Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie

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Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
Huntingwood
Forest LP

Product Disclosure
Statement
This is an offer of Units in Huntingwood Forest LP,
a limited partnership issued by Roger Dickie (N.Z.)
Limited
This document gives you important information about this investment to help you
decide whether you want to invest. There is other useful information about this offer
on www.disclose-register.companiesoffice.govt.nz. Roger Dickie (N.Z.) Limited has
prepared this document in accordance with the Financial Markets Conduct Act 2013.
You can also seek advice from a financial adviser to help you to make an investment

                                                                                        11 September 2020
decision.
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
1. Key information
                                                                                                    have the opportunity to vote by way of Ordinary Resolution
                                                                                                    to continue the Partnership for a further rotation or to sell

          summary
                                                                                                    the Partnership assets and terminate the Partnership. If the
                                                                                                    Subsequent Property is not purchased within 24 months of
                                                                                                    the conclusion of the first harvest of the Initial Treecrop, the
                                                                                                    meeting will be held within six months of the end of that
       1.1         What is this?                                                                    24-month period.

       This is an offer of Units in Huntingwood Forest LP (‘Partnership’                            Investment objectives and strategy
       or ‘scheme’). Your money will be pooled with other investors’
                                                                                                    The Partnership’s investment objectives and strategy are
       money and invested. Roger Dickie (N.Z.) Limited invests the
                                                                                                    to acquire the Initial Property (land and near-to-harvest
       money in assets, such as acquiring, establishing and maintaining
                                                                                                    Treecrop), complete the harvest and invest the harvest
       forest assets for eventual harvest, and takes fees. The assets
                                                                                                    proceeds in acquiring the Subsequent Property (a greenfield
       and fees are described in this document. By investing in this
                                                                                                    property that is yet to be identified), complete the planting
       scheme, you are relying on the investment decisions of Roger
                                                                                                    and management of both forests, sale of Carbon Credits
       Dickie (N.Z.) Limited and returns from the assets that the
                                                                                                    for the Subsequent Property, harvest of the Treecrops,
       scheme invests in. There is a risk that you may lose some or all
                                                                                                    replanting and concluding sale of the land with the intention
       of the money you invest.
                                                                                                    of maximising the distributable returns to the investor.

       1.2         Who manages this scheme?                                                         Key existing and proposed Partnership property

       The licensed manager of the scheme is Roger Dickie (N.Z.)                                    The initial Partnership property will be the land and Treecrop
       Limited (the ‘Manager’). Refer to Section 10 - About                                         at Tauwhareparae Road, Tolaga Bay.

