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BLACKWALL LIMITED Capital/Financing Update 2011

Oct 17, 2011

64590_rns_2011-10-17_d8dfe0bb-fdaf-4b13-b3c5-1a1623262671.pdf

Capital/Financing Update

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SHORT FORM PROSPECTUS

BLACKWALL PROPERTY FUNDS LIMITED

ACN 146 935 131

For an offer of up to 16,000,000 Shares at an issue price of $0.25 per Share to raise a maximum of $4,000,000. The New Offer is not underwritten.

IMPORTANT NOTICE

This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type but refers to another document, the information of which is deemed to be incorporated in this Prospectus.

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TABLE OF CONTENTS

1 DETAILS OF THE NEW OFFER ......................................................................................................................6
2 INCORPORATION BY REFERENCE...............................................................................................................9
3 MATTERS SUBSEQUENT TO ORIGINAL PROSPECTUS .......................................................................11
4 EFFECT OF THE NEW OFFER ON THE COMPANY.................................................................................13
5 ADDITIONAL INFORMATION......................................................................................................................14
6 GLOSSARY .........................................................................................................................................................15
CORPORATE DIRECTORY ..........................................................................................................................................16

INDICATIVE TIMETABLE

Event Date
Prospectus lodged with ASIC 2 September 2011
New Offer opens 12 September 2011
New Offer closes 30 September 2011
Expected allotment of Shares under the New Offer 7 October 2011
Expected dispatch of holding statements 10 October 2011
Expected commencement of trading on ASX 17 October 2011

The above dates are indicative only. The Directors reserve the right to vary these dates, including extending the Offer or closing the Offer early without prior notice. Applicants are therefore encouraged to apply for Shares as early as possible after the Offer opens.

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IMPORTANT NOTICES

Important Information

This short form prospectus is dated 2 September 2011 and was lodged with ASIC on that date. References in this document to the “Prospectus” means this short form prospectus. ASIC takes no responsibility for the contents of this Prospectus.

The expiry date of this Prospectus is 5.00pm (Sydney time) on the date which is 13 months after the date this Prospectus is lodged with ASIC (Expiry Date). No securities will be issued on the basis of this Prospectus after the Expiry Date.

This is an important document. You should read this Prospectus before making a decision about whether to invest in BlackWall. The information contained in this Prospectus is general information only and does not take into account your individual objectives, financial situation, needs or circumstances. BlackWall recommends that you obtain professional advice from a licensed financial adviser before investing in BlackWall.

Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This means this Prospectus alone does not contain all information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, it incorporates all other necessary information by reference to information contained in BlackWall’s Replacement Prospectus lodged with ASIC on 19 November 2010, which replaced the replacement prospectus dated 17 November 2010 and the prospectus dated 9 November 2010, as supplemented by the supplementary prospectuses dated 18 February 2011, 18 May 2011 and 18 August 2011, lodged with ASIC on those dates respectively (Original Prospectus).

In referring to the Original Prospectus, the Company:

Investors, including existing Shareholders and their professional advisers, in making an informed assessment of:

  • (i) the rights and liabilities attaching to the new Shares;

  • (ii) the capacity of the Company to issue the new Shares; and

  • (iii) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company;

  • (b) refers Shareholders, Investors and their professional advisers or analysts to the section of this Prospectus which summarises the information in the Original Prospectus deemed to be incorporated in this Prospectus;

  • (c) informs Shareholders, Investors and their professional advisers or analysts that during the Offer Period they are able to obtain, free of charge, a copy of the Original Prospectus and a copy of this Prospectus by contacting the Company during normal business hours on 1800 789 141 (toll free in Australia) or by downloading a copy from the Company web site at www.blackwallfunds.com.au/aboutus.html

Prospectus Availability

This Prospectus will be issued in paper form. If you receive a copy of this Prospectus, you should ensure that the complete Prospectus has been received.

Any person in Australia many obtain a printed copy of this Prospectus free of charge by contacting the Company on 1800 789 141 (toll-free in Australia)

Distribution of Prospectus

  • (a) identifies the Original Prospectus as being relevant to the issue of the new Shares under this Prospectus and containing information that will assist

The distribution of this Prospectus in a jurisdiction outside Australia and New Zealand may be restricted by law, and persons who come into possession of it should seek

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legal advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable law.

