompanying Entitlement and Acceptance Form and Singapore Application Form ( Information ) have been prepared by the Responsible Entity of MPS. This Information is dated 25 May 2012.
No party other than the Responsible Entity has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.
This Information is important and requires your immediate attention.
You should read this Information carefully and in its entirety before deciding whether to apply for New Units or Additional Units under the Shortfall Facility. You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Entitlement Offer.
6.1
Eligible Unitholders
This Information contains an offer of New Units to Eligible Unitholders in Australia, New Zealand and Singapore and has been prepared in accordance with section 1012DAA of the Corporations Act as modified by ASIC Class Order 08/35. Only Eligible Unitholders are eligible to participate in the Entitlement Offer.
Eligible Unitholders are:
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(a) Unitholders at the Record Date in respect of Units acquired prior to the ex-date whose registered address is in Australia, New Zealand or Singapore;
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(b) not a U.S. Person or acting for the account or benefit of a U.S. Person; and
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(c) eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.
6.2 Singapore CDP Account Holders
CDP is the registered holder of all Units traded on the SGX. Legal title to the Units held in the Securities Account is held by CDP and CDP holds the Units (as bare trustee) for and on behalf of Singapore CDP Account Holders who maintain, either directly or through Depository Agents, Securities Accounts with CDP. CDP is therefore the Eligible Unitholder for the purposes of the Entitlement Offer. Singapore CDP Account Holders are not considered Eligible Unitholders as they are not the registered holder of Units.
However, Eligible Singapore CDP Account Holders as at the Record Date may instruct CDP to apply for their Provisional Allotment of New Units based on the number of Units which are standing to the credit of their Securities Account as at the Record Date and may instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf. Eligible Singapore CDP Account Holders should read section 4 of this Offer Booklet and the instructions in the Singapore Application Form. Further, only those Singapore CDP Account Holders who had addresses registered with CDP in Singapore on the Record Date, or who had, at least three market days prior to the Record Date, provided CDP with addresses in Singapore for the service of notices and documents are Eligible Singapore CDP Account Holders and shall be entitled to instruct CDP to apply for the New Units or Additional Units. Ineligible Singapore CDP Account Holders are not entitled to instruct CDP to apply for New Units or Additional Units.
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6.3 Ineligible Unitholders
The Entitlement Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. The Responsible Entity has decided that it is unreasonable to make offers under this Offer Booklet to Unitholders with registered addresses outside Australia, New Zealand and Singapore ( Ineligible Unitholders ) having regard to:
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(a) the number of Unitholders in those places;
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(b) the number and value of the securities they would be offered; and
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(c) the cost of complying with the legal and regulatory requirements in those places.
Accordingly, the Entitlement Offer is not being extended to, and does not qualify for distribution or sale, and no New Units will be issued to Unitholders having registered addresses outside Australia, New Zealand and Singapore.
6.4 Nominee appointed for Ineligible Unitholders
The Responsible Entity has appointed BBY Limited ( Foreign Holder Nominee ) as a nominee to arrange for the sale of New Units which Ineligible Unitholders would have otherwise been entitled to pursuant to section 615 of the Corporations Act.
The Foreign Holder Nominee will be issued the relevant New Units by the Responsible Entity. If the Foreign Holder Nominee can sell the New Units for a price in excess of the Issue Price, the Foreign Holder Nominee will remit the excess to Ineligible Unitholders (net of any costs or expenses).
The Foreign Holder Nominee will have the absolute and sole discretion to determine the timing and the price at which the New Units may be sold and the manner in which any sale is made.
The price at which New Units can be sold will depend on various factors, including market conditions. To the maximum extent permitted by law, neither the Responsible Entity nor the Foreign Holder Nominee, nor their respective related bodies corporate, nor the Directors, officers, employees, agents or advisers of any of them, will be liable for a failure to sell the New Units at any particular price.
