heathley direct medical fund

Transcription

H E AT H L E Y D I R E C T
MEDICAL FUND
PRODUCT DISCLOSURE STATEMENT PART A
ARSN 602 267 514
1
No.
HEATHLEY DIRECT MEDICAL FUND No. 1
PART
|XAHEADER
| A OF PDS
CONTENTSPAGE
A1 HOW TO INVEST
1
A2DIRECTORY
2
A3 LETTER FROM THE MANAGING DIRECTOR
3
A4 INVESTMENT OVERVIEW
4
A5 FUND STRUCTURE AND OVERVIEW
8
A6INVESTMENT RATIONALE 12
Thematic Property Investment in Medical Properties
A7 THE MANAGER – HEATHLEY ASSET MANAGEMENT LIMITED 14
A8 FEES AND OTHER COSTS
18
A9TAXATION
23
A10RISKS
25
A11 OTHER INFORMATION
30
A12 INVESTOR REPORTING
32
A13GLOSSARY
34
A14 GUIDE TO COMPLETING THE APPLICATION FORM
37
APPLICATION FORM – INDIVIDUAL
39
APPLICATION FORM – COMPANY
41
APPLICATION FORM – TRUST OR SUPERANNUATION FUND
45
APPLICATION FORM – EXISTING HDMF1 INVESTOR
49
Important words and terms used in this PDS can be found on
page 33 of this PDS.
PAGE 2
HEATHLEY ASSET MANAGEMENT LIMITED
A1
STEP
| HOW TO INVEST
1
READ THIS PDS
You should read Part A and Part B of this PDS in full before deciding whether to invest in the
Fund and if you are in any doubt, you should consider consulting your advisers. The information
contained in this PDS is of a general nature only. It has been prepared without taking into account
your particular investment objectives, personal circumstances, financial situation or needs.
Heathley does not guarantee any income or capital return from the Fund. There can be no
assurance that the Fund will achieve results that are consistent with investment performance of
previous investments or that the investment objectives for the Fund will be achieved.
STEP
2
CONSULT YOUR ADVISER
When making decisions in relation to your own personal circumstances and objectives, you may
wish to seek independent financial advice. This PDS is also not intended to be, and should not be
construed in any way as, investment, legal or financial advice.
You should consider consulting your financial adviser, stockbroker or other professional advisers
before deciding whether to invest.
STEP
3
COMPLETE THE APPLICATION FORM AND RETURN IT TO HEATHLEY
Investors may apply for Units in the Fund by completing and returning the relevant Application Form
in Section A14 of this PDS.
There are three different Application Forms
1. Individual/Joint Application Form
2. Company Application Form
3. Trust or Superannuation Fund Application Form
Investors should sign the Signatories form on Page 50 to 52 and include details of their nominated
bank account into which distributions will be paid.
Completed Application Forms and Signatory Form, together with payment for the full Investment
Amount, should be sent to Heathley Asset Management at the following address –
Heathley Direct Medical Fund No. 1
c/o Heathley Asset Management Limited
Level 13, 20 Hunter St
Sydney NSW 2000
Alternately you may direct debit your Application Funds to:
Account Name: Bank:
BSB:
Account Number:
The Trust Company Australia ACF HDMF No 1 Corporate Cheque account
National Australia Bank
082 057
74 434 7728
For further information please contact:
John Taylor or Mark Howard, on (02) 8247 7000, or [email protected]
PAGE 1
|
A2DIRECTORY
HEATHLEY DIRECT MEDICAL FUND NO. 1
AUDITOR
ABN 85 477 014 904
ARSN 602 267 514
APIR Code HTH0015AU
KPMG
TAXATION ADVISOR
MANAGER AND RESPONSIBLE ENTITY
Heathley Asset Management Limited
ABN 40 003 976 672
AFSL 246368
APIR Code HTHX100AU
REGISTERED OFFICE OF THE MANAGER
Level 13
20 Hunter Street
Sydney NSW 2000
Greenwoods & Freehills
CUSTODIAN OF THE FUND
The Trust Company (Australia) Limited
ACN 000 000 993
AFSL 235148
LAWYERS FOR THE MANAGER
Norton Rose Fulbright Australia
Telephone: +61 2 8247 7000
Facsimile: +61 2 9221 8243
E-mail:[email protected]
Web site: www.heathley.com.au
About this Product Disclosure Statement
This Product Disclosure Statement (PDS) relates to the Heathley Direct
Medical Fund No.1 (Fund) and the offer of Units in the Fund (Offer). The
issuer of Units in the Fund is Heathley Asset Management Limited (the
Responsible Entity or Manager or HAML or Heathley), who holds
an AFS licence (AFSL No. 246368) and is the Responsible Entity and
Manager of the Fund.
This PDS comprises of a Part A and Part B section. It is intended that the
Manager will review this PDS during the Investment Period for currency,
and issue supplementary PDS’ from time to time, in light of additional
proposed Property acquisitions. Each supplementary PDS that is issued
by the Manager following the date of this PDS will replace the current
Part B of this PDS.
This PDS was prepared by the Manager and is dated 1 November
2014. Information is provided as at the date of the PDS except where
otherwise indicated.
PDS Updates
The information in this PDS is up-to-date at the time of preparation.
However, some information which is not materially adverse may change
from time-to-time, and where this occurs, the Manager will make the
PAGE 2
updated information available on the Manager’s web site at
www.heathley.com.au. A paper copy is also available on request, free
of charge. In certain cases, the Manager may also give new Investors
a supplementary product disclosure statement for other reasons (for
example to make several minor consequential updates to Part A of the
PDS), which would need to be read together with this PDS.
Any person receiving this PDS electronically should note that applications
can only be accepted if the Manager receives a completed application
form which was included in or accompanied by the electronic or paper
copy of this PDS.
This PDS contains important information, however it contains general
advice only and does not therefore take into account your particular
investment needs, objectives and financial and taxation circumstances.
Accordingly, before you make an investment, you should read this
PDS (and any supplementary PDS) carefully and in its entirety and you
should obtain independent financial and taxation advice about whether
an investment in the Fund is suitable for you. Past performance is not
indicative of future returns.
Offer only in Australia
This PDS may only be used by Investors receiving it (electronically or
otherwise) in Australia.
|
A3 LETTER FROM THE MANAGING DIRECTOR
1 November 2014
Dear Investors
As Heathley Asset Management Limited continues
to evolve its investment rationale around macro
thematics, we believe the medical property sector
continues to illustrate fundamental investment traits
that warrant further investment. Since HAML’s last fund
offering in the medical property sector in early 2014,
we are pleased to announce we are launching a new
property fund investing in direct medical properties,
named Heathley Direct Medical Fund No. 1 (Fund).
Under this offer, HAML is seeking to initially raise
$11.05 million which, together with borrowings
of $9.30 million, will be used to purchase four
properties (the Seed Properties). Following the
purchase of these Seed Properties, HAML will seek
to raise additional money from Investors to purchase
additional medical centres, specialist centres and
small private hospitals up to a combined portfolio
value of $150 million, in accordance with its
investment mandate.
The four (4) Seed Properties are:
~~ 87-89 Langtree Avenue, Mildura, Vic, with its
main tenant being Tristar Medical
~~ 574 Melton Highway, Sydenham, Vic, with
its main tenant being St Vincent’s Hospital
(Melbourne) Limited
~~ Lots 4,5 & 6 956 Gympie Road, Chermside,
Qld, with its main tenant being Sonic Healthcare
(Pathology) and Southernx Imaging (Radiology)
~~ Medical-related properties generally have longer
lease terms which insulates the income stream
and provides capital value stability
~~ Medical properties have low correlation to other
core property sectors. This means medical
properties diversify portfolio risk
~~ Medical properties deliver a higher return for a
commensurately lower level of risk than other
property sectors.
It is important that you read this PDS carefully,
including Section A10 on key risks relating to
investing in the Fund, before making your decision
to invest. You should seek your own advice from
a financial, taxation or other professional adviser if
necessary. The Fund has a term of seven (7) years,
which comprises a two (2) year Investment Period
and a five (5) year Portfolio Management Period. At
the conclusion of the Portfolio Management Period,
Investors will be asked to vote on the wind-up or
extension of the Fund. There is no redemption
facility during this time.
We recommend this offer to you and look forward to
welcoming you as an Investor in the Fund.
Yours sincerely
~~ 52 Pendlebury Road, Cardiff, NSW with its main
tenant being Healthe Care Limited.
We remain positive on the medical property sector
based on the following attributes:
~~ Non-cyclical demand for core medical services has
protected the sector from external market forces
Andrew Hemming
Managing Director
PAGE 3
|
FEATURE
DESCRIPTION
SECTION
HEATHLEY DIRECT
MEDICAL FUND NO. 1
The Heathley Direct Medical Fund No. 1 (Fund) is an unlisted property
fund that will invest in a portfolio of direct medical properties throughout
Australia (Property or Properties). The Properties will consist of medical
centres, specialist centres, and small private hospitals situated in locations
that we believe have demographics supportive of demand for healthcare.
A5
All Properties will be assessed based on the Manager’s strict acquisition
criteria prior to inclusion in the portfolio.
RESPONSIBLE ENTITY
AND MANAGER
Heathley Asset Management Limited (HAML) is the Responsible Entity,
the Manager and the Issuer of the Units in the Fund.
A7
HAML has established and managed 35 property funds since 1991.
SEED PROPERTIES
The Fund will initially acquire a 100% interest in four medical Properties
(Seed Properties) with a total acquisition price of $18.6 million:
B2
~~ 87-89 Langtree Avenue, Mildura VIC
~~ 574 Melton Highway, Sydenham VIC
~~ Lots 4, 5 & 6 956 Gympie Road, Chermside QLD
~~ 52 Pendlebury Road, Cardiff NSW
INVESTMENT OBJECTIVE
The Fund intends to invest in and manage the Properties with the aim
of providing Investors with income return and the potential for capital
growth. To achieve this, the Manager is seeking to acquire Properties up
to the value of $150 million during the Investment Period (which includes
the Seed Properties).
A5
INVESTMENT TERM
The Fund will have an Investment Term of seven (7) years which will
comprise:
A5
~~ An Investment Period of two (2) years ending in November 2016,
whereby it will target to acquire Properties up to the value of $150
million. The Fund will continue to raise equity for the duration of the
Investment Period, until the target acquisition value of $150 million is
achieved.
~~ A Portfolio Management Period of five (5) years, whereby the
Properties will be actively managed with the aim of providing income
returns and to maximize capital growth potential for Investors.
~~ At the completion of the Portfolio Management Period, Investors will
be asked to vote on whether to wind-up the Fund or extend the Fund
for a further two years.
~~ An extension beyond the additional two years, requires a unanimous
resolution of the Investors.
PAGE 4
FEATURE
DESCRIPTION
SECTION
INVESTMENT
STRATEGY
The Fund’s investment strategy is to:
A6
~Acquire a portfolio in accordance with the Fund’s investment criteria
detailed in Section A6. The Properties acquired will be:
-diversified by type - medical centres, specialist centres and small
private hospitals
- diversified by location and tenant.
~Actively manage the Properties during the Portfolio Management Period.
~While it is not the intention of the Manager to divest Property or
Properties during the Investment Term, if appropriate, the Manager
will consider selling a Property or Properties prior to the end of the
Investment Term.
FUND TO BE
CONSIDERED ILLIQUID
The Fund will not be liquid (pursuant to the definition of ‘liquid’ in the
Corporations Act 2001). As there is no assured secondary market for
Units in the Fund, Investors should consider their investment as medium
to long term and illiquid.
A5
FORECAST
FUND INCOME
DISTRIBUTIONS ON
SEED PROPERTIES
For the Seed Properties, the Manager forecasts annualised pre-tax
income distributions and yields of:
B3
Income distribution (cents per Unit)
Income distribution yield (%)
FY15FY16
5.1
8.0
8.00%18.00%
The Fund will pay distributions quarterly in arrears each quarter, with
the record date for such distributions being 31 March, 30 June, 30
September and 31 December. The first distribution is expected to be
made for the quarter ended 31 December 2014.
Changes in the portfolio, interest rates, the level of Fund gearing, portfolio
occupancy and other risk factors may influence the actual distribution.
Neither the Manager, the Custodian nor their directors guarantee the
returns from the Fund.
FORECAST TAX
DEFERRED INCOME2
The Manager anticipates that distribution payments to Investors will
include some tax deferred amounts.
B3
Annualised
1
Under current taxation law, income distributions to Investors may comprise a combination of any available tax free, tax deferred and tax assessable
components. Tax free distributions include the capital gains tax (CGT) discount, if applicable, depending on the type of investor. Tax deferred income
will comprise that income which is sheltered by plant and equipment Depreciation and by Building Allowances.
2
PAGE 5
|
CONTINUED
FEATURE
DESCRIPTION
SECTION
TARGET GEARING
RATIO
The Manager has a target gearing ratio (Target Gearing Ratio) for the
Fund of 45%. The Manager may temporarily exceed the Target Gearing
Ratio to place deposits on additional Properties or to acquire additional
Properties. Proceeds from subsequent equity raised may be utilised to
reduce the Fund’s gearing, in line with the Target Gearing Ratio.