This Prospectus does not constitute an offer or invitation to subscribe for Shares in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation or to issue this Prospectus. It is the responsibility of any Investor to ensure compliance with the laws of any country (outside Australia and New Zealand). No action has been taken to register or qualify the Shares or otherwise permit an offering of the Shares in any jurisdiction outside Australia and New Zealand. Persons holding copies of this Prospectus who are not in Australia or New Zealand should familiarise themselves with and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable law. A warning statement relevant to New Zealand Investors is set out in Section 7.8 of the Original Prospectus.

Investment risks

This Prospectus provides information for Shareholders and prospective Investors to determine whether they wish to invest in BlackWall, and should be read in its entirety. Potential Investors should note that the repayment of, and return on, their investment may be influenced by factors outside the control of the Company. In particular, you should carefully read the explanation of risk factors that could affect the financial performance of BlackWall as set out in Section 5 of the Original Prospectus. If, after reading this Prospectus, you have any questions about the desirability of investing in BlackWall then please contact your financial adviser or other professional adviser.

Neither BlackWall nor any of their officers, advisers, agents or associates in any way guarantees the performance of BlackWall or any return of capital. An investment in BlackWall does not represent a deposit with, or a liability of, BlackWall. An investment is subject to investment risk, including possible delays in repayment and loss of income or capital invested (see “Risk Factors” in Section 5 of the Original Prospectus for more details).

ASX Listing

An application will be made to the ASX not later than seven days after the date of this Prospectus for admission to the Official List and Official Quotation of the Shares offered under this Prospectus. If the ASX does not grant permission for Official Quotation of the Shares within three months of the date of this Prospectus, or such longer period as is permitted by the Corporations Act, then none of the Shares offered by this Prospectus will be allotted or issued.

CHESS

BlackWall will apply to participate in the ASX's Clearing House Electronic Subregister System (CHESS) in accordance with the ASX Listing Rules and ASTC Settlement Rules. CHESS is an electronic transfer and settlement system for transactions in securities quoted on ASX under which transfers are affected in a paperless form.

When the Shares become CHESS Approved Securities, holdings will be registered in one of two subregisters, an electronic CHESS subregister or an issuer sponsored subregister. All other Shares will be registered on the issuer sponsored subregister.

Following completion of the listing process, Investors will be sent an initial statement of holding that sets out the number of Shares that they hold in the listed BlackWall. This statement will also provide details of the Shareholder’s Holder Identification Number (HIN) or, where applicable, the Securityholder Reference Number (SRN) of issuer sponsored Shareholders.

Shareholders will subsequently be issued statements showing any changes to their shareholding. Certificates will not be issued.

Forward Looking Statements

This Prospectus and the Original Prospectus contain forward looking statements. These statements are based on an assessment of recent economic and operating conditions, and on a number of assumptions regarding future events and actions which, at the date of this Prospectus, are expected to take place (including the key assumptions set out in

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Section 3 of the Original Prospectus, which should be read together with Sections 2 and 3 of this Prospectus).

Such forward statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important facts, many of which are beyond the control of the Company.

Currency

All financial amounts contained in this Prospectus are expressed in Australian dollars. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

Privacy Act

Collection, maintenance and disclosure of certain personal information are governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules.

Exposure Period

This Prospectus may be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential Investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with section 724 of the Corporations Act. Acceptances and applications for securities under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge acceptances and applications prior to the expiry of the Exposure Period.

Definitions and Abbreviations

Definitions of certain terms used in this Prospectus appear in the Glossary in Section 6.

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1 DETAILS OF THE NEW OFFER

1.1 The New Offer and Purpose of New Offer

Under the Original Prospectus the Company offered up to 6,000,000 Shares at an issue price of $0.50 per Share to raise approximately $3,000,000 and the Company also applied for admission of the Company’s securities to official quotation on the ASX.