6.5 Representations and warranties given by Eligible Unitholders
By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY, you will be deemed to have represented to the Responsible Entity that you are an Eligible Unitholder (as defined in section 6.1) and:
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(a) acknowledge that you have read and understand this Offer Booklet and your Entitlement and Acceptance Form in their entirety;
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(b) agree to be bound by the terms of the Entitlement Offer, the provisions of this Offer Booklet, and the Fund's Constitution;
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(c) authorise the Responsible Entity to register you as the holder of New Units and Additional Units allotted to you;
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(d) declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
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(e) declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
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(f) acknowledge that once the Responsible Entity receives your Entitlement and Acceptance Form or any payment of Application Monies via BPAY, you may not withdraw your application or funds provided except as allowed by law;
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(g) agree to apply for and be issued up to the number of New Units specified in the Entitlement and Acceptance Form (including any Additional Units, if any), or for which you have submitted payment of any Application Monies via BPAY, at the Issue Price per New Unit;
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(h) authorise the Responsible Entity, MacarthurCook, the Registry and their respective officers or agents to do anything on your behalf considered necessary by them for New Units (and Additional Units, if any) to be issued to you, including to act on instructions of the Registry upon using the contact details set out in your Entitlement and Acceptance Form;
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(i) declare that you were the registered holder(s) at the Record Date of the Units indicated on the Entitlement and Acceptance Form as being held by you on the Record Date and that you acquired those Units before the ASX Ex-date;
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(j) acknowledge that the information contained in this Offer Booklet and your Entitlement and Acceptance Form is not investment advice nor a recommendation that New Units or Additional Units are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus, does not contain all of the information that you may require in order to assess an investment in MPS and is given in the context of MPS’s past and ongoing continuous disclosure announcements to ASX;
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(k) acknowledge the statement of risks in the “Risks” section of the Investor Presentation (see section 5 of this Offer Booklet), and that investments in MPS are subject to risk;
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(l) acknowledge that none of the Responsible Entity, MacarthurCook or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Fund, nor do they guarantee the repayment of capital;
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(m) agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Units on the Record Date;
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(n) authorise the Responsible Entity to correct any errors in your Entitlement and Acceptance Form or other form provided by you; and
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(o) represent and warrant that the law of any place does not prohibit you from being given this Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Units or Additional Units under the Shortfall Facility and that you are otherwise eligible to participate in the Entitlement Offer.
6.6 U.S. representations given by Eligible Unitholders
If you submit an Entitlement and Acceptance Form or make a payment via BPAY or otherwise apply to participate in respect of New Units or Additional Units you will be deemed to have represented, warranted and agreed, on behalf of yourself and each person or account for which you are acting, that:
- (a) you understand and acknowledge that neither the New Units nor Additional Units have been, or will be, registered under the U.S. Securities Act or any U.S. state or other securities laws in any jurisdiction, and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws;
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(b) you are not in the United States and are not acting for the account or benefit of a person in the United States; and
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(c) you have not sent and will not send this Offer Booklet, the Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States.
6.7 Deemed instructions given by Singapore CDP Account Holders
In determining the number of New Units Provisionally Allotted for which the Eligible Singapore CDP Account Holders have validly given instructions to apply, the Eligible Singapore CDP Account Holders shall be deemed to have irrevocably given instructions to apply for such number of New Units as stated in their Singapore Application Form or not exceeding the number of New Units Provisionally Allotted which are standing to the credit of the “Free Balance” of their Securities Account as at the Closing Date (whichever is the lesser number). In determining the number of Additional Units under the Shortfall Facility for which the Eligible Singapore CDP Account Holders have validly given instructions to apply, the Eligible Singapore CDP Account Holders shall be deemed to have irrevocably given instructions to apply for such number of Additional Units as stated in their Singapore Application Form. The Responsible Entity and/or CDP, in determining the number of New Units (and Additional Units, if any) for which Eligible Singapore CDP Account Holders have given instructions in respect of, will have regard to the aggregate amount of Application Monies received for the instructions by way of a banker's draft or cashier's order in Singapore currency drawn on a bank in Singapore.
6.8 Terms of Entitlement Offer
New Units and Additional Units issued pursuant to the Entitlement Offer will be fully paid and rank equally with existing Units on issue.
If you are an Eligible Unitholder, your Entitlement is shown in the accompanying Entitlement and Acceptance Form and has been calculated as 13 New Units for every 15 Units you held as at 7.00pm (Sydney time) / 5.00pm (Singapore time) on the Record Date.
Eligible Singapore CDP Account Holders may instruct CDP in respect to their Provisional Allotment of New Units shown on the personalised Singapore Application Form which has been calculated based on 13 New Units for every 15 Units standing to the credit of the Eligible Singapore CDP Account Holder in their Securities Account.
In calculating the New Units for each Eligible Unitholder (and Provisional Allotment of New Units of each Eligible Singapore CDP Account Holder), fractional entitlements to New Units have been disregarded such that applicable Entitlements are rounded down to the nearest whole number of New Units.
If you have more than one registered holding of Units, you will be sent more than one Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.
Please also note that the Entitlement stated on your Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Units on behalf of a U.S. Person (see definition of Eligible Unitholder in section 6.1).
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6.9 Rights attached to New Units
New Units and Additional Units will, once issued, rank equally with existing Units. The rights and liabilities attached to Units are:
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set out in MPS' Constitution, a full copy of which is available on the ASX and SGX websites or upon request from the Responsible Entity; and
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in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law.
6.10 Withdrawal of Entitlement Offer
The Independent Directors reserve the right to withdraw the Entitlement Offer at any time, before the issue of the New Units, in which case the Responsible Entity (or CDP in the case of Singapore CDP Account Holders) will refund Application Monies without payment of interest.