B3
The gearing ratio at the time of acquiring the Seed Properties is
anticipated to be 47.2%.
RISKS
There are various risks typically associated with property based
investment funds including:
A10
~~ Fund specific risks
~~ General investment risks
~~ Manager risk
~~ Investor risk
~~ Other risks
Prospective Investors should carefully consider all risks before investing
and should also read and consider Section A10 in this PDS.
MINIMUM INVESTMENT
The minimum initial investment is $25,000 and thereafter in multiples
of $5,000
A5
MINIMUM OFFER
AMOUNT
The Manager will seek to initially raise $11,050,000 to fund the acquisition
of the Seed Properties. If the Minimum Offer Amount is not raised by 11
November 2014 (or such other date determined by the Manager) (Initial
Closing Date) the Manager may decide not to proceed with the Offer.
Applications will be refunded (without interest) if the minimum amount is
not raised.
A5
Following the acquisition of the Seed Properties and during the Investment
Period, the Manager will seek to raise additional equity, which together with
additional borrowings will be used to fund the acquisition of additional
Properties (Subsequent Minimum Offer Amount), taking the
combined acquisition value to $150,000,000.
APPLICATION PRICE
Units issued in respect of applications received before the Initial Closing
Date are priced at $1.00 each.
Applications received after the Initial Closing Date will be issued at a
price being the greater of (a) $1.00 per Unit; and (b) the per unit Net
Asset Value of the Fund uplifted by a Transaction Cost amount taking into
account stamp duty and other Transaction Costs.
The Net Asset Value may increase or decrease based on the change
in valuation of the Properties. The Properties will be valued at regular
intervals in accordance with the Manager’s valuation policy.
PAGE 6
A5
FEATURE
DESCRIPTION
SECTION
FEES AND OTHER
COSTS3
There are certain one-off and ongoing costs payable in relation to an
investment in the Fund, including the following:
A8
Contribution feeNil
Management feeA management fee of 1.20% of Net Asset
Value per annum.
Performance fee20% of the outperformance of the Fund
over an equity IRR of 10.50% (pre-tax,
net of fees), payable upon the wind up
or sale of the Fund and/or other limited
circumstances.
Property acquisition fee2.50% of the total consideration payable
for acquiring a Property.
Disposal fee2.00% of the gross sale price of the
Property or Properties (with any selling
costs payable to external real estate
agents paid for by the Manager out of the
Manager’s disposal fee).
HOW TO APPLY
All applications for an investment in the Fund must be made on the
relevant application form attached to and forming part of this PDS.
A14
The completed Application Form and required certified documents
together with the Application Amount must be lodged with the Manager.
The Application Amount will be placed in an interest bearing trust
account until Units are issued to successful applicants. The interest
accrued in the trust account will revert to the Fund.
The Manager reserves the right to accept or reject, in whole or in part,
any application for Units.
To the extent the Manager does not accept an application, the Manager
will refund the Application Amount (less taxes and bank charges), without
interest, within ten Business Days.
The fees and other costs are shown as GST exclusive amounts.
3
PAGE 7
|
52 PENDLEBURY
ROAD, CARDIFF
NEW SOUTH WALES
PURPOSE OF THE OFFER
KEY DATES
The Manager is looking to initially raise $11.05 million to
acquire the Seed Properties for the Fund. The Manager will
then seek to raise additional money to acquire additional
Properties over a two (2) year period ending in November
2016 (Investment Period), up to a value of $150 million.
Following the Investment Period, it is the intention of the
Manager to hold the portfolio for a period of five (5) years
(Portfolio Management Period).
The Manager reserves the right to close the Investment
Period if the total portfolio value reaches or exceeds $150
million prior to the completion of the Investment Period. Prior
to the settlement of the Properties, Investor’s Application
Monies will be held in an interest bearing trust account.
Once Units are issued (Issue Date) the Applicant is entitled to
quarterly distributions from the Fund on a pro-rata basis from
the Issue Date.
PAGE 8
Offer Open Date
1 November 2014
Initial Closing Date
10 November 2014
Initial Allotment Date (Seed Properties): 10 November 20141
Initial Settlement:
11 November 2014
Final Allotment Date:
10 November 20161
Completion of Investment Period:
11 November 20161
Units will be allotted within 30 days of receipt of a valid application
and application monies, but not later than the Allotment Date for Seed
Properties or Final Allotment Date.
1
THE FUND WILL AIM TO PROVIDE INVESTORS
WITH INCOME DERIVED FROM LONG-TERM
LEASES TO ROBUST MEDICAL TENANTS AND
CAPITAL GROWTH BY ACTIVE MANAGEMENT
ISSUE PRICE
Units issued in respect of applications received before the
Initial Closing Date are priced at $1.00 each.
Applications received after the Initial Closing Date will be
issued at a price being the greater of (a) $1.00 per Unit; and
(b) the per unit Net Asset Value of the Fund uplifted by a
Transaction Cost amount taking into account stamp duty and
other Transaction Costs.
This purchase price is supported by an independent valuation
dated 3 October 2014, undertaken in accordance with the
relevant industry standards by Colliers International on behalf
of the prospective Investors and mortgagee. The Independent
Valuation prepared by Colliers International is available at the
Manager’s office for review.
The purchase price of Lots 4, 5 and 6 956 Gympie Road,
Chermside QLD is $5.3 million.
relevant industry standards by Knight Frank Valuations QLD
on behalf of the prospective Investors and mortgagee. The
Independent Valuation prepared by Knight Frank Valuations
QLD is available at the Manager’s office for review.
The Net Asset Value may increase or decrease based on the
change in valuation of the Properties. The Properties will be
valued at regular intervals in accordance with the Manager’s
valuation policy.
MINIMUM INVESTMENT
The purchase price of 52 Pendlebury Road, Cardiff NSW is
$5.25 million.
The minimum investment amount is $25,000, and then
increments of $5,000. The Manager reserves the right to
accept applications for lower amounts.
relevant industry standards by Jones Lang LaSalle on behalf
Valuation prepared by Jones Lang LaSalle is available at the
Manager’s office for review.
INVESTMENT OBJECTIVE
The Fund will aim to provide investors with income derived
from long-term leases to robust medical tenants and
capital growth by active management with numerous
potential exit strategies.
INVESTMENT TERM
The purchase price of 87-89 Langtree Avenue, Mildura VIC is
$3.9 million.
The Fund will have an Investment Period of two (2) years
from the date of this PDS and ending in November 2016.
Following the Investment Period, the Fund will have a Portfolio
Management Period of five (5) years.
dated 20 August 2014, undertaken in accordance with the
relevant industry standards by Colliers International on behalf
Valuation prepared by Colliers International is available at the
Heathley Offices for review.
At the completion of the Portfolio Management Period, the
Investors will vote to terminate or continue the Fund, via a
Special Resolution. If the Investors vote to continue the Fund,
the extension will be for a term of no longer than two (2)
years, at which point the Fund can only be extended for a
further period by a unanimous vote of the Investors.
The purchase price of 574 Melton Highway, Sydenham VIC is
$4.15 million.
Please refer to the section “Investment Overview” and the
Glossary under “Special Resolution”.
SEED PROPERTIES
A TWO YEAR INVESTMENT PERIOD FOLLOWED BY A FIVE YEAR PORTFOLIO MANAGEMENT PERIOD
ESTABLISHMENT
OF THE FUND
INVESTMENT
PERIOD COMPLETE
INVESTMENT PERIOD
The Fund will continue to acquire property
up to a value of $150 million
YEAR 1
YEAR 2
PORTFOLIO MANAGEMENT
PERIOD COMPLETE
PORTFOLIO MANAGEMENT PERIOD
Consistent income derived from long-term leases and
capital growth by active management
YEAR 3
YEAR 4
YEAR 5
YEAR 6
YEAR 7
PAGE 9
|
ILLIQUID INVESTMENT
As this is an illiquid investment, Investors will not have the
right to withdraw their money from the Fund. The Manager
does not expect to make any withdrawal offers.
Once your application has been accepted, you should expect
your investment will remain in the Fund until the Properties are
sold and the Fund is wound up.
There will not be any established secondary market for the
sale of Units. If you wish to sell your Units, then under the
law there are certain restrictions placed on the Manager in
relation to the level of assistance that can be given. Subject to
those restrictions, the Manager will endeavour to assist you
should you wish to sell your Units.
Under the Constitution, the Manager, at its discretion, may
refuse to register any transfer of Units.
RISKS
Please refer to Section A10 for important information
regarding the risks and sensitivities associated with an
investment in the Fund.
DISTRIBUTIONS
It is the intention of the Responsible Entity that the Fund will
make income distributions every quarter with the relevant
dates for such distributions being 31 March, 30 June, 30
September and 31 December each year. The first distribution
will be made in respect of the period from 11 November 2014
to 31 December 2014.
In respect of an Investor holding Units in the initial distribution
period, distributions will be calculated having regard to the
number of days during that period on which the Investor
held those Units. Thereafter, distributions will be paid to all
Investors holding Units on the relevant record date quarterly
in arrears.
All distributions must be paid directly into an Australian bank
account or an account with a financial institution (where
there is a branch in Australia). Distributions will not be paid
by cheque.
The Fund does not have a distribution reinvestment plan.
The Fund will typically pay distributions from cash flows from
operations (excluding borrowings). The Responsible Entity
may retain a portion of the cash from operations available
for distribution in one period to smooth distributions and/or
provide working capital for future periods.
PAGE 10
CONTINUED
The Responsible Entity will provide Investors each year
with an annual tax statement which will summarise the
distributions paid/payable in respect of that income year and
the tax components, including any tax deferred component of
that distribution.
Changes in interest rates, the level of gearing and other
risk factors may influence the actual distribution or the tax
deferred component of a distribution. Neither the Responsible
Entity, the Custodian, nor their directors, guarantee returns
from the Fund. See Section A10 on the key risks associated
with distributions.
VALUATIONS
The Responsible Entity has a written valuation policy which
will apply to the Fund. Under the written valuation policy, it
is the intention that the Properties be independently valued
on the second anniversary of the acquisition date of each
Property by a qualified valuer.
The Responsible Entity will have the Properties independently
valued within two months when it believes there has been a
significant change in the value. In addition, the Board of the
Responsible Entity will assess the value of the Properties at
least every six months.
The Responsible Entity may also appoint other
independent valuers.
Independent valuations of the Seed Properties have been
determined using a combination of the capitalisation and
discounted cashflow analysis. The Capitalisation Rate used
was 8.50% for 87-89 Langtree Avenue Mildura VIC, 8.00%
for 574 Melton Highway, Sydenham VIC, 8.00% for Lots 4,5
and 6, 956 Gympie Road, Chermside QLD and 8.5% for 52
Pendlebury Road, Cardiff NSW.
Copies of the independent valuations are available at the
Manager’s office for review. The risks associated with the
valuations are outlined in Section A10.
TAXATION
The Fund is a unit trust, and therefore the Fund should
not generally be liable for income tax as it is intended that
Investors will be presently entitled to all of the distributable
income of the Fund (as determined by the Constitution) each
year. The income from the Fund’s Properties is expected to
have a proportion that is tax deferred. These tax deferred
amounts generally arise through the availability of allowances
for costs relating to the construction cost of buildings,
fixtures, fittings, plants and equipment.
As the Fund is a unit trust, it is possible to pass these
benefits on to Investors who hold Units at the relevant
record date for distributions. The Responsible Entity will
provide regular updates on the proportion of distributions
that are tax deferred in an annual taxation statement.
Tax deferred distributions are generally not assessable when
received unless, and until, the total tax deferred amounts
received by an Investor exceed the cost base of the Units.
This means that income tax should not be payable on the
component of the distribution that is tax deferred in the year
that the tax deferred component is received from the Fund.
For capital gains tax purposes, amounts of tax deferred
distributions received reduce the cost base of the Units
for the Investor and therefore affect the Investor’s capital
gain/loss calculation (for taxation purposes) on disposal/
redemption of the Units.
The ATO has recently asserted that tax-deferred
distributions may be assessable under ordinary principles
to taxpayers that do not hold their investments on capital
account. Investors should seek their own professional
independent taxation advice about whether the above will
apply to them.
For further information on taxation implications of investing
in the Fund see Section A9.
HOW TO INVEST
Applications to invest must be made by completing the
Application Form which accompanies this PDS. The Application
Form should be completed in accordance with the Guide to
Completing the Application Form (refer to page 37 to 38).
MASTER TRUSTS AND WRAP ACCOUNTS
Indirect investors investing through an Investor Directed Portfolio
Service (IDPS) or IDPS-like scheme (often referred to as master
trusts, wrap accounts, nominee or custody services) do not
complete the Application Form in this PDS and do not become
Investors in the Fund. As such, they do not acquire the rights
of an Investor in the Fund. The operator of the IDPS scheme
acquires such rights and can exercise, or may decline to exercise,
them on behalf of indirect investors. Indirect investors do not
receive income or reports directly from the Manager nor are they
entitled to attend Investor meetings or participate in the winding
up of the Fund. Application Amounts as well as processing times
will depend on the internal administrative procedures of the IDPS
or IDPS-like scheme. The amount and timing of distributions an
indirect investor may receive may also differ from those received
by direct Investors and from those referred to in this PDS.