The Initial Offer was closed on 2 May 2011. Following the closing of the Initial Offer, the Company issued and allotted 6,186,326 Shares at $0.50 each.

Pursuant to a relief instrument granted by ASIC to the Company on 18 May 2011, the Shares offered under the Initial Offer were required to be admitted to quotation on the ASX by 18 August 2011. As the Company was not able to procure a quotation of its Shares on the ASX by 18 August 2011, the Company applied for and, on 11 August 2011, was granted relief by ASIC to procure the quotation of its securities on the ASX by 18 November 2011. As a result and in compliance with the Corporations Act, the Company has given applicants who lodged applications for Shares under the Initial Offer before 18 August 2011, the right to withdraw their application and have their application money repaid within 1 month of 18 August 2011.

Shortly before approval was to be granted for the Shares to be admitted to quotation on the ASX, the Company was advised by the ASX on 27 July 2011 that the Company failed to satisfy the ASX Spread Rule of the Listing Rules. It was the determination of the ASX that since the majority of applications under the Original Prospectus were satisfied in kind through the issue to the Company of P-REIT units, it was not appropriate for satisfaction of the ASX Spread Rule to be assessed by reference to the Initial Offer price of $0.50, but rather by reference to the net asset backing of the Company’s Shares, which is approximately $0.25 per Share. In light of this determination of the ASX, as well as prevailing market conditions, the Company resolved to re-open the Initial Offer, and vary its terms including by reducing the offer price to $0.25 per Share, representing the net asset backing of the Shares.

The effect of the application of the net asset value as the basis of the Company’s valuation is that there are less than 400 shareholders holding a minimum parcel of Shares with a value of $2,000 and hence the Company does not satisfy the ASX Spread Rule. This means that the Company needs to raise additional funds, either from existing Shareholders (who will increase or “top up” their shareholding to at least a $2,000 parcel), or from new Investors.

The purpose of this New Offer is to effectively re-open the Initial Offer at the revised issue price of $0.25 per Share. In doing so the Company aims to attract a sufficient number of new shareholders with a marketable parcel or existing Shareholders that “top up” their holding to a marketable parcel, so that the Company will comply with the ASX Spread Rule. The Company will close this New Offer once it has complied with the ASX Spread Rule.

Accordingly, by this Prospectus, the Company offers for subscription up to 16,000,000 Shares at an issue price of $0.25 per Share to raise up to $4,000,000, an increase of the Initial Offer by up to $1,000,000.

The Company will also apply for the admission of the Company’s Shares to official quotation on the ASX.

The other effect of re-pricing the New Offer at $0.25 per Share is that the shareholdings of existing Shareholders, who lodged applications for Shares under the Initial Offer, will be adjusted to reflect the terms of the revised New Offer and those Shareholders will each receive, credited as fully paid, one new Share they hold in the Company as at the date of the closing of the New Offer. As stated above, existing Shareholders who applied for and have been allotted Shares in the Company under

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the Initial Offer before 18 August 2011, have the right to withdraw their applications for those Shares under the Original Prospectus and be repaid their application money and interest on that money for a period of 1 month following 18 August 2011.

1.2 Capital Structure

At the date of this Prospectus, the capital structure of the Company is summarised below:

Shares
Shares on issue upon the close of the Initial Offer *44,358,535
New Shares to be issued to existing Shareholders who applied for **6,186,326
Shares under the Initial Offer
New Shares available to be issued under the New Offer 9,813,674
Total 60,358,535
  • inclusive of the 5,916,426 Shares that will be issued credited as fully paid to Shareholders who applied for Shares under the Original Prospectus

** assuming that no Shareholders who applied for Shares under the Initial Offer withdraw their applications

1.3 Use of Funds

The proceeds of the New Offer, including the funds raised under the Initial Offer are intended to be applied to working capital of the Company as explained in the Original Prospectus.

1. 4 Application for Shares

An application for Shares by an Investor must be made using the Application Form.