6.11 No cooling off rights
Cooling off rights do not apply to an investment in New Units or Additional Units under the Shortfall Facility. You cannot withdraw your application once it has been accepted, except as allowed by law.
6.12 No Entitlements trading
Entitlements are non-renounceable and cannot be traded on ASX or SGX or any other exchange, nor can they be privately transferred.
6.13 Notice to nominees and custodians
Nominees and custodians should note in particular that the Entitlement Offer is only being made to Eligible Unitholders and that when they are holding Units on behalf of persons in a jurisdiction outside Australia, New Zealand and Singapore they may participate on behalf of that person if that person is not a U.S. Person and is otherwise eligible under applicable securities laws to receive an offer, and be issued New Units, under the Entitlement Offer or Additional Units under the Shortfall Facility, without any requirement for a prospectus or offer document to be lodged or registered. The Responsible Entity is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Units or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary, complies with applicable foreign laws. The Responsible Entity is not able to advise on foreign laws. Eligible Unitholders who are nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.
6.14 Capital Structure
The following table shows the proposed capital structure on completion of the Entitlement Offer.
| Units | Number |
|---|---|
| Approximate number of New Units proposed to be issued under the Entitlement Offer |
167,707,085 |
| Proposed total Units on issue after the Entitlement Offer | 361,215,260 |
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6.15 Director's intentions
Each Director (who is also an Eligible Unitholder as defined in section 6.1) has indicated that they currently intend to fully take up their entire Entitlement in respect of Units held directly and indirectly.
6.16 Not investment advice
This Offer Booklet is provided for information purposes only, and it is not, and it does not purport to be, a prospectus or other disclosure document. This Entitlement Offer is being made without disclosure to investors in accordance with section 1012DAA of the Corporations Act as modified by ASIC Class Order 08/35.
This Offer Booklet is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Responsible Entity is not licensed to provide financial product advice in respect of the New Units. This Information does not purport to contain all the information that you may require to evaluate a possible application for New Units or Additional Units under the Shortfall Facility.
Before deciding whether to apply for New Units or Additional Units (or instruct CDP to apply for New Units or Additional Units in the case of Eligible Singapore CDP Account Holders), you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.
6.17
Taxation implications
The Directors consider that it is not appropriate to give Eligible Unitholders advice regarding the taxation consequences of subscribing for New Units or Additional Units pursuant to this Offer Booklet. Eligible Singapore CDP Account Holders should be aware that participation in the Entitlement Offer may have tax consequences both in Australia and in Singapore. The Responsible Entity, its advisers and its officers do not accept any responsibility or liability for any taxation consequences. As a result, Eligible Unitholders (and Eligible Singapore CDP Account Holders) should consult their own professional tax advisers in connection with subscribing for New Units or Additional Units under this Offer Booklet.
6.18 Offer Booklet availability
Eligible Unitholders in Australia, New Zealand and Singapore can obtain a copy of this Offer Booklet during the period during which the Entitlement Offer is open for acceptance on the Responsible Entity's website at www.macarthurcook.com.au or by calling the Responsible Entity on the numbers listed in the Corporate Directory (see section 8) in this Offer Booklet. Persons who access the electronic version of this Information should ensure that they download and read the entire Information. The electronic version of this Information on the Responsible Entity's website will not include a personalised Entitlement and Acceptance Form (or Singapore Application Form as applicable).
A replacement Entitlement and Acceptance Form can be requested by calling the Registry or the Responsible Entity on the numbers listed in the Corporate Directory (see section 8) in this Offer Booklet.
Eligible Singapore CDP Account Holders will be able to obtain replacement copies of this Offer Booklet or replacement Singapore Application Forms by requesting them from Boardroom Limited, the share registrar in Singapore, at 50 Raffles Place, #32-01, Singapore Land Tower, Singapore 048623.
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Neither this Offer Booklet nor the accompanying personalised Entitlement and Acceptance Form (or Singapore Application Form as applicable) may be distributed to or relied upon by, persons in the United States or that are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.
6.19
Privacy
If you are an existing Unitholder, the Responsible Entity and the Registry have already collected certain personal information from you. If you apply for New Units or Additional Units, the Responsible Entity and the Registry may update personal information that they hold about you, or, where you are not already a Unitholder, collect personal information about you, and you may be asked to provide personal information to the Responsible Entity and the Registry. That personal information is collected to assess your application, service your needs as a Unitholder, fulfil your requests and carry out appropriate administration.
The Responsible Entity and the Registry may disclose your personal information for purposes relating to your application and holding to their related bodies corporate, agents and service providers to assess your application, printers and mailing houses in connection with holder information and communications, and lawyers, accountants, auditors and business consultants to obtain advice. Company and tax law requires some of the information to be collected. If you do not provide the information requested, your application may not be processed efficiently, or at all. You can request access to your personal information by contacting the Responsible Entity through the Registry on the numbers listed in the Corporate Directory (see section 8) in this Offer Booklet.