You should refer to the documentation relating to your IDPS
or IDPS-like scheme for further information including details of
any additional fees and charges that may apply.
574 MELTON
HIGHWAY,
SYDENHAM
VICTORIA
PAGE 11
||
A6INVESTMENT RATIONALE –
THEMATIC PROPERTY INVESTMENT IN MEDICAL PROPERTIES
The management of Heathley have identified the medical property
sector as a sound investment for the following key reasons –
~~ Growing level of non-discretionary demand for medical
services as a result of an ageing population
~~ Fragmented ownership represents an opportunity to
consolidate under professional management
~~ Potential to form a partnership with a highly skilled and
experienced operator or developer to provide a pipeline
of properties
~~ The medical/health sector is not closely correlated to
other property asset classes, which provides portfolio
diversification
GROWING LEVEL OF NON-DISCRETIONARY DEMAND
FOR MEDICAL SERVICES AS A RESULT OF AN AGEING
POPULATION
~~ Doctors – at present a number of private specialists, such
as radiologists, hold a large amount of property in their
personal names or via their self-managed super funds. The
Fund will provide a means of liquidity for those individuals
looking to exit their property investment in preparation
for retirement. Alternatively, for those doctors looking to
continue practice, HAML will encourage co-investment in
the Fund which will have the benefit of increasing alignment
between the doctors/tenants and the Investor in the Fund.
RELATIVE TO OTHER PROPERTY CLASSES, THE
MEDICAL/HEALTH SECTOR IS LESS VOLATILE
On a historical basis, relative to other asset classes including
office, retail and industrial, healthcare has performed more
consistently and offers a superior risk-reward trade-off.
AUSTRALIAN DIRECT PROPERTY TOTAL RETURNS
Annualised return on quarterly periods to June 2014
The growth in the demand for medical services resulting from
an ageing population sees pressure being placed on existing
medical properties. That is, medical centres, specialist
centres and small private hospitals.
The Manager believes that this continued growth in the
ageing population will underwrite demand for space from
medical tenants across the spectrum. Not least of these will
be GP clinics, specialist consulting suites and day surgeries.
FRAGMENTED OWNERSHIP REPRESENTS
AN OPPORTUNITY TO CONSOLIDATE UNDER
PROFESSIONAL MANAGEMENT
At present the target market of properties has disparate
ownership. Based on the Manager’s experience, it believes
that primarily properties are held by healthcare operators
and doctors. This represents an opportunity to consolidate
ownership with a professional manager. The benefits to the
current owners would be as follows ~~ Healthcare Operators – many larger operators currently
hold a large amount of property on balance sheet which
either ties up capital and dilutes their operating margin, or
increases the level of debt on balance sheet. The Fund will
provide the ability for operators to sell down their property
exposure and commit funds to their primary operations,
or reduce gearing on balance sheet. Long term leases
will give certainty on the tenure of their operations in the
long term.
The Manager will aim to have a number of formal
agreements to acquire properties on an ongoing basis to
support the growth of this Fund.
PAGE 12
RISK/REWARD TRADE-OFF FOR PROPERTY
Eight year sample period
Note: The above charts relate to the performance of a broad pool of
property in each category indicated. The “healthcare” related returns
are not the returns of the Seed Properties or the other Properties
to be acquired by the Fund and are not a reliable indicator of future
performance of the Fund.
INVESTMENT CRITERIA
The Manager aims to acquire Properties that meet the following criteria:
PROPERTY TYPE
MEDICAL CENTRE
SPECIALIST CENTRE
SMALL PRIVATE HOSPITALS
Client & Use Description
GP based clinics
Day surgery and specialist
services including ancillary
medical services
Privately operated hospitals
with fewer than 100 beds.
Locational Requirements
Convenience based locations
more correlated with retail
locational drivers.
Located in or within close
proximity to existing health
precincts and facilities
Located in or within close
proximity to existing health
precincts and facilities.
WALE
>than 4yrs
>than 6yrs
>than 6yrs
Property Occupancy
>90%
>85%
>than 90%
Asset Size
Between $4.0M - $15M
Between $4.0M - $25M
Between $5.0M - $40.0M
Property Objectives
To provide sustainable and stable income to the Fund from Properties that have a strategic
advantage increasing the likelihood of retaining and extending occupancies and WALE.
Development
The Fund may consider funding greenfield and brownfield development opportunities that have
been de-risked through ensuring each opportunity has an approved development application,
agreements for lease in place for the majority of the space and other development risk
mitigants as are considered necessary.
Each Property will be subject to the approval of the board of the Responsible Entity on a case by case basis. The board of the
Responsible Entity will consider each potential acquisition on its own merits against the Fund’s investment criteria and will not
be under any obligation to approve any acquisition.
LOTS 4, 5 AND 6
956 GYMPIE RD,
CHERMSIDE
QUEENSLAND
PAGE 13
|
A7THE MANAGER – HEATHLEY ASSET MANAGEMENT LIMITED
MANAGEMENT OF THE FUND
Directors of the Manager
The Manager
The Manager of the Fund is Heathley Asset Management
Limited (HAML). The sole shareholder of the Manager is
Heathley Limited ACN 001 477 505, established in 1977.
The principal area of operations of Heathley Limited is
funds management.
HAML was incorporated in New South Wales as a public
company on 26 April 1990 and holds AFS Licence No.
246368 issued by ASIC.
As at November 2014, HAML was managing seven (7)
single property fixed term funds together with the Heathley
Diversified Property Fund and has a total property funds
under management of approximately $288 million. Since
1990, HAML has successfully established 35 property funds,
the majority of which have now been wound up and the
properties sold.
The Manager is responsible for the management of the
Fund and must perform its role in accordance with its duties
under the Corporations Act 2001, and the Constitution
and Compliance Plan of the Fund. In exercising its powers
and duties, the Manager must act honestly, with care and
diligence and in the best interests of Investors. Where there
is a conflict between the Manager’s own interest and that
of Investors, it must prefer the interests of Investors over its
own interest.
JOHN STUCKEY
Chairman and NonExecutive Director
Appointed 1 July 2013
Bachelor of Agricultural Economics (Hons 1) (University of New England)
Master of Economics (University of New England)
PhD in Business Economics (Harvard University)
John Stuckey was with management consultants McKinsey
& Company for over 25 years, where he advised senior
executives of major Australian companies on strategy and
organisation issues.
He was the Managing Partner of the Australasian practice,
Chairman of McKinsey & Company Asia, as well as a Board
Member of McKinsey Global.
He is a former Chairman of the External Advisory Panel of the
Australian Securities and Investments Commission.
He was a Member of the Heathley Advisory Board for six
years prior to his appointment to Chairman of Heathley.
Management Experience
The Directors and senior management of the Manager have
been involved in the areas of funds management, property
and banking for many years. Their experience includes the
assessment of property investment transactions, establishing
investment trusts, property trusts and property syndications,
the funding of property trusts and investments and the
development and management of investment properties.
The Manager has a proven track record of strong
performance, underpinned by a history of identifying niche
sectoral trends and building property funds which capitalise
on growth.
PETER HEMMING
Founding Chairman and
Non-Executive Director
Appointed 3 May 1990
Bachelor of Commerce (University of Queensland)
Peter Hemming established Heathley Limited in 1977 and is
its Founding Chairman.
Peter is involved with Heathley in a consulting role on strategic
matters, property acquisition and special projects, as well as
have a continuing interest in private client relationships.
He is the Founding Chairman of Heathley Asset
Management Limited.
He is a former Member of the External Advisory Panel of the
He is the Chairman of Epic Private Journeys and a Member of
the Advisory Board of Renoir Consulting.
PAGE 14
DAVID SMITHSON
ANDREW HEMMING
Managing Director
Appointed 26 November 2009
Appointed 1 August 2013
Bachelor of Economics (University of Queensland)
Bachelor of Arts (Commerce) (Macquarie University)
Master of Business Administration (Macquarie University)
David Smithson has been involved in the development and
implementation of large-scale retail financial services IT
systems – principally banking, funds management and general
and life insurance – in Australia, Asia and Europe for 35 years.
His experience has included management of a large R &
D project using leading-edge technologies and application
standards, the development of complex implementation
programmes utilising industry-standard methodologies,
through to hands-on product marketing and sales strategies.
Most recently, he provided strategic consulting to financial
services multi-nationals headquartered in Europe on the
deployment of new, integrated systems.
Andrew Hemming was appointed Managing Director
in August 2013 and is responsible for the day-to-day
leadership and management of Heathley.
Prior to his appointment he was Investment Specialist
– Real Estate Funds with Folkestone Limited. He has
previously worked at Heathley from 2007 to 2011.
He has had 11 years’ experience in investment markets
with leading international financial institutions and stock
broking houses in both Sydney and London.
He is the Chairman of Heathley’s IT Committee.
GEORGE WEBSDALE
PETER BARNES
Executive Director –
Property
Appointed 1 January 2014
Appointed 31 July 2011
Bachelor of Commerce (University of New South Wales)
Fellow, Australian Property Institute
Fellow, Royal Institution of Chartered Surveyors
Bachelor of Applied Science (Land Economics) - UTS
Peter Barnes has a long career in the property industry most
recently having been Executive Vice President, Head of
Property Lending for the Commonwealth Bank of Australia,
Institutional Bank. He has previously held roles at Lend Lease,
and CRI Australia where he was Managing Director for 21 years.
He is currently, a Non-Executive Director of the Valad V+ Fund,
Non-Executive Director of Capstone Recruitment, Chairman
of the Investment Committee for Charter Hall Core Plus Office
Fund, Chairman of PPB Advisory, Real Estate Practice, and
Advisory Board Member of Taylor Construction Group.
George Websdale is primarily responsible for the acquisition,
management and sale of all properties of the Heathley
Property Funds.
He has over 20 years’ experience in all aspects of the
management and investment management of commercial
and industrial property across Australia.
Prior to joining Heathley, he was General Manager, Office and
Industrial at Stockland Property Group.
He is a Member of the Australian Property Institute and a
Member of the Executive Committee of the Property Funds
Association of Australia.
He has previously held Board positions with Goodman
Australia, FKP Funds Management, Australian Property
Institute and Property Council of Australia.
PAGE 15
|
A7THE MANAGER – HEATHLEY ASSET MANAGEMENT LIMITED
CONTINUED
Senior Management
TOBY KREIS
JACOB TREDER
Head of Funds
Management
Head of Finance and
Corporate Development
Bachelor of Commerce & Bachelor of Business (Management)
(University of Queensland)
Toby is responsible for the management and strategy
execution across all Heathley property funds.
Toby has been involved in the funds management and
advisory industry for over ten years.
He joined Heathley in March 2014, having previously worked
at Folkestone Limited as Investment Manager for their direct
property and fund investments. Prior to joining Folkestone,
Toby worked at Mirvac as Analyst for the Mirvac Industrial
Trust, and at Deloitte in both their Assurance & Advisory and
Corporate Finance Divisions.
Institute of Chartered Accountant of Australia
Bachelor of Laws, Bachelor of Commerce (Victoria University, Wellington,
New Zealand)
Jacob Treder joined Heathley in June 2014 as Head of
Finance and Corporate Development.
He is responsible for overseeing all financial and treasury
activities as well as the financial reporting and compliance of
the Heathley Investment Funds.
Jacob has over 12 years’ experience in finance in both
transactional and operational environments, most recently as
Investment Manager at Pencarrow Private Equity (Wellington,
New Zealand).
JOHN TAYLOR
VIJITHA YOGAVARAN
Head of Distribution &
Investor Relations
Assistant Fund Manager
Bachelor of Commerce (Sydney)
Graduate Diploma of Applied Finance (FINSIA)
Chartered Management Accountant (ACMA, CGMA)
Chartered Certified Accountant (FCCA)
John is responsible for Investor Relations and capital raising
for Heathley. Prior to his appointment, John was the Head of
Distribution at Centuria Property Funds.
Vijitha is responsible for the analysis and financial modelling
for the funds. Vijitha has over 10 years’ of experience
in the areas of property funds management, corporate
finance and Management Accounting. Before joining
Heathley, Vijitha worked for Investa Property Group as
the Fund Analyst for Investa’s Investment Portfolio, Listed
and Mandate Funds. She also worked in the Corporate
Transaction division at Investa.
John has over 12 years’ experience in property investment.
He has been responsible for over $400 million of capital
raising for property syndications, and prior to that property
finance lending. John has extensive experience in investor
relations, specialising in sophisticated investors, independent
financial advisers and private banks.
PAGE 16
SINCE 1990, HEATHLEY HAS ACQUIRED OVER
$800 MILLION OF COMMERCIAL PROPERTY ON
BEHALF OF INVESTORS. HEATHLEY CURRENTLY
MANAGES 15 PROPERTIES ACROSS 7 FUNDS
WITH A COMBINED VALUE OF $280 MILLION.
