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AIMS PROPERTY SECURITIES FUND Capital/Financing Update 2012

Apr 23, 2012

64402_rns_2012-04-23_d207401c-da6d-47ba-9a6e-0f8ba59ba99f.pdf

Capital/Financing Update

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24 April 2012 ASX Code: MPS SGX Code: MacCookPSF

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MacauthurCook Fund Management Limited

ABN 79 004 956 558 Telephone +61 2 9217 2727 Facsimile +61 2 9281 7611 [email protected] www.macauthurcook.com.au Level 16, Central Square 323 Castlereagh Street Sydney NSW 2000

24 April 2012

Dear Unitholder

MACARTHURCOOK PROPERTY SECURITIES FUND - ENTITLEMENT OFFER

Notification To Ineligible Unitholders

On 20 April 2012, MacarthurCook Fund Management Limited ( Responsible Entity ) as responsible entity of MacarthurCook Property Securities Fund ( Fund ) announced a fully underwritten non-renounceable entitlement offer to raise approximately A$5.869 million ( Entitlement Offer ).

Details Of The Entitlement Offer

Under the Entitlement Offer, Eligible Unitholders (as defined below) may apply for 13 new ordinary units in the Fund ( New Units ) for every 15 existing ordinary units ( Entitlement ) held at 7.00pm Sydney time or 5.00 pm Singapore time on 2 May 2012 ( Record Date ) at an offer price of A$0.035 or S$0.0454 per New Unit ( Offer Price ).

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 Melbourne Office: Level 9, 350 Collins Street, Melbourne Victoria 3000 Australia PO Box 28 Flinders Lane VIC 8009 Australia 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

The Offer Price of A$0.035 or S$0.0454 represents a 51.9% discount to the volume weighted average price of units traded on the ASX over the 10 trading days up to and including 13 April 2012.[1]

This letter is not an offer to issue New Units to you, nor an invitation for you to apply for New Units. As an Ineligible Unitholder (defined below), you are not required to do anything in response to this letter.

Eligible Unitholders[2] may also apply for New Units in excess of their Entitlement ( Additional Units ) under a shortfall facility ( Shortfall Facility ). Any Additional Units will be limited to the extent of any shortfall under the Entitlement Offer. Unitholders should satisfy themselves that they are able to acquire Additional Units in accordance with the applicable laws before applying for Additional Units. In the case of Singapore CDP Account Holders (defined below), the pro rata allocation will be based on the number of units which are standing to the credit of their Central Depository Pte Limited ( CDP ) securities account as at the Record Date. 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 and underwriting arrangements (described below) exceed any shortfall under the Entitlement Offer, the applications will be scaled back applications according to applicants' pro rata unitholding as at the Record Date and applicable Corporations Act 2001 (Cth) requirements.

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 CDP (the Singapore CDP Account Holders ) are not being made an offer under the Entitlement Offer.[3]

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 Entitlement Offer is being made by the Responsible Entity without a product disclosure statement in accordance with section 1012DAA of the Corporations Act 2001 (Cth).

Full details of the Entitlement Offer will be set out in an offer booklet ( Offer Booklet ). Copies of the Offer Booklet will be available on the ASX website from 8 May 2012.

Eligibility criteria

Eligible Unitholders are:

1 Being the last trading day that the units in the Fund traded on ASX prior to the Fund going into a trading halt prior to the announcement of the Entitlement Offer.

2 Excluding any Eligible Unitholders who have already been offered an opportunity to participate in the sub-underwriting of the Entitlement Offer.

3 This is because Singapore CDP Account Holders are not Eligible Unitholders as they do not hold a registered interest in units in the Fund.

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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;

  • (b) not a U.S. Person or acting for the account or benefit of a U.S. Person; and

  • (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.

Unitholders who do not satisfy these criteria are ineligible unitholders ( Ineligible Unitholders

The restrictions on eligibility are because of legal limitations in some countries, the relatively small number of unitholders in those countries, the small number of units they hold and the potential cost of complying with regulatory requirements in those countries.

As you do not satisfy the eligibility criteria for an Eligible Unitholder stated above, you are deemed to be an Ineligible Unitholder and the Responsible Entity is unfortunately unable to extend you the opportunity to participate in the Entitlement Offer. You will not be sent the Offer Booklet relating to the Entitlement Offer nor will you be able to subscribe for New Units or Additional Units under the Entitlement Offer or Shortfall Facility .

What Will Happen To My Entitlement?

Ineligible Unitholders are unable to participate in the Entitlement Offer, however the Responsible Entity has appointed BBY Limited (AFSL 238095) as a nominee broker who will 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 Offer Price, BBY Limited will remit the excess to the Ineligible Unitholders (net of any costs or expenses).

No Action Required

This letter is not an offer to issue New Units to you, nor an invitation for you to apply for New Units. As an Ineligible Unitholder, you are not required to do anything in response to this letter.

Singapore CDP Account Holders

Singapore CDP Account Holders are not being made an offer under the Entitlement Offer as they are not Eligible Unitholders given they are not the registered holder of units. However, Singapore CDP Account Holders as at the Record Date may instruct CDP to apply for New Units or Additional 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.