6.20 Future performance and forward looking statements
Neither the Responsible Entity nor any other person warrants or guarantees the future performance of the New Units or Additional Units or any return on any investment made pursuant to this Information. This Information contains certain "forward-looking" statements. The words "anticipated", "expected", "projections", "forecast", "estimated", "could", "may", "target", "consider" and "will" and other similar expressions are intended to identify forward-looking statements. Forward looking statements, opinions and estimates provided in this Information are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.
Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Responsible Entity and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Information.
6.21
Past performance
Investors should note that the past Unit price performance of the Fund provides no guidance as to future Unit price performance.
6.22
Governing law
This Information, the Entitlement Offer and the contracts formed on acceptance of personalised Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Units and Additional Units submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
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The contract formed on acceptance by CDP of an instruction by a Singapore CDP Account Holder under a Singapore Application Form shall be governed and construed in accordance with Singapore law and each Eligible Singapore CDP Account Holder submits to the exclusive jurisdiction of the courts in Singapore.
6.23 Foreign Jurisdictions
This Information has been prepared to comply with the requirements of the securities laws of Australia, New Zealand and Singapore. The Entitlement Offer is being made in Singapore pursuant to provisions of the Singapore Securities and Futures Act which exempt such offers in Singapore from the prospectus requirements in the Singapore Securities and Futures Act. The New Units being offered under this Information are also being offered to Eligible Unitholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Information is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
This Offer Booklet has not been lodged or registered as a prospectus with the MAS and the Entitlement Offer will be offered in Singapore only pursuant to the exemptions set out in Subdivision (3) of Division 1A, Part XIII of the Singapore Securities and Futures Act. Accordingly, the Responsible Entity has not offered or sold and will not offer or sell the Units or Entitlements nor will it circulate or distribute the Offer Booklet or any other offering document or material relating to the Entitlement Offer, either directly or indirectly, in Singapore other than in circumstances under which such offer, sale, circulation or distribution is permitted under the Singapore Securities and Futures Act, in particular pursuant to section 282X(3)(e) of the Singapore Securities and Futures Act or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the Singapore Securities and Futures Act as amended from time to time.
This Information does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Units or Additional Units, or otherwise permit the public offering of the New Units or Additional Units in any jurisdiction other than Australia, New Zealand or Singapore.
The distribution of this Information (including an electronic copy) outside Australia, New Zealand and Singapore may be restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions.
Any non-compliance with these restrictions may contravene applicable securities laws.
6.24 Disclaimer of representations
No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet.
Any information or representation that is not in this Offer Booklet may not be taken as having been authorised by the Responsible Entity, or its related bodies corporate in connection with the Entitlement Offer. Except as required by law, any only to the extent so required, none of the Responsible Entity, or any other person, warrants or guarantees the future performance of the Fund or any return on any investment made in connection with the Offer Booklet.
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6.25 Underwriting arrangements
The Responsible Entity has entered into an underwriting deed ( Underwriting Deed ) with MacarthurCook Fund Management Limited (AFSL 258052) in its personal capacity ( MacarthurCook ) under which MacarthurCook has agreed to fully underwrite the Entitlement Offer. AIMS Group Holding Pty Ltd ( AIMS ), the ultimate holding company of MacarthurCook, is also a party to the Underwriting Deed. AIMS has agreed to exercise its powers as holding company to ensure that MacarthurCook performs its commitments as underwriter under the Underwriting Deed. AIMS has also agreed to pay to the Responsible Entity on demand any amount that MacarthurCook fails to pay the Responsible Entity in respect of underwritten units.
As is customary with these types of arrangements the Responsible Entity, MacarthurCook and AIMS have given certain representations, warranties and undertakings in connection (among other things) the conduct of the Entitlement Offer. MacarthurCook may (in certain circumstances having regard to the materiality of the relevant event) terminate the Underwriting Deed and be released from its obligations under it on the occurrence of certain events on or before 5.00pm (Sydney time) on the Allotment Date, including (but not limited to) where:
-
(a) the Responsible Entity breaches any term of the Underwriting Deed or any material representation or warranty given by the Responsible Entity becomes incorrect;
-
(b) MAS and/or ASIC issues, or threatens to issue, proceedings in relation to the Entitlement Offer;
-
(c) SGX or ASX announces that the Units in the Fund will be de-listed, removed from quotation, withdrawn from admission to trading status or suspended from quotation;
-
(d) SGX or ASX refuse to grant quotation of all the underwritten Units on SGX or ASX before the Settlement Date.
The risks relating to termination of the Underwriting Deed and other terms of the Underwriting Deed are summarised in the Investor Presentation contained in section 5 of this Offer Booklet.