MARK HOWARD
Investment Specialist –
Property Funds
LOIS TURNER OWENS
Head of Operations
Bachelor of Business Management (University of Queensland)
Master of Planning (University of Technology, Sydney)
Associate of the Australian Property Institute (AAPI)
Lois Turner Owens is responsible for the day–to–day
operations of Heathley and for implementing effective
methods to improve Heathley’s productivity.
Mark Howard is responsible for maintaining and developing
new relationships with the Private Clients of Heathley and
investment advisers.
She is also responsible for the Values and Style programme
to provide a working environment at Heathley that engenders
creativity, energy and teamwork.
His role includes assessing clients’ investment objectives and
ensuring these are achieved within the acquisition parameters
of the Heathley Investment Funds.
Lois has been involved with the portfolio management of
Heathley for the past five years including capital works,
tenancy refurbishments, lease negotiations and ongoing
liaison with property management.
He has 10 years of experience in the propertry industry. He
has held roles involving property anaytics and valuations,
property investment, development management and planning.
She has over 20 years’ experience in retail sales and
management including owning her own business.
DANIEL VICKERMAN
Property Investment
Manager
Bachelor of Business (Finance) - RMIT
BA (Hons) Land Economy - Cambridge University
Daniel will be responsible for asset management across the
Heathley portfolio. Prior to commencing at Heathley in August 2014, Daniel was
involved in professional sport for 12 years, representing both
State and Country in rugby union.
Since retiring from professional sport, Daniel has held roles
at both KPMG and Knight Frank focusing on corporate
finance advisory, leasing and property valuations. Some of
his previous clients include CPPIB, PSPIB, Macquarie Bank,
Dexus and Investa. PAGE 17
|
CONSUMER ADVISORY WARNING
The following warning is required by law:
DID YOU KNOW?
Small differences in both investment performance and fees
and costs can have a substantial impact on long
term returns.
Your employer may be able to negotiate to pay
lower administration fees. Ask the Fund or your
financial adviser.
For example, total annual fees and costs of 2% of your
account balance rather than 1% could reduce your final
return by up to 20% over a 30 year period (for example,
reduce it from $100,000 to $80,000).
TO FIND OUT MORE
You should consider whether features such as superior
investment performance or the provision of better member
services justify higher fees and costs.
If you would like to find out more, or see the impact of the
fees based on your own circumstances, the Australian
Securities and Investments Commission (ASIC)
website (www.moneysmart.gov.au) has a managed
investment fee calculator to help you check out different
fee options.
FEES AND OTHER COSTS
The table below shows the fees and costs that may be
charged. These fees and costs may be deducted from your
money, from the returns on your investment or from the
assets of the Fund as a whole. The fees below are inclusive
of GST less any reduced input tax credits. The Manager
will invoice the Fund including GST, which can then be
recovered by the Fund from the ATO.
LOTS 4, 5 AND 6
956 GYMPIE RD,
CHERMSIDE
QUEENSLAND
PAGE 18
Investors are not charged GST on their Application Amount.
For information on taxation, refer to Taxation in Section A9.
You should read all the information on fees and costs, as it
is important to understand their impact on your investment.
TYPE OF FEE OR COST
AMOUNT
HOW AND WHEN PAID
Fees when your money moves in or out of the Fund
ESTABLISHMENT FEE
The fee to open your investment
Nil
Not applicable
Nil
Not applicable
Nil
Not applicable
Nil
Not applicable
CONTRIBUTION FEE
The fee on each amount
contributed to your investment
WITHDRAWAL FEE
The fee on each amount you take out
of your investment1
EXIT FEE
The fee to close your investment
Management Costs ~ The fees and costs for managing your investment
MANAGEMENT FEE
A base management fee of 1.20% of
Net Asset Value per annum.
(e.g.: $600 for every $50,000 of Net
Asset Value of the Fund)
ADMINISTRATION COSTS
AND EXPENSES2
PROPERTY ACQUISITION FEE
Based on the Net Asset Value of the Fund
as at the last day of each quarter and
payable to the Manager at that time.
Costs and expenses of managing the
Fund estimated to be 0.50% of Net
Asset Value per annum.
Based on the Net Asset Value of the
Fund and payable when incurred out of
the assets of the Fund.
(e.g.: $250 for every $50,000 of Net
Asset Value)
If expenses are initially paid by the
Manager, it is entitled to be reimbursed
upon the presentation of relevant invoices.
2.50% of the acquisition price of the
Properties.
Payable within 10 Business Days after
settlement of the acquisition.
This fee will be $465,000.
DEBT ARRANGING FEE
0.00% of amounts drawn down under
loan facilities.
Not applicable
This fee will be $0.
DISPOSAL FEE
3
PERFORMANCE FEE4
2.00% of the gross sale price of the
Property or Properties.
Any selling costs payable to external real
estate agents are paid for by the Manager
out of the Manager’s disposal fee.
20% of the outperformance of the Fund
over an equity IRR of 10.50% (pre-tax,
net of fees).
Based on the Properties total return
outperformance relative to a threshold.
Payable upon the wind up or sale of the
Fund and/or other limited circumstances.
Services fees ~ The fee for changing investment options.
SWITCHING FEE
Nil
Not applicable.
If you transfer a Unit, a fee of up to 4.0% of the value of the Unit is payable by you to the Manager, on or before the date of the registration of the
transfer in the register. This fee is at the Manager’s discretion. A similar fee may (in the Manager’s discretion) apply if Units are redeemed, however a
redemption facility is unlikely to be offered.
2
These costs and fees include amounts that the Manager can only estimate, but is limited to costs and expenses of the Fund.
3
Examples of the calculation of the disposal fee are in the Additional Explanation of Fees and Costs.
4
Examples of the calculation of the performance fee are in the Additional Explanation of Fees and Costs.
1
PAGE 19
|
CONTINUED
EXAMPLE OF ANNUAL FEES AND COSTS
The following table gives an example of how the fees and costs of the Fund can affect your investment over a one year period.
You should use this table to compare an investment in the Fund with other managed investment products.
EXAMPLE
BALANCE OF $50,000 WITH A TOTAL CONTRIBUTION OF $5,000 DURING YEAR
Contribution Fees
0%
Not applicable.
PLUS Management Costs
1.70% p.a.
And, for every $50,000 you have in the Fund, you will be charged
$850 each year.1
EQUALS Cost of the Fund
If you had an investment of $50,000 at the beginning of the year and you
put in an additional $5,000 during that year, you would be charged fees
of $850.1
What it costs you will depend on the fees you negotiate with your
fund or financial adviser.
1
Additional fees may apply.
This table does not include fees such as the property acquisition fee which occurs in the first year of the Fund, the debt arranging fee which occurs in
the first year of the Fund or in the case of refinancing and (if applicable) any transfer fee. It also does not include any examples of a performance fee as
it cannot be reasonably estimated by the Manager at the date of this PDS. Examples and/or explanations of these fees are provided under “Additional
Explanation of Fees and Costs”.
ADDITIONAL EXPLANATION OF FEES AND COSTS
Management Costs
The following fees and costs may be payable by you directly
or indirectly, in relation to your investment in the Fund. These
have been grouped as follows:
Management Fee
~~ Fees and costs relating to the Offer;
~~ Other fees and costs incurred in the normal course of the
Fund’s business; and
~~ Other fees and costs incurred as a one-off payment or in
unusual circumstances.
FEES AND COSTS RELATING TO THE OFFER
Transfer Fee
The transfer fee is payable by the transferor of the Units on or
before the date of registration of the transfer in the Register. The
maximum transfer fee payable for the transfer of Units is 4.0%
of the Unit value of the Units transferred. For example, if the
transfer of Units of total Unit value is $10,000, the maximum fee
payable would be $400. This fee is at the Manager’s discretion.
A similar fee may (in the Manager’s discretion) apply if Units are
redeemed, however a redemption facility is unlikely to be offered.
PAGE 20
The Manager is entitled to an annual management fee of
1.20% of the Net Asset Value of the Fund.
For every $1 million of the Net Asset Value, the annual
management fee would be $12,000.
Administration Costs and Expenses
The Fund will incur costs such as printing and postage, registry
costs, audit, legal, valuation, accounting and tax consultant
fees. To the extent the Manager pays these costs, the Manager
is entitled to be reimbursed on presentation of invoices.
For example, if the Manager incurs expenses of $1,000 in
relation to the operation of a Fund, it may recover $1,000 from
the assets of the Fund.
Property Acquisition Fee
The Manager is entitled to an acquisition fee of up to 2.5% of
the acquisition price of the Property. For example, if the total
acquisition cost is $18,600,000 the fee is $465,000.
Disposal Fee
For example, if the Fund:
The Manager is entitled to a disposal fee of up to 2.0% of the
gross sale price of the Property or Properties. The Manager
will pay any selling fees payable to real estate agents engaged
by the Manager in connection with the sale out of the
Manager’s disposal fee.
~~ raised $11.05 million at $1.00 per Unit;
The Manager is also entitled to a disposal fee if it is removed
as the responsible entity of the Fund or if the Fund is listed on
the ASX and the Manager does not become the manager of
the ASX listed entity.
For example, if a Property is sold for $10 million where the
Manager has engaged a real estate agent in connection with
the sale, then the Manager is entitled to a disposal fee of
$0.20 million out of which any selling costs payable to real
estate agents must be paid.
Performance Fee
If the value of an Investor’s equity return (pre-tax) on an IRR
basis is in excess of 10.5% (after costs), the performance
fee will be calculated by multiplying the excess performance
by 20%.
If the value of an Investor’s equity return (pre-tax) on an IRR
basis is less than 10.5% (after costs), no performance fee
will be payable.
The performance fee is due and payable to the Manager at or
within five (5) Business Days after the distribution to Investors
of the net proceeds upon the wind up or sale of the Fund
and/or other limited circumstances.
IRR means the internal rate of return, being the discount rate
(accruing daily and compounding annually), expressed as
an annual percentage, which when applied to cash flows (on
a pre-tax basis) results in a net present value of zero as at
that date.
Example of performance fee:
PF = EP x 20%
PF = Performance Fee
EP = Excess performance of the Fund assuming a 10.5% IRR
on equity to each investor, after costs.
This example is provided to illustrate the operation of this
formula and is not a forecast of performance.
~~ paid a distribution per annum of $0.08 per Unit for seven
years (representing total distributions to Investors of
$0.884 million per annum); and
~~ returned $1.38 per Unit at its wind up (based on capital
growth of 5.0 per cent per annum and a one-off cost of
2.0 per cent for transaction costs relating to the sale of
the Property),
then the Fund equity IRR based on these series of cash flows
is calculated to be 12.1 per cent. The outperformance amount
above the hurdle IRR of 10.50 per cent would be $1.652
million, being the amount that, if included in the Fund IRR
cash flows as an outflow at wind up of the Fund, reduces the
Fund IRR to 10.50 per cent.
Therefore, the Performance Fee payable will be $0.330 million
(being 20 per cent of $1.652 million for the Fund, or $0.030
per Unit).
Applying this example to the Investor with an initial $50,000
investment, this would equate to a return of capital of $69,000
out of which would be paid a Performance Fee of $1,500.
Form and Payment of Fees
Fees may be paid to the Manager as cash and/or in the form
of Units.
OTHER FEES AND COSTS INCURRED IN THE NORMAL
COURSE OF THE FUND’S BUSINESS
Property Management Fee
The Manager expects to retain an external property manager
to perform some property management functions. The
Manager may, however, appoint another related entity to
manage the Properties. Should this occur, the related entity
of the Manager would be paid property management fees
at commercial market rates for the property management
functions it performs. In circumstances where property
management fees form part of the outgoings of the
Properties, they may be recoverable, in full or in part, from
tenants under the terms of their leases and to the extent this
occurs there will be no net cost to the Fund.
PAGE 21
|
CONTINUED
Leasing Fee
Operational Costs
A related entity of the Manager may receive leasing
commissions if it secures new tenants or renews or extends
leases with existing tenants for the Properties. These fees
will be charged at commercial market rates, depending on
the size of the area leased, the term of the lease and the
conditions of the lease. Where an external agent is retained to
introduce new tenants, the external agent will be paid by the
Fund at commercial market rates. In such cases, the related
entity of the Manager will limit its fees to the commercial rate
for a coordinating agent.
The Fund’s operational costs are those associated with
maintaining the Properties and other assets, and include costs
such as land tax, rates, insurance, repairs and maintenance.
Operational costs are accrued and reflected in the Unit Price
once the Manager becomes certain they will be incurred.
Administrative Services Fee
A related entity of the Manager may also provide other
services to the Fund in the future such as accounting, registry
or other management services. Should that occur, the related
party will charge fees for those services at commercial
market rates.
52 PENDLEBURY
ROAD, CARDIFF
NEW SOUTH WALES
PAGE 22
OTHER FEES AND COSTS INCURRED AS A ONE OFF
PAYMENT OR IN UNUSUAL CIRCUMSTANCES.