Shares acquired under this New Offer must be paid in full at the issue price of $0.25 per Share. Completed Application Forms and accompanying cheques must be mailed or delivered to:

By Mail By Hand
BlackWall Property Funds Limited BlackWall Property Funds Limited
PO Box 612 Level 1, 50 Yeo Street
Neutral Bay NSW 2089 Neutral Bay NSW 2089

Existing Shareholders, who applied for and were issued Shares under the Original Prospectus at $0.50 per Share, will receive credited as fully paid up 1 new Share for each Share that the existing Shareholder was issued under the Original Prospectus.

Allotment

Allotment of Shares under the New Offer will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline an application. The Directors may at their discretion give preference to Shareholders who wish to increase or top-up their shareholding to a parcel of $2,000 worth of Shares in accepting applications under the New Offer. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant within 7 days of the allotment date.

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HOW TO INVEST

To invest in BlackWall under this New Offer, please:

  • complete the accompanying Application Form in accordance with the instructions set out on the form;

  • nominate the maximum Application Amount that you wish to apply for; and

  • provide payment of $0.25 per Share, unless you are an existing Shareholder who applied for and was issued Shares under the Original Prospectus at $0.50 per Share. Existing Shareholders, who applied for and were issued Shares under the Original Prospectus at $0.50 per Share, will receive credited as fully paid 1 new Share for each Share that the existing shareholder was issued under the Original Prospectus.

Please forward or deliver the completed Application Form, together with your cheque or bank cheque for the Application Monies, to the following address no later than the Closing Date:

By Mail By Hand BlackWall Property Funds Limited BlackWall Property Funds Limited PO Box 612 Level 1, 50 Yeo Street Neutral Bay NSW 2089 Neutral Bay NSW 2089

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2 INCORPORATION BY REFERENCE

2.1 Information Deemed to be Incorporated in this Prospectus and Amendments

Set out below is a summary of the information contained in the Original Prospectus that is deemed to be incorporated in this Prospectus. The sections, headings and page numbers referred to below are references to the Original Prospectus.

Section 1.1 – BlackWall’s Business (page 8): This section provides an overview of the Company’s business and its formation following the demerger of the Pelorus Property Group.

Section 1.2 – Strategy for Growth (pages 8): A summary of the corporate strategy, including BlackWall’s aim to continue the aggregation of funds management platforms.

Section 1.3 – The Value of BlackWall Shares (page 9): This section provides an overview regarding the value of the BlackWall operating business and the value of the BlackWall Shares. With regard to the latter, in order for the Company to satisfy the Spread Condition and to achieve a listing of its Shares on the ASX, the Directors resolved to reduce the price per Share under the New Offer from $0.50 per Share to $0.25 per Share, reflecting the net asset backing per Share of the Company. As a result, parts of this section dealing with a valuation of $0.50 based on a “sum of parts” approach (the last 2 sentences of paragraph one, paragraphs two, three and four) are deleted. For the purpose of this Prospectus, the value per Share has been calculated by dividing the net tangible assets of the Company by the number of Shares which are currently in issue.

Section 1.4 – Corporate Structure (page 10): This section sets out a schematic structure of the BlackWall Group following the Demerger.

Section 1.5 – Funds/Investment Management Mandates (pages 10-11): This section provides an overview of the 13 funds/investment structures that are under the management of the Company as well as a description of the largest funds under management of the Company.

Section 1.6 – Property Management (page 12): This section provides a brief description BlackWall’s strategy regarding property management and a description of its property management mandates.

Section 2 – Directors & Management (pages 13-14): This section provides profiles of the Board of Directors and of senior management. It provides a profile of the members of the property advisory committee.

Section 3 – Financial Information (pages 15-23): This section provides financial information that comprises the following:

  • Pro forma balance sheet as at 30 June 2011. There is an updated pro forma balance sheet for the Company included in this Prospectus in Section 3.2 (Updated Balance Sheet).

  • Pro forma forecast consolidated income statement for the year ending 31 December 2011.

  • Sensitivity analysis, key assumptions and accounting policies relevant to the above.

However, the Directors have decided not to include an independent accountant’s report in this Prospectus and the references in paragraphs 5 and 6 of Section 3.2 of the Original Prospectus to the inclusion of an independent’s report, and all other references to an independent accountant and an independent accountant’s report, are deleted.