6.26 Sub-underwriting arrangements
Further to the Fund's announcement on ASX and SGX on 4 May 2012 and 11 May 2012, AIMS has agreed to sub-underwrite the Entitlement Offer.
Further information in relation to the potential control effect of the Entitlement Offer and sub-underwriting arrangements is set out in the ASX Announcement, Investor Presentation and Cleansing Statement dated 11 May 2012 included in section 5 of this Offer Booklet.
47
6.27 Allocation of Shortfall Units
To the extent that Eligible Unitholders do not apply for their full Entitlement and there is a shortfall in the number of New Units applied for under the Entitlement Offer ( Shortfall Units ), the Shortfall Units will be allocated to any Eligible Unitholders (and Eligible Singapore CDP Account Holders) who have applied for Additional Units under the Shortfall Facility as follows ( Shortfall Allocation Process ):
-
(a) Subject to paragraph (b) below, in the event that the aggregate applications from Eligible Unitholders exceed the number of Shortfall Units, the Shortfall Units will be allocated between Eligible Unitholders on a pro rata basis according to each unitholders' holding on the Record Date (and in the case of CDP Account Holders on Record Date, the number of units which are standing to the credit of their securities account with CDP at the Record Date);
-
(b) If an Eligible Unitholder (or an Eligible Singapore CDP Account Holder) has made an application for an amount less than the amount of units that the person would otherwise be allocated under the Shortfall Allocation Process, the person will be allocated the amount applied for;
-
(c) If following allocation of Shortfall Units in the first round of the Shortfall Allocation Process, there remains any further Shortfall Units, the Shortfall Allocation Process will be repeated in rounds until either all of the Shortfall Units have been allocated or all applications by Eligible Unitholders (and Eligible Singapore CDP Account Holders) under the Shortfall Facility have been satisfied in full;
-
(d) If there remains any Shortfall Units following the satisfaction of all applications by Eligible Unitholders (and Eligible Singapore CDP Account Holders) under the Shortfall Facility, the remaining Shortfall Units will be allocated to the Underwriter.
6.28
ASX quotation
The Responsible Entity has applied for admission of the New Units to quotation by ASX and SGX.
6.29 Enquiries
Enquiries about the Entitlement Offer should be directed to the Registry or your solicitor, accountant or other financial adviser.
If you have any queries about the number of New Units shown on the Entitlement and Acceptance Form which, in the case of Eligible Unitholders, accompanies this Offer Booklet, or how to complete the Entitlement and Acceptance Form, please contact the Registry on the numbers listed in the Corporate Directory (see section 8) in this Offer Booklet.
6.30 Note to Singapore CDP Account Holders
Under the Corporations Act, only those persons who are registered in the Register are considered members of a fund, with rights to attend and vote at general meetings of a fund. Any New Units or Additional Units subscribed for pursuant to a Singapore Application Form will be registered in the name of CDP. Accordingly, Singapore CDP Account Holders are not recognised as members of the Fund, and do not have the right to attend and vote at general meetings of the Fund. However, under the Constitution, Singapore CDP Account Holders are entitled (as observers) to attend meetings in person, and to speak, but, as they are not members, they do not have voting rights.
48
Upon quotation on the SGX, the New Units will be traded under the book-entry settlement system of CDP, and all dealings in and transactions of the New Units through SGX will be effected in accordance with the terms and conditions for the operation of Securities Accounts with CDP, as amended from time to time.
The New Units and Additional Units will be registered in the name of CDP, and held by CDP for and on behalf of persons who maintain, either directly or through Singapore Depository Agents, Securities Accounts with CDP.
6.31 Other Matters
New Units (or Additional Units, if any) will be allotted in such manner as the Responsible Entity may, in its absolute discretion, deem fit. With regards to any application which does not conform strictly to the instructions set out under this Offer Booklet, the Entitlement and Acceptance Form (or Singapore Application Form, as applicable) or any other application form for the New Units (or Additional Units, if any) in relation to the Entitlement Offer, and / or any other application form for the New Units in relation to the Entitlement Offer which is illegible, incomplete, incorrectly completed, or which is accompanied by an improperly or insufficiently drawn remittance, the Responsible Entity (or CDP, as applicable) may, at its absolute discretion, reject or treat as invalid, any such application or present for payment or other processes all remittances at any time after receipt in such a manner as it may deem fit.
If such applications are not accepted by the Responsible Entity for any reason, the amount paid on application or the surplus Application Monies, as the case may be, will be refunded, without any interest or any share of revenue or other benefit arising therefrom, by means of a crossed cheque drawn on a bank in Australia or Singapore and sent by ordinary post at the applying Unitholder's own risk.