Differential Fees
The Manager may negotiate management or other fees on a
differential basis with certain applicants who are “wholesale
client” investors within the meaning of the Corporations Act
2001 on an individual basis, but only in accordance with the
Corporations Act 2001 requirements and the ASIC class
order relief relating to differential fees. In general terms, a
different fee may be charged to operators of master trust and
wrap accounts, and individuals, trusts, companies or other
applicants who meet the “wholesale client” criteria.
|
A9TAXATION
IMPORTANT NOTE
The following is a general summary of the income tax
implications of investing in the Fund. The information is general
in nature and based on the taxation law in force at the time
of issue of this PDS. The summary is a brief guide only and
applies only to Australian resident Investors who will hold
their Units on capital account. The guide does not address
the consequences that arise if an Investor holds Units on
revenue account, as trading stock, or if the taxation of financial
arrangements (TOFA) provisions apply to the Investor.
The taxation treatment of an investment in a unit trust like
the Fund can be complex and may change over time. The
Manager is not an expert in taxation and Investors are
advised to consult their own professional advisers as to the
tax consequences of investing in the Fund and in relation to
any changes in taxation law and practice which may occur
subsequent to the date of this PDS.
It should be noted that Australia is currently undergoing
significant tax reform. The government has announced
that it intends to introduce a taxation regime for managed
investment trusts (MITs) that will apply from 1 July 2015.
Detail surrounding the MIT regime has not yet been released
but it is not expected to materially impact the taxation
treatment of the Fund.
The consideration of the Australian tax implications for nonresident investors in the Fund is beyond the scope of this
summary. If you are a non-resident investor in the Fund you
should seek your own independent professional tax advice
on the Australian tax implications of investing in the Fund.
Note in particular that non-resident withholding tax will be
deducted from your distributions at the prescribed rate. The
rate may vary according to your country of residence and the
components of the distributions.
TAXATION OF THE FUND
It is intended that the Fund will be administered such that
Investors will be presently entitled to all of the Fund’s income
in each year and that the Fund is not a public trading trust
(refer below). On this basis, the Fund should not have any
liability for Australian income tax.
TAXABLE INCOME OF THE FUND
Based on the investment objectives stated in the PDS, the
taxable income of the Fund will include Australian sourced
rental income and potentially capital gains. Other income
may be derived by the Fund in the form of interest. As stated
in the PDS, the Fund will incur interest expense in relation to
the purchase of its investments, which should be deductible
against the income derived from these investments. Other
deductions of the Fund will be treated in a similar manner.
TAX LOSSES
Where the Fund is in a tax loss position or has a net capital
loss in a particular year, the loss is retained in the Fund and
is not distributable to the Investors. Tax losses can be carried
forward by the Fund and used to offset taxable income in a
future year. This is subject to the satisfaction of a loss integrity
test (i.e. where, broadly, there is a 50% continuity of beneficial
ownership). There are no restrictions in carrying forward
net capital losses, which can be offset against capital gains
derived in the future year.
PUBLIC TRADING TRUST RULES
Generally, the public trading trust rules apply to public unit
trusts that carry on a trading business. If the public trading
trust rules apply then the Fund will lose flow-through status
and be treated as a company, with the trustee taxed at
the corporate tax rate (currently 30%) and distributions to
beneficiaries taxed as dividends.
The Fund will constitute a public unit trust as the units are
offered to the public. The Fund would only be carrying on
a trading business where it carries on a business that does
not consist wholly of an “eligible investment business”. An
“eligible investment business” includes investing in land for
the purpose, or primarily for the purpose, of deriving rent.
Thus, the Fund should not fail the “trading business” test and
therefore should not be a public trading trust.
TAX IMPLICATIONS FOR AUSTRALIAN RESIDENT
INVESTORS
Australian resident Investors will be taxed, at the tax rates
applicable to the relevant investor, on their share of the
taxable income arising from their investment in the Fund.
Income derived by the Fund should retain its character in the
hands of the Investors when distributed. The taxable income
should be included in the Investor’s tax return for the year in
which present entitlement to the distribution arises (i.e. the
year in which the Fund derived the income).
Investors will be provided with an Annual Tax Statement
setting out the details of taxable income arising from their
investment in the Fund. This statement will provide you with
details of the distribution components to be included in your
income tax return. The taxable sum of these components
may differ to the amount of cash distribution you receive.
PAGE 23
|
A9TAXATION
CONTINUED
Distributions of income may also include tax sheltered
income. Tax sheltered income is generally not included in
the assessable income of the Investors. The tax implications
of deriving certain types of income (including tax sheltered
income) are discussed in further detail below.
A subsequent acquisition of existing units in the Fund may
include a right to unrealised gains and any income/net capital
gains received or accrued since the last applicable date
for determining distribution entitlements. These amounts
(including unrealised gains once they have been realised) will
be assessable to Investors when distributed by the Fund.
CAPITAL GAINS
Where the Investors receive a discount capital gain (i.e. where
the Fund has held the Properties for at least 12 months and
therefore has applied a CGT discount of 50% to the capital
gain), the Investors will be required to gross up the distribution
and then apply any current or prior year capital losses to arrive
at the net Australian capital gain to be included in their taxable
income. Any remaining discount capital gains included in the
net Australian capital gain may be eligible for the discount.
Australian individuals and trusts will be entitled to a 50%
discount, whereas Australian complying superannuation fund
investors will be entitled to a 33 1/3 % discount. Australian
corporations are not eligible for the discount.
TAX SHELTERED DISTRIBUTIONS
Tax sheltered income will generally arise as a consequence of
the distribution of:
~~ Tax deferred amounts that arise where the Fund’s taxable
income is lower than its distribution for the year (for example
due to tax depreciation and building allowances); or
~~ CGT concession amounts arising where the Fund disposes
of the Properties after a period of at least 12 months.
DISPOSAL OF UNITS
Investors will be subject to CGT on the disposal of their
units. Generally, provided the units have been held for at
least 12 months, any capital gain realised on the disposal
of units may be eligible for a 50% discount for Australian
individuals and trusts, and a 331/3% discount for Australian
complying superannuation funds. No discount is available
for Australian corporations.
If a capital loss arises on disposal of the units, the capital loss
may only be offset against any current or future capital gains
arising to the Investor. The calculation of the Investors’ capital
gain or loss may be affected by any tax deferred distributions
made by the Fund (refer above).
BORROWING TO ACQUIRE UNITS IN THE FUND
Each investor’s individual circumstances will determine the
taxation treatment of any borrowing costs incurred to fund
the acquisition of units in the Fund. Investors should seek
their own independent professional tax advice in relation to
the taxation treatment of interest incurred on borrowings used
to acquire units in the Fund.
TAX FILE NUMBER
If you are an Australian resident, you may choose whether or
not to provide a Tax File Number or an Australian Business
Number (if you are investing in the Trust in the course of an
enterprise). If neither is quoted and no relevant exemption
information is provided, we are required to withhold tax on
your income distribution payable at the highest marginal tax
rate plus the Medicare levy.
GOODS AND SERVICES TAX (GST)
The acquisition, redemption and transfer of units in the Trust
should not be subject to GST. Distributions made by the Trust
should also not give rise to any GST consequences.
TAX DEFERRED AMOUNTS
The tax deferred distribution from the Fund will reduce the
CGT cost base of the units held in the Fund. If the CGT
cost base in the Fund is reduced to nil by tax deferred
distributions, further tax deferred distributions from that trust
will be assessable as capital gains.
CGT CONCESSION AMOUNTS
CGT concession amounts paid by the Fund will not affect the
CGT cost base of Investors.
PAGE 24
LANDHOLDER DUTY
By making an investment, the Investor is representing
that it will not hold a 20% or greater interest (counting the
interests held by associates of the Investor). If this is not the
case, an Application may attract stamp duty, depending on
the circumstances.
|
A10RISKS
RISKS OF INVESTING IN THE FUND
As with most investments, the performance of the Fund and the
value of the Units may be influenced by a number of risk factors,
many of which are outside of the control of the Manager.
The value of an investment in the Fund, and income received
by Investors, may rise or fall and consequently, Investors may
suffer losses.
Before investing, Investors should consider whether the
Fund is a suitable investment, having regard to their personal
investment objectives, financial position and particular needs
and circumstances. Investors should also consider and take
into account the level of risk with which they are comfortable,
the level of returns they require, as well as their frequency and
nature, and their investment time horizon. Investors should
seek professional advice in setting their investment objectives
and strategies.
Some of the significant investment risks for the Fund are set
out in the following categories:
~~ Fund specific risks
~~ General investment risks
~~ Manager risk
~~ Investor risk
~~ Other risks
The Manager considers the key risks are those that fall under
the Fund Specific Risks section although all risks should be
considered by Investors.
The risks disclosed in this section are not exhaustive.
FUND SPECIFIC RISKS
Risk Associated with Financial Forecasts
There is a risk that actual performance of the Fund will
fall below the financial forecasts set out in this PDS. The
achievement of forecasts is neither promised nor guaranteed.
This may occur if the assumptions are inaccurate. Further,
the acquisition of additional Properties will affect the financial
forecasts set out in the PDS. The Manager will aim to
regularly monitor the financial forecasts and regularly update
the financial forecasts by way of a supplementary PDS as and
when required by law.
Tenant Defaults
Vacancies may occur due to tenants not renewing or
defaulting on their leases, or there being a general decrease
in market rent levels. Where non-renewal or default occurs,
default occurs, the Manager will need to re-let part or
all of the affected areas. This may involve a delay in the
commencement of a new lease or leases with a period
when no rent from the affected areas will be received or new
leases are entered into on less favourable terms. Further,
commissions may be payable to real estate agents who
introduce tenants and incentives or capital works may be
required to attract tenants. These expenses and capital
payments will be paid by the Fund. Income generated by the
Properties during this period would naturally decrease.
Where a property is not fully leased, the Fund’s net
income, Distributions and potentially capital value may be
adversely affected.
Key factors to mitigate the above risks are asset and tenant
diversification, active property management and upgrading
of properties as required to improve market rents and
occupancy levels. The Manager obtains limited financial
guarantees from tenants on commencement of the majority
of all leases.
Property Risk
Various factors affect the property market generally or
individual properties in a Fund. These factors may result in
negative valuations during the cycle and income produced
from individual properties which may materially impact net
assets and distributions of the Fund.
There may be external influences from time-to-time, including
unforeseen items of expenditure which have not been
budgeted for, and which adversely affect the income of the
Fund. These may result in a reduction of the Fund Distributions.
There are a number of key factors to mitigate this risk.
The Manager carries out due diligence investigations
on all Properties. In addition, following any purchase, an
experienced property manager will be appointed to maintain
the Property. Finally, the Manager takes an active role in the
management of each Property including regular site visits,
discussions with the tenants and with the property managers.
Borrowing and Refinancing Risk
These risks relate to the ability of the Manager to borrow on
terms and conditions, including duration and interest rates,
which are acceptable to it as the Responsible Entity of the
Fund. This includes the rollover of existing debt facilities or
their renegotiation. The availability of debt financing may be
adversely impacted by changes in official interest rates, the
general state of the property market and limits on gearing
ratios that financiers may impose on borrowers generally
at any time. Changes in the value of the Properties or their
income that secure the repayment and servicing of the
borrowing may also affect the gearing ratio which a financier
PAGE 25
|
A10RISKS
CONTINUED
may require to be maintained during the term of the financing
arrangement. This may result in the Manager being required
to reduce the level of the Fund’s debt and even be required to
sell the Fund Properties for a capital loss.
While borrowing may enhance Investors’ returns, there is a risk
that such gearing may impact negatively on their investment.
The loan facility will mature in three years, which is during
the likely term of the Fund. There is a risk that the Fund is
unable to refinance the loan, or that the refinance may not be
obtained on the same terms (for example, upon the refinance
of the loan, interest rates may be higher).
Capital Expenditure Risk
There may be a need for unforeseen capital expenditure on
any of the properties during the time they are owned by the
Fund. This expenditure may have an adverse impact on the
returns of Investors.
Key factors which will mitigate this risk include the acquisition
of additional properties for the Fund that are either new or
87-89 LANGTREE
AVENUE, MILDURA
VICTORIA
PAGE 26
completely refurbished or older buildings in good condition
at purchase. Due diligence carried out by the Manager
prior to acquisition of properties includes estimated future
capital expenditure, and funding estimates are allocated and
included in forecast returns, where possible.
Development and Construction Risk
Development and construction risks arise when the Fund may
purchase properties on a Fund Through Basis. A fund-though
basis means, the Fund initially will acquire the land and then
fund the construction. The completion of construction could
be delayed due to the fault of the developer, builder or any
unforeseen events. If practical completion is not achieved on
time, the tenant will not begin paying rent when expected. This is
mitigated by the developer continuing to pay additional income
to the Fund until practical completion is reached. If practical
completion is delayed, compensation payments may need to be
paid. These payments are funded by the developer but could
become the responsibility of the Fund if the Manager decides to
exercise “step-in” rights to control the delivery of the property.
Should the builder not be able to complete the property
due to certain circumstances such as financial insolvency,
the Manager may have “step in” rights for the Fund under
a development agreement such that it can take control of
the property.