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 and will be subject to the scale back process described above. Singapore CDP Account Holders should satisfy themselves that they are able to acquire Additional Units in accordance with applicable laws before instructing CDP to apply for Additional Units.

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Please note that only those Singapore CDP Account Holders who have addresses registered with CDP in Singapore on the Record Date, or who have at least three (3) market days prior to the Record Date, provided CDP with addresses in Singapore for the service of notices and documents shall be entitled to instruct CDP to apply for New Units and Additional Units. Singapore CDP Account Holders who do not have addresses in Singapore for the service of notices and documents and who wish to be entitled to apply for the Entitlement Offer through CDP should provide CDP with an address in Singapore at least three (3) market days prior to the Record Date.

Underwriting and sub-underwriting arrangements

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 structure and pricing of the Entitlement Offer.

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. 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.

The five largest unitholders that are wholesale clients[4] have been approached in relation to an opportunity to sub-underwrite the Entitlement Offer. AIMS and Laxey Partners Ltd ( Laxey ) have each agreed to sub-underwrite the Entitlement Offer. AIMS and its associates have a relevant interests in 12.09% of the units in the Fund. Substantial holder notice disclosed by Laxey indicates that Laxey and its associates have a relevant interest in 5.02% of the units in the Fund. If all Eligible Unitholders take up their Entitlements in full, the relevant interest of AIMS and Laxey (and their respective associates) will not change. If AIMS and Laxey both subscribe for their full Entitlement and no other unitholders participate in the Entitlement Offer, the Shortfall Facility or sub-underwriting, then the relevant interest of AIMS will increase from 12.09% to 39.3% and Laxey will increase from 5.02% to 16.3%.

The potential control effect that the Entitlement Offer may have on the Fund is disclosed in the Investor Presentation, ASX Announcement and Entitlement Offer Cleansing Statement released on ASX and SGX on 20 April 2012. Discussions with potential sub-underwriters are ongoing. The Responsible Entity will update the market once sub-underwriting commitments are finalized.

Pelorus Proposal

On 4 April 2012, BlackWall Property Funds Limited, a subsidiary of Pelorus Private Equity Limited, has convened a meeting of unitholders where it will seek unitholder approval to replace

4 As defined by section 761G of the Corporations Act, and excluding CDP.

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MacarthurCook Funds Management Limited as the responsible entity of the Fund with TFML Limited ( Pelorus Proposal ). 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.

Takeovers Panel application

On 18 April 2012, Laxey made an application to the Takeovers Panel ( Panel ) seeking a declaration of unacceptable circumstances in relation to the Entitlement Offer. The Entitlement Offer will proceed, however, the Entitlement Offer will be subject to any orders that the Panel makes.

Laxey is claiming, amongst other things, that the Entitlement Offer, including the underwriting and sub-underwriting arrangements amount to unacceptable circumstances under section 657A(2)(a) of the Corporations Act and has sought interim and final orders.

The Responsible Entity denies that the Entitlement Offer gives rise to unacceptable circumstances. In accordance with the Panel's rules, the Responsible Entity cannot canvass matters before the Panel in the media. Accordingly, the Responsible Entity cannot say more about the Panel proceedings at this point in time.

There is a risk that the Panel may make orders stopping the Entitlement Offer from proceeding or changing the structure of the Entitlement Offer, including the underwriting and sub-underwriting arrangements.

ASIC relief

Relief from ASIC is required to facilitate the Entitlement Offer which has not yet been obtained. The Responsible Entity is in advanced discussions with ASIC and, subject to the outcome of the Panel proceedings, is confident that relief will be forthcoming. Nevertheless, as the Entitlement Offer cannot open unless and until the ASIC relief is obtained, there can therefore be no guarantee that Entitlement Offer will proceed in its current form or at all.

Key Dates

Item ASX SGX5
Date Date
Announcement Date, Lodgement of Investor Presentation,
Appendix 3B and Cleansing Statement
20 Apr 20 Apr
Notice sent to Securityholders (Eligible and Ineligible) 23 Apr 23 Apr
Securities quoted "ex" rights 26 Apr 27 Apr

5 Applicable for Singapore CDP Account Holders

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Record date to determine entitlements 2 May 2 May
Opening date and despatch of Offer Booklet 8 May 8 May
Closing Date of Rights Issue 22 May 22 May
ASX and SGX notified of under subscriptions (10.00am AEST)
25 May
25 May
Settlement 28 May 28 May
Allotment of securities under rights issue and Despatch Date 30 May 30 May
Trading of New Units commences 31 May 31 May
Mailout of Holding Statements 1 June 1 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. For the reasons set out in the Responsible Entity's ASX Announcement of the Entitlement Offer on 20 April 2012, there can be no guarantee that the Entitlement Offer will proceed in accordance with this timetable or at all.

Further Information

If you have any questions in relation to any of the above matters, please seek professional advice or contact the Responsible Entity on +61 2 9217 2727.

Yours sincerely

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Moni An Company Secretary MacarthurCook Fund Management Limited

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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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