In the case of Eligible Singapore CDP Account Holders, the refund will be made in Singapore currency by means of a crossed cheque drawn on a bank in Singapore and sent by ordinary post to the mailing address of the Eligible Singapore CDP Account Holders, as maintained with CDP, or in such other manner as the Eligible Singapore CDP Account Holders may have agreed with CDP for the payment of any cash distributions.
The number of New Units Eligible Unitholders may apply for is indicated in the personalised Entitlement and Acceptance Form. In calculating the number of New Units Eligible Unitholders may apply for, fractional entitlements to New Units have been disregarded such that a Unitholder's Entitlement is rounded down to the nearest whole number of New Units. The number of New Units provisionally allotted to Eligible Singapore CDP Account Holders is indicated in the personalised Singapore Application Form. In calculating the Provisional Allotment of New Units for Eligible Singapore CDP Account Holders, fractional entitlements to New Units have been disregarded such that the Provisional Allotment is rounded down to the nearest whole number of New Units.
Unless expressly provided to the contrary in this Offer Booklet, a person who is not a party to any contracts made pursuant to this Offer Booklet has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary or terminate such contracts.
49
7. GLOSSARY OF TERMS
In this Offer Booklet:
A$ or AUD Australian currency. Additional Units Units that may be applied for in excess of an Eligible Unitholder's Entitlement (or Eligible Singapore CDP Account Holder's provisional Entitlement) under the Shortfall Facility and allocated subject to the Shortfall Allocation Process.
AFSL Australian Financial Services Licence. AIMS AIMS Group Holding Pty Limited. Allotment The allotment of New Units (and Additional Units, if any) to applicants under the Entitlement Offer. Allotment Date The expected date of allotment of New Units (and Additional Units, if any) to applicants, being 19 June 2012. Applicant The person who has applied to subscribe for New Units or Additional Units by submitting an Entitlement and Acceptance Form (or in the case of Eligible Singapore CDP Account Holders by providing a Singapore Application Form to CDP). Application An application for New Units or Additional Units by submitting an Entitlement and Acceptance Form (or in the case of an Eligible Singapore CDP Account Holder an application pursuant to the Singapore Application Form provided to CDP). Application Monies Monies received from Applicants in respect of their Applications. ASIC Australian Securities and Investments Commission. ASX ASX Limited (ABN 98 008 624 691) and, where the context requires, the market operated by ASX. ASX Ex-date 15 May 2012 ASX Listing Rules The official listing rules of ASX. BlackWall BlackWall Property Funds Limited. CDP The Central Depository (Pte) Limited. Closing Date 7.00 pm (Sydney time) / 5.00 pm (Singapore time) on 8 June 2012. Constitution The constitution of MPS dated 13 October 2004 as amended from time to time. Corporations Act Corporations Act 2001 (Cth).
50
Directors The directors of MacarthurCook Fund Management Limited as responsible entity for MacarthurCook Property Securities Fund. Eligible Singapore CDP Singapore CDP Account Holders who have mailing Account Holders addresses registered with CDP in Singapore on the Record Date, or who had at least three (3) market days prior to the Record Date, provided CDP with addresses in Singapore for the service of notices and documents. Eligible Unitholders Has the meaning given in section 6.1 of this Offer Booklet. Entitlement The right of an Eligible Unitholder to subscribe for New Units under the Entitlement Offer or in the case of Eligible Singapore CDP Account Holders the right to instruct CDP to subscribe for their Provisional Allotment of New Units on their behalf. Entitlement and Acceptance The entitlement and acceptance form that Form accompanies this Offer Booklet, under which an Eligible Unitholder may apply for New Units and Additional Units under the Entitlement Offer. Entitlement Offer The non-renounceable Entitlement Offer offered under this Offer Booklet at the Issue Price. Fund MacarthurCook Property Securities Fund. Independent Directors The independent Directors, being Mr Richard Nott and Mr John Love. Ineligible Singapore CDP Singapore CDP Account Holders who do not have Account Holder mailing addresses registered with CDP in Singapore on the Record Date, or who did not at least three (3) market days prior to the Record Date, provide CDP with addresses in Singapore for the service of notices and documents. Ineligible Unitholder Has the meaning given in section 6.3 of this Offer Booklet. Information The Offer Booklet, the information set out in it, and the enclosed personalised Entitlement and Acceptance Form (or Singapore Application Form as applicable). Investor Presentation The Fund's Investor Presentation announced on ASX and SGX on 11 May 2012 in relation to the Entitlement Offer. Issue Price The price of each New Unit (and Additional Units) being either A$0.035 or S$0.044. MacarthurCook MacarthurCook Fund Management Limited (ABN 79 004 956 558) in its personal capacity acting as underwriter to the Entitlement Offer.
51
MAS
New Units
OCBC OCBC Debt Facility Offer Period
Pelorus Pelorus Proposal
Provisional Allotment
Monetary Authority of Singapore.