Derivatives risk
A derivative is a financial transaction which derives its
value from another source, such as a share or bond. The
main types of derivatives are futures, options and swaps.
Derivatives can expose the Fund to other risks which are
particular to derivatives, such as counterparty, credit and
pricing risk. Derivatives are also subject to market risk
where there is movement in the underlying security, index or
financial obligation.
The Fund is permitted to use derivatives for the purpose of
managing the Fund’s interest rate exposures. Interest rate
risk strategies aim to minimise the impact of rising interest
rates. For example, if the Fund fully hedges its borrowings
(i.e. fixes the interest rate on its borrowings) and the
prevailing interest rates fall, then the Fund will pay the higher
interest rate cost.
Diversification
Diversification in the Fund is primarily limited by the number
of properties, variation in the types of properties, tenancy
profiles and the geographic location of properties.
Valuation Risk
The ongoing value of the underlying properties of the Fund is
influenced by changes in property market conditions. There
is no guarantee that the properties will not fall in value as a
result of adverse property market conditions.
Leasehold Title Risk
The Fund may invest into property that is held on leasehold
title. Property held on leasehold title can be of significant
risk due to diminishing value as the lease term reduces. The
Manager will aim to mitigate this risk by obtaining property
on significantly long lease terms, or where the lease term is
short, ensure that sufficient provisions are in place to enable
an extension of the lease at a known cost.
There is also a possibility that the vendor may decide to sell
the freehold reversion at some point during the lease term
to a purchaser with alternative objectives for the long term
ownership and tenure.
Insurance Risk
Various factors can influence both the cost of maintaining
insurance over the Properties in the Fund and the extent of
cover available. Increased insurance costs, or limits on cover,
may have a negative impact on the performance of the Fund.
Performance Risk
These risks relate to the performance of the Fund and its
property assets and may include:
~~ tenancy risks such as bankruptcy of a tenant and inability
to re-let a vacancy at current market rentals and on normal
commercial terms
~~ vacancy can have a direct impact on the value of the
Properties at any point in time, most notably at the time
that the Properties may be sold
~~ inability to sell the Properties due to a depressed property
market or that at the time of disposal, the sale price is less
than the original purchase price
~~ damage to a building as a result of fire, tempest, malicious
damage or, earthquake - however, these risks will be
insured against
~~ financial forecasts are not achieved, resulting in lower
Distributions and/or lower capital values of property
assets, and
~~ risk that the Fund will be involved in disputes or litigation.
~~ Inability to acquire additional Properties during the Investment
Period due to lack of availability or limited funds raised.
Changes in Law or Government Policy
Changes in income tax, indirect tax or stamp duty legislation
or policy may affect the Fund’s returns. Such changes can
result in the distribution policy of the Fund having to change.
As changes in revenue law or policy and other legal or
regulatory changes often cannot be foreseen, the Manager
will attempt to respond to any such changes in whatever
manner seems practical and in the best interest of Investors.
GENERAL INVESTMENT RISKS
The returns from investments in listed and unlisted property
trusts are affected by a range of economic factors, including
changes in interest rates, exchange rates, inflation, general
share market conditions, government policy (including
monetary and taxation policy and other laws), fluctuations in
general market prices for property, shares, bonds and other
tradeable investments, and the general state of the domestic
and world economies.
PAGE 27
|
A10RISKS
CONTINUED
The value of Units can fall as well as rise due to circumstances
affecting the economy generally, or due to other factors which
may affect the value of the Properties in the Fund.
There may be increases in supply or falls in demand in any
property market sector or geographic region. Therefore,
there is no guarantee that the Fund will experience capital
gains on the disposal of the Properties or that fluctuations in
distributions will not occur.
Concentration of investment in a single fund or asset
class has significant risk. All investments have a risk of
underperformance in various stages of the investment cycle
or throughout the term of the investment which may result in
a capital loss.
MANAGER RISK
The Manager may elect to retire or may be replaced as the
Responsible Entity of the Fund, or the services of key personnel
of the Manager may become unavailable for any reason.
There is always a risk that the Manager may fail to identify
and adequately manage the investment and property
management risks in the Fund’s portfolio and thus affect the
ability to pay Distributions or reduce the value of the Units.
Operational risks of the Manager include the possibility of
systems failure, regulatory requirements, documentation risk,
fraud, legal risk and other unforeseen circumstances.
Tax Risk
There are risks that the tax consequences for an
individual investor, or for the Fund with regard to income
tax (including capital gains tax), stamp duty and other
taxes may differ from the tax consequences described
in the Tax Section in this PDS (refer to pages 23 to 24).
Investors should seek their own appropriate, independent
professional advice in relation to the taxation implications in
respect of their own specific investments.
Changes to tax law and policy (including any changes in
relation to how income of the Fund is taxed or in relation to
the deductibility of expenses) might adversely impact the
Fund and investors’ returns. It is not possible to predict future
changes to tax law or policy.
Other Investor Risks
Other limitations of an investment in the Fund may also include:
~~ that an investment in the Fund is a medium to longer term
investment and is not suitable for Investors wanting to sell
their investment in the Fund or wanting capital gains in the
short term;
~~ Investors are entitled to participate in Distributions from
time-to-time, but the amount of future Distributions or
whether a Distribution will be made in any given period is
not guaranteed by the Manager; and
The Manager aims to ensure it has adequately qualified
and experienced personnel and robust systems to mitigate
these risks.
~~ an investment in the Fund may cease to meet a Investor’s
own objectives, financial situation or needs.
INVESTOR RISK
It is important to note that not all risks can be foreseen. It is
therefore not possible for the Manager to protect the value of
the Fund’s investment from all risks. Investors should ensure
they obtain appropriate professional advice regarding the
suitability of an investment in the Fund having regard to their
individual circumstances, including investment objectives,
their level of borrowings, their financial situation and
individual needs.
There are a variety of risks that an Investor may face by
indirectly investing in property through a fund, as distinct from
directly investing in property on their own account. These
risks include, but are not limited to, the following:
Liquidity Risk
Direct property assets are by their very nature illiquid assets.
OTHER RISKS
Investors should be aware that:
The Manager does not guarantee the repayment of capital or
the performance of the Fund.
~~ there is no assured secondary market for Investors to sell
their Units;
Risk Management
~~ the Manager is under no obligation to redeem or buy
back any Unit should a Investor wish to withdraw from the
Fund; and
~~ there may be no access to funds invested until the
Manager sells the Properties.
PAGE 28
The Manager has considerable experience as a property
funds manager and has established and managed 35 singleasset closed funds prior to this Fund. The Manager will utilise
this experience and aim to minimise the risks to investors and
maximize their returns.
|
CONSTITUTION OF THE FUND
The Fund may be terminated on:
The rights and obligations of the Manager and each Investor
for the operation of the Fund are contained in the Constitution
of HDMF 1. This Fund is a registered managed investment
scheme under the Corporations Act 2001.
~~ the date specified by the Manager as the date that the
Fund is to terminate in a notice given to Investors; or
The Constitution governs the powers and duties of the
Manager and confers rights on the Investors. The Constitution
is a legally binding document between the Manager and each
Investor, and between each Investor and each other Investor.
The Constitution is available for inspection at the registered
office of the Manager during normal business hours. The
Manager will provide a copy of the Constitution to Investors
upon written request.
Some of the key provisions of the Constitution are
summarised below:
~~ the Manager has the power to issue Units in the Fund in
accordance with the Constitution;
~~ Distributions will be made by the Manager to Investors
in accordance with the distribution provisions of the
Constitution;
~~ the Manager has absolute discretion to accept or refuse a
withdrawal request from a Investor, however the Manager
does not intend to provide an opportunity to withdraw
(redeem) Units;
~~ the liability of each Investor is limited to the issue price
(however this has not been finally determined by a
superior court);
~~ the occurrence of an event requiring the winding up of the
Fund under a provision of the Corporations Act or of any
other applicable law.
The Constitution may be modified, repealed or replaced in
accordance with the Corporations Act.
A copy of the Constitution is available on request.
COMPLIANCE PLAN
The Manager, as Responsible Entity of the Fund, has
adopted a Compliance Plan to ensure compliance with the
Corporations Act 2001 in so far as it relates to registered
managed investment schemes. The Compliance Plan
documents compliance risks and their monitoring process,
provides a basis on which compliance adherence is able
to be audited and allocates responsibility for compliance
monitoring within the Manager.
CASH FLOW MANAGEMENT
The Manager actively manages the cash flow of the Fund,
including forecasting the rental income, interest payment
commitments, and Fund expenses.
INVESTORS’ INVESTMENT
Participation in the Fund
~~ the Manager must convene a meeting of Investors in
certain circumstances including where it receives a written
requisition to do so by one or more Investors holding at least
5% of the votes that may be cast on a proposed resolution;
A person may participate in the Fund only by applying for
and acquiring Units in the Fund. Each person who is allotted
Units, or who acquires Units by transfer from another Investor,
is bound by the terms of the Constitution.
~~ the quorum necessary for a meeting is 2 Investors or more
present in person or by proxy holding between them at
least 10% of all Units;
Persons may be jointly registered as the holder of Units and
will hold those interests as joint tenants and not as tenants in
common unless the Manager otherwise agrees.
~~ Investors may remove the Manager as Responsible Entity
where Investors call a meeting (see above) and pass an
extraordinary resolution (being at least 50% of the total
votes that may be cast by Investors entitled to vote on
the resolution, including Investors who are not present in
person or by proxy) to remove the Manager and appoint a
new entity as the Responsible Entity of the Fund.
Income and Distribution
Income of the Fund is calculated on an accruals basis in
accordance with generally accepted accounting principles
and commercial practice.
PAGE 29
|
CONTINUED
Any income available for distribution to Investors will be
distributed at quarterly intervals. The Manager must distribute
the distributable income of the Fund (as determined by the
Manager) no later than two months after the end of the
relevant accounting period.
Each Investor receives its proportion of the distributable
income of the Fund calculated on the ratio of the number of
Units in the Fund held by the Investor to the total number of
Units on issue in the Fund at the relevant time.
Distributions from the Fund are paid directly into an Australian
bank account or other account with a financial institution
(where there is a branch in Australia) nominated by the
investor in the application form attached.
The Manager will not pay Distributions by cheque.
PRIVACY
By applying to invest in the Fund, the applicant consents to
personal information about them being used for the purposes
for which it was provided, the provision of financial services
to them. Without this information the Manager cannot
provide a potential Investor with Units in the Fund. Some
personal information must be collected for the purpose of
compliance with the Anti-Money Laundering and CounterTerrorism Financing Act 2006. The Manager may provide
personal information to its service providers, such as for
account administration and the production and mailing of
communications to Investors. The Investor may have access
to their personal information by contacting the Manager using
the contact details set out in the Directory of this PDS.
The Manager is committed to respecting the privacy of
your personal information. It complies with the provisions
of the Privacy Act 1988. That law regulates, among other
matters, the way in which organisations collect, use,
disclose, keep secure and give people access to their
personal information. The Manager’s Privacy Policy outlines
what information is collected, how it is stored, used, and
disclosed and how it manages personal information.
Potential Investors and Investors may obtain a copy of the
Privacy Policy from the Manager or review it on the website
www.heathley.com.au.
SUMMARY OF DIRECT PROPERTY VALUATION POLICY
The Manager’s valuation policy is to have the Properties
valued each financial year, either by way of independent
valuation or directors’ valuation, when market conditions are
deemed to be stable.
The Manager maintains and complies with a written Direct
Property Valuation Policy which in summarised below:
~~ Before a Property is acquired, it is independently valued
on an ‘as is’ or on an ‘as if complete’ and ‘as is’ basis for
development properties;
~~ An independent valuation is required at a minimum every
two (2) years and (if the Board of the Manager determines
that the most recent valuation is not current) before the
Properties are sold;
~~ A Directors’ valuation of a direct property is carried out on
a 6 monthly basis to determine the appropriate carrying
value of the interest when the relevant Fund’s financial
reports are prepared;
~~ Requires that a Property will also be independently valued
within two months if the Manager believes it is likely to be
subject to a material increase or decrease in value (i.e.
greater than 10%);
~~ Independent property valuations are undertaken by a
Certified Practicing Valuer registered with the Australian
Property Institute;
~~ If there is a conflict of interest, the Manager will comply with
its Conflicts of Interests and Related Party Transaction Policy;
~~ The Manager will rotate independent valuers, with a valuer
or valuation company only able to value the Property for
the relevant Fund on two (2) consecutive occasions.
Please contact the Manager to obtain a copy of the Direct
Property Valuation Policy.
COMPLAINTS
Investors should contact the Manager first if they have a
complaint. The Manager has an internal dispute resolution
procedure which the Investor can access via the contact
details for the Manager set out in the Directory on page 3 of
this PDS.
If the complaint is not resolved to the Investor’s satisfaction,
Investors can contact the Financial Ombudsman Service
Limited (FOS), on 1300 780 808 or www.fos.org.au. This
is an independent and impartial body that provides a free
external dispute resolution procedure.