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Section 5 – Risk Factors (pages 30-32): This section lists a number of risks that may have a material effect on the financial position and performance of the Company and the value of its securities, and therefore the returns to Investors. Risks include those relating key personnel, the ability to attract qualified staff, the premature termination of material contracts, shareholder dilution, economic risks, changes to regulation and laws (including tax legislation), market conditions, operating risk, property sector performance, development risk, reputational risk and litigation risks.

Section 6 –Material Contracts (pages 33-37): This section summarises the rights attaching to ownership of the Shares as detailed in the Constitution of the Company, certain property services agreements to which BlackWall is a party and in respect of which it will provide services to each of BQF and P-REIT. This section also contains details of the BlackWall employee share and share option plans.

Section 7 – Additional Information (pages 38-43): This section provides a range of information for Investors that was required to be disclosed in the Original Prospectus, including:

  • Interests of Directors;

  • Remuneration of Directors and Executives;

  • Related Party Transactions and Corporate Governance;

  • Consents & Disclaimers;

  • Interests of Experts & Advisers;

  • Expenses of the Prospectus;

  • Litigation;

  • Warning Statement – Issues to New Zealand Investors; and

  • Directors’ Authorisation.

2.2 Information not Incorporated in this Prospectus

As noted above, the Directors have decided not to include an independent accountant’s report in this Prospectus. As a result, Section 4 (Independent Accountant’s Report) of the Original Prospectus (pages 24-29) which includes an independent accountant’s report, and all other references to an independent accountant and an independent accountant’s report, are deleted.

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3 MATTERS SUBSEQUENT TO ORIGINAL PROSPECTUS

3.1 Notes to Updated Balance Sheet

Section 3.2 below sets out an updated pro forma balance sheet for the Company. This Updated Balance Sheet should be read in conjunction with the following sections of the Original Prospectus:

  • Accounting policies in Section 3.8;

  • The key assumptions underlying the Pro Forma Balance Sheet in Section 3.5;

  • The key forecast assumptions and discussion in Section 3.6; and

  • The sensitivity analysis in Section 3.7 and risk factors detailed in Section 5.

The Updated Balance Sheet included in this Prospectus:

  • is presented in an abbreviated form and is not set out in the form, or contain all of the disclosures, that would be required to be presented in an annual financial report prepared in accordance with Accounting Standards and the Corporations Act;

  • takes into account the Company’s accounts to 30 June 2011 which are currently being audited for the purposes of the Company’s year end financial report; and

  • takes into account the capital raised under the Original Prospectus and assumes a further $250,000 is raised under this Prospectus.

3.2 Updated Pro Forma Consolidated Balance Sheet

Balance Sheet
Current Assets
Cash and Cash Equivalents
Trade and Other Receivables
Other Current Assets
Current Assets
Non Current Assets
Equity Accounted Investments
Non-Current Financial Assets
Property Plant and Equipment
Intangible Assets
Other Non Current Assets
Total Non Current Assets
Total Assets
As at 30 June 2011
(Unaudited)
Capital Raising
Updated Balance
Sheet
$675,000
$250,000
$925,000
$804,000
$804,000
$6,000
$6,000
$1,485,000
$250,000
$1,735,000
$105,000
$105,000
$11,475,000
$11,475,000
$677,000
$677,000
$411,000
$411,000
$38,000
$38,000
$12,706,000
$0
$12,706,000
$14,191,000
$250,000
$14,441,000

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Current Liabilities
Trade and Other Payables
Current Tax Payable
Provisions
Total Current Liabilities
Non Current Liabilities
Tenant Deposits
Other Borrowings
Provisions
Total Non Current Liabilities
Total Liabilities
($994,000)
($994,000)
($338,000)
($338,000)
($148,000)
($148,000)
($1,480,000)
$0
($1,480,000)
($68,000)
($68,000)
($450,000)
($450,000)
($8,000)
($8,000)
($526,000)
$0
($526,000)
($2,006,000)
$0
($2,006,000)
NET ASSETS $12,185,000
$250,000
$12,435,000

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4 EFFECT OF THE NEW OFFER ON THE COMPANY

4.1 Capital Structure of the Company

The effect of the New Offer on the capital structure of the Company is set out in Section 1.2 of this Prospectus above.