The units to be issued under the Entitlement Offer on the basis of the Entitlement of Eligible Unitholders (and in the case of Eligible Singapore CDP Account Holders their provisional Entitlement) of 13 New Units for every 15 Units held on the Record Date, upon valid Applications being made.
Overseas-Chinese Banking Corporation. The Fund's debt facility with OCBC. The period commencing 25 May 2012 and ending 8 June 2012 at 7.00pm (Sydney time) / 5.00pm (Singapore time). Pelorus Private Equity Limited.
The proposal by Pelorus to convene a meeting of Unitholders to consider and, if thought fit, approve the replacement of MacarthurCook Fund Management Limited as the responsible entity of the Fund with TFML Limited (a subsidiary of Blackwall) as announced by Blackwall on ASX on 4 April 2012.
The number of New Units stated on the personalised Singapore Application Form that each Singapore CDP Account Holder may instruct CDP to apply for on their behalf under the Entitlement Offer.
7.00pm (Sydney time) / 5.00pm (Singapore time) on 21 May 2012.
Record Date
The register of persons who hold Units.
Register The register of persons who hold Units. Registry Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford VIC 3067, Australia. Responsible Entity The responsible entity and manager of the Fund, which is MacarthurCook Fund Management Limited (ABN 79 004 956 558) as at the date of this Offer Booklet.
S$ or SGD Singapore currency.
Securities Account
The securities account maintained by a Singapore Depositor with CDP but does not include a securities sub-account.
SGX Singapore Exchange Securities Trading Limited or the market operated by it (as the context requires)
Shortfall Allocation Process The process undertaken by MacarthurCook as underwriter, of allocating any Shortfall Units to Eligible Unitholders (and Eligible Singapore CDP Account Holders) as described in section 6.27 of this Offer Booklet.
52
Shortfall Facility The facility made available to Eligible Unitholders (and Eligible Singapore CDP Account Holders) to apply for Additional Units out of the Shortfall Units of the Entitlement Offer. Shortfall Units The New Units remaining following Eligible Unitholders taking up (or Eligible Singapore CDP Account Holders instructing CDP to take up) New Units under the Entitlement Offer. Singapore Application Form The instruction form that accompanies this Offer Booklet, under which an Eligible Singapore CDP Account Holder may instruct CDP to apply for New Units and Additional Units on their behalf. Singapore CDP Account A person whose Securities Account is credited with Holders Units and whose Units are registered in the name of CDP (or its nominee). Singapore Companies Act The Companies Act, Chapter 50 of Singapore. Singapore Depositor Has the meaning given in section 130A of the Singapore Companies Act. Singapore Depository Agents Has the meaning given in section 130A of the or Depository Agent Singapore Companies Act. Underwriter MacarthurCook Fund Management Limited ABN 79 004 956 558) in its personal capacity. Underwriting Deed The underwriting deed entered into between the Responsible Entity, the Underwriter and AIMS. Unit A fully paid ordinary unit in the Fund. Unitholder A registered holder of Units in the Fund. U.S. Securities Act U.S. Securities Act of 1933 as amended U.S. Person Has the meaning given to that term in Rule 902(k) under the U.S. Securities Act
53
8. CORPORATE DIRECTORY
MACARTHURCOOK FUND MANAGEMENT LIMITED REGISTERED OFFICE
(ABN 79 004 956 558) (AFS Licence No. 258052)
Level 16,Central Square 323 Castlereagh Street Sydney NSW 2000 Australia
PO Box K222 Haymarket NSW Ph: + 61 2 9217 2727 Fax: +61 2 9281 7611
1 Raffles Place #21-01 OUB Center Singapore 048616 Ph: +65 6309 1050 Fax: +65 6534 3942
www.macarthurcook.com.au
REGISTRY
Australia
Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford, VIC 3067 GPO Box 52 Melbourne, VIC 3001
Australia: 1300 728 429 International: + 61 3 9415 4349
Website: www.investorcentre.com
Singapore
Boardroom Limited 50 Raffles Place #32-01 Singapore Land Tower Singapore 048623 Ph: +65 6536 5355
54
AUDITORS
KPMG 10 Shelley Street Sydney NSW 2000 Australia
Ph: + 61 2 9335 7000 Fax: +61 2 9335 7001
LEGAL ADVISORS
Australian lawyers
Ashurst Australia Level 36, Grosvenor Place 225 George Street Sydney NSW 2000
Ph: +61 2 9258 6000 Fax: +61 2 9258 6999
Singapore lawyers
Colin Ng & Partners LLP 36 Carpenter Street Singapore 059915
Ph: +65 6323 8383 Fax: +65 6323 8282
55
For all enquiries:
==> picture [51 x 9] intentionally omitted <==
----- Start of picture text -----
MACARTHURCOOK
A Member of AIMS Financial Group
----- End of picture text -----
MacarthurCook Fund Management Limited (“MacarthurCook”) (ABN 79 004 956 558) is the Responsible Entity of the MacarthurCook Property Securities Fund
Phone: (within Australia) 1300 728 429 (outside Australia) 61 3 9415 4349
(ARSN 111 442 150)
Make your payment
000001 000 MPS MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
See over for details of the Entitlement Offer and how to make your payment
Non-Renounceable Entitlement Offer - Entitlement & Acceptance Form (including Additional Units)
Your payment must be received by 7.00pm (Sydney time) on Friday 8 June 2012
This is an important document that requires your immediate attention. It can only be used in relation to the unitholding and corresponding Entitlement represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your fi nancial or other professional adviser.