PAGE 30
ENVIRONMENTAL, SOCIAL AND ETHICAL
CONSIDERATIONS
The Manager does not take into account labour standards
or environmental, social or ethical considerations when
selecting, retaining or realising investments.
REPORTING AND DISCLOSURE OBLIGATIONS
As a disclosing entity, the Fund is subject to regular reporting
and disclosure obligations. The Fund will comply with its
continuous disclosure obligations by making certain material
information available on its website in accordance with ASIC
Regulatory Guide 198 Unlisted disclosing entities: Continuous
disclosure obligations.
CUSTODIAN
The Trust Company (Australia) Limited (“Custodian”) is the
independent Custodian of the Fund’s assets. The Custodian
acts in accordance with a Custody Agreement which sets out
service standards and requires the Custodian to comply with all
instructions from the Manager, subject to certain agreed criteria.
The Custodian’s role is limited to holding assets of the
Fund (including bank accounts, the Properties, and other
investments) as the agent of the Manager. The Custodian
has no supervisory role in relation to the operation of the
Fund and is not responsible for protecting the interests of
the Investors. The Custodian has no liability or responsibility
to any Investor for any act done or omission made in
accordance with the terms of the Custody Agreement.
CONSENTS
Norton Rose Fulbright Australia’s role has been limited to
providing legal input on certain matters concerning the
form of the PDS. Norton Rose Fulbright Australia does not
guarantee the return of any investment or the performance
of the Fund. Norton Rose Fulbright Australia’s assistance
does not constitute an endorsement of the Offer under this
PDS. Norton Rose Fulbright Australia has given consent to be
referred to as the solicitor to the Offer under this PDS.
National Australia Bank has given and has not before the
issue of this PDS, withdrawn its consent to be named in this
PDS regarding its role as financier.
Jones Lang LaSalle, Colliers International and Knight Frank
Valuations QLD have given and have not before the issue
of this PDS, withdrawn consent to be named in this PDS
regarding their role as an independent valuer.
Greenwoods & Freehills’ role has been limited to reviewing the
taxation summaries in Sections A5, A9 and A10. Greenwoods
& Freehills’ do not guarantee the taxation treatment in the
hands of the Investor and suggest independent taxation
advise be sought when acquiring units and preparing the
annual income tax return.
No amount has been paid or agreed to be paid to any
expert for services provided by them or by their firm in
connection with the formation or promotion of the Fund or
the Offer of Units or to the Manager to procure Units or for
services provided under the Constitution of the Fund, except
as follows:
~~ Norton Rose Fulbright Australia will receive professional
fees in providing legal input on certain matters concerning
the form of the PDS.
~~ Jones Lang LaSalle, Colliers International and Knight Frank
Valuations QLD will receive professional fees inclusive of
GST for providing valuation reports for the Properties.
~~ Greenwoods & Freehills’ will receive professional fees for
reviewing the taxation summary in Sections A5, A9 and A10.
ANTI-MONEY LAUNDERING AND COUNTERTERRORISM FINANCING
Australian anti-money laundering and counter-terrorism
financing legislation (“AML/CTF Law”), requires due diligence
to be conducted on any prospective Investor before Units in
the Fund may be issued to that Investor. The due diligence
includes verifying a prospective Investor’s identity. Verification
must be based on reliable and independent documentation,
reliable or independent electronic data, or both. AML/CTF law
also requires due diligence to be conducted for the period in
which an Investor holds Units in the Fund.
It may also be necessary for a prospective Investor to provide
information so as to comply with anti-money laundering and
counter-terrorism financing requirements, which although
imposed by other jurisdictions, are applicable to the Fund.
You must provide any information requested by the Manager
for these purposes. This may affect processing times for
some transactions. The Manager will not be liable if it delays
or refuses any transaction or request by an Investor due to
any AML/CTF Law requirement or any anti-money laundering
and counter terrorism financing requirements imposed by
another jurisdiction which is applicable to the Fund.
PAGE 31
|
A12 INVESTOR REPORTING
The following documents are available before and after you invest in the Fund.
TIME
DOCUMENT
Before investment
This PDS
On investment
Confirmation of Investment letter
Quarterly
Quarterly Distribution Statement and Quarterly Investor Update
Every six (6) months
Benchmark and Disclosure Principles Information Update
Available on the Manager’s website or on request, without charge.
Annually
Annual Property Report including audited Financial Statements and
Tax Statement for the financial year
If there is a material change to the Fund,
or a significant event that affects the Fund
A notification will be sent to the Investor
This may be included in another document (such as an Annual Property
Report) which is sent to the investor or made available on Heathley’s
website (depending on the change).
574 MELTON
HIGHWAY,
SYDENHAM
VICTORIA
PAGE 32
|
A13GLOSSARY
ABN
CPI
Australian Business Number.
The Consumer Price Indexes as published by the Australian
Bureau of Statistics.
ACN
Australian Company Number.
CUSTODIAN
AFS LICENCE
The Trust Company (Australia) Limited.
ACN 000 000 993
AFSL 235148
Issued by ASIC under the Corporations Act 2001 to
companies which manage or otherwise deal in financial
products and as varied from time-to-time by ASIC to act as
the Responsible Entity of a managed investment scheme or
provide other financial services.
DEPRECIATION
The reduction in value of a fixed asset due to use or obsolescence
and the amount deducted from gross profit to allow for this.
AML/CTF
DISTRIBUTION
Anti-money laundering and counter terrorism financing.
The monies payable by an investor to purchase Units in the
Fund.
Consists of the gross income of the Fund less all expenses,
disbursements, fees, management charges and other
expenses as authorised by the Constitution except those
which are payable out of capital and those payable by the
Manager which are not entitled to be reimbursed by the Fund.
APPLICATION PRICE
FUND
The price at which a Unit in the Heathley Direct Medical Fund
No. 1 is issued.
ARBN
Enables the Fund to acquire property in the early stages of
development whilst mitigating constructions and development
risk. A fund through structure is the equivalent of an
acquisition via an instalment plan - an initial payment for the
land and work in progress, followed by a series of payments
throughout the construction period, with a final residual
payment on practical completion.
APPLICATION AMOUNT
Australian Registered Body Number.
ARSN
Australian Registered Scheme Number.
ASIC
FUND-THROUGH STRUCTURE
FY15
BUILDING ALLOWANCE
Financial year end of 30 June 2015.
A deduction allowable under the Income Tax Assessment
Act 1997 relating to qualifying building construction costs for
commercial buildings and manufacturing buildings.
FY16
BUSINESS DAY
GST
A trading day in Sydney, commencing 8.30am and
finishing 5.30pm.
The goods and services tax defined in A New Tax System
(Goods and Services) Tax 1999 Act (Cth).
CAPITALISATION RATE
HAML
The net income return from a property when expressed as a
percentage of the original purchase price or at valuation. This
is provided for information purposes and is not a forecast of
the net return to investors.
Heathley Asset Management Limited.
ACN 003 976 672
AFSL 246368
CONSTITUTION
ARSN 602 267 514
The Constitution of the Fund as amended from time-to-time.
Financial year end of 30 June 2016.
HDMF NO. 1
PAGE 33
|
A13GLOSSARY
CONTINUED
INDIRECT INVESTOR
PDS
Those investors investing through an IDPS or IDPS-like scheme,
eg. Master trusts, WRAP accounts, or custody services.
This Product Disclosure Statement comprising of Part A and
Part B.
INITIAL CLOSING DATE
SEED PROPERTIES
10 November 2014 (or such other date determined by
the Manager)
The initial four properties being acquired by the Fund –
INVESTOR
~~ 574 Melton Highway, Sydenham, Victoria
An individual or entity which acquires Units in the Fund.
LOAN FACILITY
~~ 87-89 Langtree Avenue, Mildura, Victoria
~~ Lots 4,5 & 6 956 Gympie Road, Chermside, Queensland
~~ 52 Pendlebury Road, Cardiff, New South Wales
A loan extended by a Bank.
PROPERTIES
LVR
Loan to valuation ratio (ie the amount borrowed under
the loan facility to the value of the assets secured by the
loan facility).
All properties acquired by the Manager including the Seed
Properties.
PROPERTY FUNDS
MANAGER
All property funds for which the Manager is the
Responsible Entity.
Heathley Asset Management Limited as Responsible Entity of
the Fund.
RECOVERABLE OUTGOINGS
NET ASSET VALUE
Property outgoings incurred by the Fund which are to be
reimbursed by a tenant under the terms of its lease.
Net Asset Value (NAV) of the Fund calculated in accordance
with the relevant accounting standards.
RESPONSIBLE ENTITY
NAV PER UNIT
Net Asset Value divided by the number of Units on issue.
NET RENTAL INCOME
The Responsible Entity of a registered managed investment
scheme is the company named in ASIC’s records. In terms of
the Offer and this PDS, the Responsible Entity of HDMF No. 1
is Heathley Asset Management Limited.
Gross rental income less recoverable and non-recoverable
outgoings. This is provided for information purposes and is
not a forecast of the net return to investors.
SPECIAL RESOLUTION
NLA
TAX DEFERRED
Net Lettable Area.
Net Tangible Assets.
The part of any Distribution that is not taxable in the year
of receipt due to factors such as Building Allowances and
Depreciation of plant and equipment. A reduction to the cost
base of the investment results for capital gains tax purposes.
OFFER
TFN
The offer of Units as outlined in this PDS.
Tax File Number.
PASSING INITIAL YIELD
TRANSACTION COST
Net rental income divided by the acquisition price, expressed
as a percentage.
Estimate of the costs associated with buying and selling the
Properties and establishment of the Fund. The Transaction
Costs will affect the Application Price (except the issue price
in respect of the applications received before the Initial Closing
Date is fixed at $1.00 per Unit) and withdrawal price of Units (if
the Manager in its discretion allows withdrawals).
NTA
PAGE 34
A resolution that has been passed by at least 75% of the
votes cast by Investors entitled to vote on the resolution.
UNIT
ISSUE DATE
Includes initial Units representing an interest in the Fund.
The date at which an investor is issued units pursuant to their
application.
UNIT PRICE
The price of a Unit in the Fund.
WALE
The Weighted Average Lease Expiry (WALE) for the Property
weighted by rental income.
574 MELTON
HIGHWAY,
SYDENHAM
VICTORIA
PAGE 35
PAGE 36
|
There are four different Application Forms included in this PDS. Please complete the form relevant to your investment.
1. Individual Application Form
2. Company Application Form
3. Trust or Superannuation Fund Application Form
4. Existing HDMF1 Investor
TYPE OF
INVESTOR
PAGES TO BE
COMPLETED
SIGNATURE(S)
REQUIRED
TFN
REQUIRED
IDENTIFICATION
DOCUMENTS
Individual and
joint applicants
39, 40, 50, 51
and 52
All applicants
Each named applicant
Attach certified copy of driver’s
licence or passport
Company
41, 42, 43, 50, 51
and 52
Applications must be
signed in accordance
with the constitution of
the company
The company TFN
Attach certified copy of certificate of
incorporation; or
Applications must be
signed in accordance
the corporate trustee
The superannuation
fund’s TFN
Australian
superannuation
fund with
corporate trustee
45, 46, 47, 48, 50,
51 and 52
ASIC database extract (Australian
companies only)
www.abr.business.gov.au
Attach copy of ATO database
extract:
www.superfundlookup.gov.au
Attach certified copy of certificate of
incorporation; or
ASIC lookup (as above)
Australian
superannuation
fund with
individual trustee
45, 46, 47, 48, 50,
51 and 52
All other trusts
wwith corporate
trustee
45, 46, 47, 48, 50,
51 and 52
All trustees
The superannuation
fund’s TFN
Attach copy of ATO database
extract:
www.superfundlookup.gov.au
Attach certified copy of driver’s
licence or passport
Signed in accordance
the corporate trustee
The trust’s TFN
Corporate identification documents
for trustee noted above and
Attach a certified extract of the
following pages of the trust deed:
~~ Front cover showing the name of
the trust.
~~ Pages setting out the named
beneficiaries of the trust or class
of beneficiaries (e.g. ‘all of the
children of Mr John Smith’ or
‘unitholders’)
~~ Execution page(s)
All other trusts
with individual
trustee
45, 46, 47, 48, 50,
51 and 52
All trustees
The trust’s TFN
Individual identification documents
noted above for one trustee and
Attach a certified extract of the
following pages of the trust deed:
~~ Front cover showing the name of
the trust.
~~ Pages setting out the named
beneficiaries of the trust or class
of beneficiaries (e.g. ‘all of the
children of Mr John Smith’ or
‘unitholders’)
Existing HDMF1
Investor
49, 50, 51
and 52
All applicants
N/A
N/A
PAGE 37
|
COMPLETING YOUR APPLICATION FORM
~~ A Justice of the Peace or a notary public,
When you submit your Application Form, you will also need
to provide certified copies of certain documents which are
required for identification purposes. All copied pages of the
ORIGINAL documents need to be certified as true copies
by an individual who is authorised to do so (see below). The
person who is authorised to certify documents must sight
the original and the copy and make sure both documents are
identical, then make sure all pages have been certified as true
copies by writing or stamping ‘certified true copy’ followed by
their signature, printed name, qualification (e.g. Justice of the
Peace) and date.