4.2 Effect on increased subscriptions on Gearing and Cash Position

The Updated Balance Sheet shows the effect of the increased subscriptions on the Company. Specifically, assuming $250,000 is subscribed for under this Prospectus, the Company’s cash increases (from the financial information shown in the Original Prospectus) by $250,000 and debt will be 3.2% of total tangible assets.

4.3 Principal Effects of the New Offer

If all the new Shares that may be issued under this Prospectus are issued pursuant to this Prospectus, then the number of Shares on issue will increase by 16,000,000 representing an increase of approximately 26.5% of the issued share capital of the Company as at the date of the close of the New Offer, and the Company will receive $0.25 for each new Share in excess of 6,186,326 that the Company issues.

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5 ADDITIONAL INFORMATION

5.1 Consents & Disclosures

Each of the parties referred to in this section does not make, or purport to make, any statement in this Prospectus other than those referred to in this section: and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section in the context in which it appears.

Herceg Lawyers has given its written consent to being named as legal adviser to the Company in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Pelorus has given its written consent to the inclusion of the statements made in the Chairman’s Letter and Sections 1 and 3 of the Original Prospectus, that are deemed to be incorporated in this Prospectus in the form and context in which they are in included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

RFML in its own capacity has given its written consent to the inclusion of the statements made in Sections 5 and 7.7 of the Original Prospectus, that are deemed incorporated into this Prospectus in the form and context in which they are in included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

RFML as responsible entity for P-REIT has given its written consent to the inclusion of the statements made in the Chairman’s Letter in this Prospectus and in the Chairman’s Letter and Section 1.5 of the Original Prospectus that are deemed incorporated into this Prospectus in the form and context in which they are in included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

5.2 Directors’ Authorisation

This Prospectus is issued by the Company and in accordance with section 720 of the Corporations Act, each Director has consented and has not withdrawn their consent to the lodgement of this Prospectus with ASIC.

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6 GLOSSARY

All terms contained in the Original Prospectus will, unless otherwise stated, have the same meaning when used in this Prospectus. In addition, the following terms will have the following meanings when used in this Prospectus:

Allotted Shares means 6,186,326 Shares allotted by the Company pursuant to the Initial Offer.

ASX Spread Rule means Condition 7(b) of ASX Listing Rule 1.1, which requires that there must be at least 400 holders each having a parcel of the main class of securities (excluding restricted securities) with a value of at least $2,000.

Expiry Date means 5.00pm (Sydney time) on the date which is 13 months after the date this Prospectus is lodged with ASIC.

Initial Offer means the offer by the Company under the Original Prospectus of up to 6,000,000 Shares at an issue price of $0.50 per Share to raise approximately $3,000,000.

New Offer means the new Offer by the Company under this Prospectus of up to 16,000,000 Shares at an issue price of $0.25 per Share.

Original Prospectus means the Company’s Replacement Prospectus lodged with ASIC on 19 November 2010, which replaced the replacement prospectus dated 17 November 2010 and the prospectus dated 9 November 2010, as supplemented by the supplementary prospectuses dated 18 February 2011, 18 May 2011 and 18 August 2011, lodged with ASIC on those dates, respectively.

Updated Balance Sheet means the updated pro forma balance sheet for the Company included in this Prospectus in Section 3.2.

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CORPORATE DIRECTORY

BlackWall Property Funds Limited Level 1, 50 Yeo Street Neutral Bay NSW 2089 Ph: (02) 9033 8622 Fax: (02) 9033 8600

Directors

Richard Hill – Non-Executive Chairman Stuart Brown – Managing Director Joseph (Seph) Glew – Non-Executive Director Robin Tedder – Non-Executive Director

Legal Adviser Herceg Lawyers Level 33 Australia Square 264 George Street Sydney NSW 2000 Ph: (02) 9258 1960 Fax: (02) 9258 1111

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