Step 1: Registration Name
Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect. If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.
Step 2: New Units Accepted
You can apply to accept either all or part of your Entitlement. Enter overleaf, the number of New Units you wish to accept from your Entitlement.
Step 3: Additional Units Applied for
Enter overleaf, the number of Additional Units you wish to apply for(if any). No Eligible Unitholder is assured of receiving any Additional Units applied for in excess of their Entitlement and any amount by which applications from Eligible Unitholders exceed their Entitlement may be scaled back at the Responsible Entity’s discretion in accordance with the Offer Booklet dated 25 May 2012.
Step 4: Make Your Payment
Choose one of the payment methods shown below. BPAY[®] : See overleaf. Do not return the slip with BPAY payment. By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars or Singapore dollars to MacarthurCook Property Securities Fund. The cheque must be in Australian currency drawn from an Australian branch of a fi nancial institution or in Singapore currency drawn from a Singapore branch of a fi nancial institution. Cash is not accepted.
Payment will be processed on the day of receipt. Receipts will not be forwarded. Funds cannot be debited directly from your account.
Defi ned terms used in this Entitlement and Acceptance form have the same meaning assigned to them in the Offer Booklet. By making your payment you confi rm that you agree to all the terms and conditions as detailed in the Offer Booklet dated 25 May 2012 in respect of the Entitlement Offer.
Entering your contact details is not compulsory, but will assist us if we need to contact you.
Turn over for details of the Offer
MacarthurCook Property Securities Fund Entitlement and Acceptance Form (including Additional Units) Payment must be received by 7.00pm (Sydney time) on Friday 8 June 2012 ® Registered to BPAY Pty Limited ABN 69 079 137 518
Entitlement and Acceptance Form (including Additional Units)
X 9999999991 IND
Registration Name & Offer Details
Registration Name: MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
For your security keep your SRN/ HIN confidential.
Entitlement No: 1234567890123
Offer Details: Existing Units entitled to participate as at 7.00pm (Sydney time) on 21 May 2012: 1234567890 Entitlement to new Units on a 13 for 15 basis: 1234567890 Amount payable on acceptance of full Entitlement at A$0.035 or S$0.044 per New Unit: $12,345.67 S$12,345.67
Make Your Payment
Biller Code: 200667 Ref No: <1234567890123456> Contact your fi nancial institution to make your payment from your cheque or savings account.
Pay by Mail:
Make your cheque, money order or bank draft payable to “MacarthurCook Entitlement Offer”. Return your cheque with the below slip to: Computershare Investor Services Pty Limited GPO BOX 52 Melbourne Victoria 3001 Australia
Lodgement of Application
If you are applying for units and your payment is being made by BPAY, you do not need to return the slip below. Your payment must be received by no later than 7.00pm (Sydney time) on 8 June 2012. Applicants should be aware that their own fi nancial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.
If you are paying by cheque, bank draft or money order, the slip below must be received by Computershare Investor Services Pty Limited (CIS) by no later than 7.00pm (Sydney time) on 8 June 2012. You should allow suffi cient time for this to occur. Return the slip below with cheque, bank draft or money order attached.
Neither CIS nor the Responsible Entity accepts any responsibility if you lodge the slip below at any other address or by any other means.
Privacy Statement
Personal information is collected on this form by CIS as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications.
MacarthurCook Property Securities Fund - Acceptance Payment Details
Number of New Units STEP 2 (Entitlement) taken up: Number of Additional Units STEP 3 Entitlement No: 1234567890123 applied for Amount enclosed at A$0.035 or S$0.044 per New Unit (or Additional Unit): A$[.] MR JOHN SAMPLEFLAT 123 S$[.] 123 SAMPLE STREETTHE SAMPLE HILL SAMPLE ESTATE Payment must be received by 7.00pm (Sydney time) on Friday 8 June 2012 SAMPLEVILLE VIC 3030
Payment must be received by 7.00pm (Sydney time) on Friday 8 June 2012
Contact Details
Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque A$ S$
+00000000368754> +001697+ <0000879254>
<0000090049> +444+