~~ A police officer;
Documents may be certified as true and correct copies by
any of the following
~~ A person enrolled on the roll of a State or Territory
Supreme Court or the High Court of Australia, as a legal
practitioner (e.g. a Solicitor or Barrister);
CONTINUED
~~ A permanent employee of Australia Post with two or more
years of continuous service.
~~ An Australian consular officer or an Australian diplomatic
officer;
~~ A finance company I bank officer with two or more years of
continuous service (with one or more finance companies).
~~ An officer with, or authorised representative of, a holder of
an Australian financial services license, having two or more
years of continuous service with one or more licensees:
~~ A member of the Institute of Chartered Accountants
in Australia, CPA Australia or the National Institute of
Accountants with two or more years of continuous
membership; or
~~ A judge or magistrate;
~~ Any other person who is authorised to witness a Statutory
Declaration in your State or Territory.
~~ A chief executive officer of a Commonwealth court or a
registrar or deputy registrar of a court;
Each state and territory has its own legislation that governs
who can validly witness a statutory declaration.
PAGE 38
| APPLICATION FORM
– INDIVIDUAL
ARSN 602 267 514
This section to be completed by Individual Investors, Joint Investors or Sole Traders.
Investors must provide full information. Please complete using BLOCK LETTERS.
I am an existing Heathley Investor
1. INVESTOR 1
Title (Mr/Mrs/Ms/Dr)
First Name(s)
Surname
Residential Address
(must be completed and PO Box is NOT acceptable)
Postal Address
(Iff different from above)
Home
Work
Phone numbers
Mobile
Email Address
Date of birth
2. INVESTOR 2
First Name(s)
Surname
Residential Address
Postal Address
(If different from above)
Phone numbers
Email Address
Home
Work
Mobile
Date of birth
This PDS is issued by Heathley Asset Management Limited ABN 40 003 976 672 and AFSL 246368
PAGE 39
3. TAX FILE NUMBER
Tax File Number (or Exemption Code)
4. JOINT INVESTORS ONLY
Please indicate who will sign to authorise transactions on your investment account. If no selection is made, both signatures will
be required for all transactions. (Please tick 4 one option).
Both to sign
Either to sign
5. SOLE TRADER
Full Business name
ABN/ARBN/ACN
Principal place of Business
(if any)(PO Box is NOT acceptable)
6. INVESTMENT DETAILS
Please indicate the amount you are investing:
Application amount
(Minimum investment $25,000)
7. SIGNATORIES
Please complete the relevant sections of pages 50 to 52 to finish your Application Form.
PAGE 40
| APPLICATION FORM
– COMPANY
ARSN 602 267 514
This section to be completed on behalf of a Company providing details about a company trustee. All investors must provide full
information. Please complete using BLOCK LETTERS.
1. FULL COMPANY NAME
(as registered with ASIC)
ABN/ARBN/ACN
Tax File Number 2. CONTACT PERSON
First Name(s)
Surname
Work 1
Phone numbers
Work 2
Mobile
Email Address
3. COMPANY TYPE (Please tick 4 one option).
Public, or
Proprietary
Registered Office
Address in Australia (PO Box is NOT acceptable)
Postal Address
PAGE 41
Principal Place of Business (Please tick 4 one option).
Same as registered office address above
Other – please provide address (PO Box is NOT acceptable)
Street Address
4. MAJOR SHAREHOLDERS
For any proprietary or private company which is not a regulated company, please provide details below for each shareholder
who owns, through one or more shareholdings, more than 25% of the company’s issued capital.
All other companies go to Registered Proprietary or Private Company Only.
MAJOR SHAREHOLDER 1
First Name(s)
Surname
Residential Address
MAJOR SHAREHOLDER 2
First Name(s)
Surname
Residential Address
If there are more than two shareholders, provide details on a separate sheet.
PAGE 42
5. REGISTERED PROPRIETARY OR PRIVATE COMPANY ONLY
To be completed for companies registered as proprietary or private companies
Number of Directors Please provide below, full names and addresses of all Directors.
DIRECTOR 1
First Name(s)
Surname
Residential Address
DIRECTOR 2
First Name(s)
Surname
Residential Address
If there are more than two Directors, please write their full names and addresses on a separate page and attach to this
Application Form.
Application amount
7. SIGNATORIES
PAGE 43
This page is intentionally left blank
PAGE 44
| APPLICATION FORM –
TRUST OR SUPERANNUATION FUND
ARSN 602 267 514
This section to be completed on or behalf of a Trust or Superannuation Fund. All Investors must provide full information.
Please complete using BLOCK LETTERS
1. TRUST OR SUPERANNUATION FUND DETAILS
Name of Trust or
Superannuation Fund
Company
Type of Trustee
Individual (Complete the information over the page)
Country of establishment of Trust or Superannuation Fund
ABN of Trust or
Superannuation Fund
2. COMPANY AS TRUSTEE
Company Name
ACN Contact Name(s)
Registered Address
(PO Box is NOT acceptable)
Postal Address
Phone numbers
Work 1
Work 2
Mobile
Email Address
PAGE 45
3. DIRECTOR’S DETAILS
DIRECTOR 1
First Name(s)
Surname
Tick this box if you are the sole director/proprietor of the company
DIRECTOR 2
First Name(s)
Surname
If there are more than two Company Directors, provide details on a separate sheet.
4. INDIVIDUAL AS TRUSTEE
Please provide the following personal details for each of the individual trustees
TRUSTEE 1
First Name(s)
Surname
Residential Address
Postal Address
Phone numbers
Email Address
PAGE 46
Home
Work
Mobile
Date of birth
TRUSTEE 2
First Name(s)
Surname
Residential Address
Postal Address
Home
Phone numbers
Work
Mobile
Email Address
Date of birth
If there are more than two individual as trustees, provide details on a separate sheet.
5. REQUIRED DOCUMENTS
Australian superannuation
fund with corporate trustee
Attach copy of ATO lookup: www.superfundlookup.gov.au
Australian superannuation
fund with individual trustee
Attach copy of ATO lookup: www.superfundlookup.gov.au
All other trusts with
corporate trustee
Corporate identification documents for trustee noted above and
Certified copy of certificate of incorporation or ASIC lookup
www.abr.business.gov.au
Certified copy of driver’s licence or passport for one Trustee
Attach a certified extract of the following pages of the trust deed:
~~ Front cover showing the name of the trust.
~~ Pages setting out the named beneficiaries of the trust or class of
beneficiaries (e.g. ‘all of the children of Mr John Smith’ or ‘unitholders’)
All other trusts with
individual trustee
Individual identification documents noted above for one trustee and
Attach a certified extract of the following pages of the trust deed:
~~ Front cover showing the name of the trust.
~~ Pages setting out the named beneficiaries of the trust or class of
beneficiaries (e.g. ‘all of the children of Mr John Smith’ or ‘unitholders’)
PAGE 47
6. TAX FILE NUMBER
Collection of Tax File Numbers is authorised by law. Quotation is not compulsory but tax will be taken out of your distribution at
the highest marginal rate plus Medicare Levy if you do not quote your number or an exemption.
Tax File Number
(or Exemption Code)
Application amount
8. SIGNATORIES
PAGE 48
| APPLICATION FORM –
EXISTING HDMF1 INVESTOR
ARSN 602 267 514
Please complete using BLOCK LETTERS
I am an existing HDMF1 Investor
1. EXISTING INVESTMENT ENTITY DETAILS
Name of Existing
Investment Entity
Additional Investment Amount
3. SIGNATORIES
Please complete ONLY page 52 of the Signatories page to complete your Application Form.
PAGE 49
|
SIGNATORIES
1. ELECTRONIC FUNDS TRANSFER (EFT)
Please tick this box if you intend to directly transfer your Application Monies to the HDMF1 account
Please include name of investor (as it appears on the Application Form) when completing the transfer.
Account Name: Bank:
BSB:
Account Number:
The Trust Company Australia ACF HDMF No 1 Corporate Cheque account
National Australia Bank
082 057
74 434 7728
2. NOMINATED BANK ACCOUNT (for Distribution payments)
Account Name
BSB Number
Account Number
Name of Financial Institution
Branch Suburb/Town
3. COMMUNICATION PREFERENCES
All investor communications, including Distribution Statements, Tax Statements and Annual Reports, are sent via e-mail to
reduce administration costs to the Fund.
Should you require printed copies of these reports, please indicate your preference by ticking the box below:
Quarterly Distribution Statements, Annual Tax Statement and Annual Report
The election that you make in this application form is a standing election. You may change your election at any time, by
contacting the Manager.
4. ADVISER DETAILS
If you are investing through a Financial Adviser, please have them complete and sign this section and stamp the Application Form.
First Name(s)
Surname
Adviser Company
(if applicable)
Licensed Dealer
AFS Licence Number
Postal Address
(If different from above) Phone numbers
Home
Work
Mobile
Email Address
PAGE 50
Adviser Correspondence (Please tick 4 if this is your preference).
I would like my adviser to receive a copy of all correspondence
5. ADVISER PAYMENT INSTRUCTION
Only complete this section if you wish to direct Heathley Asset Management Limited to make a payment as your agent from
your application monies to your financial adviser as your Agent.
I hereby direct Heathley Asset Management Limited to pay the amount of:
Out of my Application Monies (inclusive of GST) to my financial adviser. Payment is to be made to the following financial adviser:
Licensee Name
ABN Account Name
BSB Number
Account Number
Name of Financial Institution
Branch Suburb/Town
Contact Person
The fee nominated above will be collected from your Application Monies and paid by Heathley Asset Management Limited as
agent of the financial adviser named above.
6. AML/CTF REQUIREMENTS (FOR ADVISERS)
I confirm I have completed AML/CTF identification requirements for this investor; or
I have included the investor’s identification documents for your verification
Adviser Signature
Name This PDS is issued by Heathley Asset Management Limited ABN 40 003 976 672 and AFSL 246368
Date
PAGE 51
7. DECLARATION
I/We:
~~ wish to apply for Units in the Fund;
~~ received the current PDS (comprising of Part A and the most current Part B) at the same time and by the same means as I/
we received this application form;
~~ agree to be bound by the current PDS and the terms of the Fund’s Constitution (as amended from time-to-time);
~~ agree to personal information about me/us being collected, used and disclosed in accordance with the Heathley Privacy Policy;
~~ acknowledge that joint applicants or signatories who allow one or the other to give instructions in relation to an investment in
the Fund will bind the other investors or signatories for all transactions in connection with the investment including changes
to account details;
~~ agree to the anti-money laundering and counter-terrorism financing statement contained in the current PDS;
~~ acknowledge that investments in the Fund are not deposits or liabilities of any company in the Heathley Group;
~~ acknowledge that the Fund is subject to investment risks which could include delays in repayment and loss of income and capital
invested and that no member of the Heathley Group guarantees the performance of the Fund or any particular rate of return;
~~ declare and agree that any information and documents that will be used for the purposes of this application (whether or not
provided on or with this application) are complete and correct, and if they concern another person, have been provided with
that person’s consent;
~~ understand that HAML may request or require additional personal or company information in order to fulfil legislative obligations;
~~ acknowledge that it is a criminal offence to knowingly provide false or misleading information or documentation in
connection with this application;
~~ declare that if the application form is signed under power of attorney, you have no knowledge of the revocation of that power
of attorney;
~~ are not in the United States or a ‘US Person’ (as defined in the PDS) , nor am I/are we acting for the account or benefit of a
US Person;
~~ agree to notify the Manager immediately if I/we become a US Person;
~~ will not make a copy of this document available to, or distribute a copy of such documents to, or for the account or benefit
of, any US Person or any person in the United States or in any other place in which, or to any other person to whom, it would
be unlawful to do so;
~~ will not, subject to the Manager’s discretion, at any time cause my/our units to be sold or transferred, directly or indirectly, to
or for the benefit of a US Person;
~~ agree that the method of the payment to you of any return on your investment will be by direct bank deposit to your
nominated bank account, or if you are a joint applicant to the first named applicant, sent to the address you provide in the
application form and that unless you otherwise direct, no separate written confirmation of the transactions comprised of
those payments need be made; and
~~ acknowledge and agree that the Responsible Entity is acting as a responsible entity and trustee and, subject to the
Constitution and the Corporations Act and except to the extent of fraud or gross negligence, is only liable to any other
person to the extent it is indemnified for such liability out of the assets of the Fund.
APPLICANT SIGNATURES
Each signatory below confirms that they have been duly authorised to execute this application on behalf of the applicant/s and
that the signing authorities specified above have also been duly authorised.
INVESTOR 1
INVESTOR 2
NameName
Date
Date
PAGE 52
LEVEL 13, 20 HUNTER STREET, SYDNEY NSW 2000
T: 02 8247 7000 F: 02 9221 8243
E: [email protected]
WWW.HEATHLEY.COM.AU

heathley direct medical fund

Transcription

Similar documents