Executive Summary
       Roger Dickie (N.Z.) Limited and others involved in the
       Huntingwood Forest LP of this Product Disclosure Statement                       At the commencement of the investment, the Manager
                                                                                        intends to ready the Initial Treecrop for harvest. Proceeds
       (‘PDS’) for more information.
A PROFITABLE, SUSTAINABLE AND SOCIALLY RESPONSIBLE INVESTMENT                           from harvest will be used to acquire a Subsequent Property,
BACKED BY LAND OWNERSHIP                                                                re-establish the Treecrop on the Initial Property, and
       1.3          What      are   you
Roger Dickie New Zealand Limited (RDNZ)
                                           investing  in?                               establish a new Treecrop on the Subsequent Property for the
                                                     one million tonnes of logs per annum. FMNZ provide
specialises in establishing and managing sustainable
                                                                                        sale of Carbon Credits and eventual harvest.
                                                     complete operational management services from
         General
New Zealand             nature
                  forestry           of the
                            and carbon         Partnership establishment through to harvesting. FMNZ adopts
                                          investment
opportunities with a proven track record for                              best market practice, sources the best     Partnership
                                                                                                                         tree stocks      borrowings, and potential future
managing This    investment
              quality              is an offer
                       forests generating     strong ofreturns.
                                                         Units in the and  Huntingwood
                                                                                implements stringent quality and     borrowings
                                                                                                                        health & safety
         Forest LP, which is registered as a Managed                      controls.
                                                                               Investment
RDNZ has established and manages in excess of
         Scheme        for  the    purposes
$850 million of New Zealand forestry assets on more
                                                   of  the   Financial     Markets        Conduct                    The Partnership has the ability to borrow, and the Manager
                                                                          With global demand for food and timber increasing,
         Act 2013
than 30,000     hectares(‘FMCA’).
                           for both NewInvestors
                                            Zealand and become limited           partners
                                                                          particularly    in developing economieshas   sucharranged
                                                                                                                              as China, a three-year facility with the Bank of New
         (‘Partners’)
international     investors.in the Partnership by subscribing             India for
                                                                                 and Units.                          Zealandworld
                                                                                       Africa, combined with diminishing          (BNZ) which will be drawn until the Initial Treecrop
                                                                          supply due to the deforestation of tropical         forests, theat which time those borrowings will be repaid.
                                                                                                                     is harvested,
RDNZ isThe      Partnership
           the investment           has specialising
                              manager    been structuredin           as a outlook
                                                                           long-term for forestry investment remains strong.
                                                                                                                     Borrowings may also be required to fund future obligations,
sourcing,investment
            acquiring andinmanaging
                                 forest and
                                         the best land   assets
                                                     forest  and deriving income
carbon opportunities available including greenfield,                      Investors are discovering the additional   however
                                                                                                                          attributesborrowings
                                                                                                                                      and         are not currently forecast beyond the
         from harvest proceeds and the sale of carbon                             credits with
mid rotation and near to harvest forest assets. Invest-                   diversification that forestry assets can   harvest
                                                                                                                         provide of  the Initial Treecrop. The Partnership may borrow
                                                                                                                                  to the
ments area forecast
              tailored toinvestment         term of
                           best suit the investors        33 years. However,
                                                       criteria.                         the supplementary to a sustainable and
                                                                          modern portfolio                           additional amounts, within the limits set out on page 14,
RDNZ isPartnership
           a licensed forest has   no fixed
                                investment       term.under
                                             manager       This meanssociallythereresponsible
                                                                                       is no setinvestment. Consistent biomass
                                                                                                                     withoutas wellfurther
                                                                                                                                    as ro- approval of the Partners, as follows:
         date Markets
the Financial     on which ConductyouAct
                                       will   get your investment
                                          2013.                                back.
                                                                          growth    provides a strong inflation hedge
                                                                          bust and uncorrelated measures of risk/return relative
                                                                                                                     • if harvest is deferred, until market conditions improve;
         The initialmore
RDNZ, established         acquisition
                               than 40 yearsis aago,near-to-harvest
                                                      has a               toTreecrop
                                                                              traditional onasset classes.
proven freehold
          track recordland
                         for sourcing
                                 whereand themanaging
                                                 primary   highsource of revenue will                                • to fund any portion of the purchase price of the
quality forests generating exceptional returns to their                   Growth rates being achieved for softwoods in New
         be    derived     from     harvest,       forecast
investors. Recently cutover and replanted first rotation        to  commence          in   2022
                                                                          Zealand are superior to others globally,Subsequent
                                                                                                                          thanks to the Property that relates to land and/or buildings
forests (the     ‘Initial
         established    by Property’).       The majority
                            RDNZ have achieved        between of theall-encompassing
                                                                             proceeds from                               the
                                                                                                 climate (soil, rainfall &     Manager reasonably considers are not needed for
                                                                                                                           sunshine
7.4% and harvest      will be cash
             8.8% compound        used   to reestablish
                                      return,    and even         the Treecrop
                                                                          hours) and  onattention
                                                                                           the to tree genetics and      forestry
                                                                                                                            tending investment purposes, such as dwellings, farm
greaterInitial
          when including
                    Property, the appreciated
                                   purchasecapital a secondvalue piece of regimes.
                                                                               land Radiata     pine is typically harvested 26 to 28
                                                                                       to establish                      buildings or land not suitable for forestry purposes; and/or
of replanted land.                                                        years after planting and can yield between 750-850m3
         a Treecrop on (the ‘Subsequent Property’)perand                            fund     the
                                                                                hectare of logs in that time.        • to purchase other forest lots that neighbour or are
RDNZ has development            of thewhen
             a wealth of expertise       twoanalysing
                                                  Treecropsand as required. The two
                                                                                                                         adjacent to the Initial Property which the Manager
acquiringTreecrops
             properties will     be managed
                          for forestry investment.   through
                                                        As well, to theInvestors
                                                                             completion         of the
                                                                                       are attracted  to New Zealand because of our
we engage independent expert consultants to produce                       stable government, our close proximityconsiders to the fast- are likely to provide access or profitability
         next harvest, forecast to commence in 2049. Carbon Credits
feasibilities, cash flow studies, and valuations and have                 developing Asian markets and our established   benefits pro-to the Partnership.
         in respect
strong legal,             of the
                accountancy      andSubsequent           Property
                                     banking relationships       to willfessional
                                                                             be sold      underpractice,
                                                                                      business      the ranked amongst the best
         current
facilitate  onshore Emissions         Trading Scheme (‘ETS’) countries
                      investment requirements.                             either as       they
                                                                                       to do       are As well, theAny
                                                                                              business.                Newfuture
                                                                                                                              Zealandborrowings other than those outlined above will
         sequestered or subject to the requirements                             and financial
                                                                          government       is making measurable stepsbe subject
                                                                                                                           with regardto approval of the Partners by Special Resolution.
RDNZ provides ongoing investment management, for-                         to environmental sustainability and carbon neutrality,
         obligations        of   the  Partnership         until    the forest    reaches       its
                                                                          making forestry a primary focus andShould   allowingaease
est operations management and forest administration                                                                                policy
                                                                                                                                       of or banking condition be at risk of being
services.Carbon
            EnsuringAverage         Age. (See
                       that the investment          page 11).
                                                is transparent,           access for investors.                      breached, the Manager reserves the right to call on further
fully accountable and measurable by providing de-
         Replanting
tailed operational     andwill    occur
                            financial      following harvesting.RDNZ
                                      reporting.                             Within
                                                                                  enables sixthe
                                                                                               months
                                                                                                 investor to directlycommitments
                                                                                                                        access the New from the Partnership’s investors in the form of
         of the conclusion of harvest of both Treecrops,                  Zealand Partners         will and benefitafrom
                                                                                     forestry market                    Call.the finan-
Forest Management New Zealand (FMNZ), our for-                            cial, environmental and socially responsible aspects of
est operations manager, manages more than 90                              a sustainable real asset investment in land and trees.
forests across New Zealand and harvest in excess of

                                                                                                                                                                               Page 1
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
1.4          Key terms of the offer                                                             Your investment in Units in the Partnership can be sold but there
                                                                                                       is no established market for trading these financial products. This
                                                                                                       means that you may not be able to find a buyer for your investment.
         Product offered           Units in Huntingwood Forest LP, a Limited                           Investors wishing to exit the Partnership may transfer their Units to
                                   Partnership.
                                                                                                       a Permitted Transferee. Otherwise, they are required firstly to offer
         Offeror                   Roger Dickie (N.Z.) Limited (the Manager of                         those Units to other existing investors in the Partnership as a pre-
                                   the Partnership)                                                    emptive right. If existing Partners do not wish to apply for those
         Number of Units    The Partnership has 5,280 Units on offer with an                           Units, then those Units may be made available (at the same price)
         and price per Unit initial subscription price of NZ$1,000 per Unit.                           to other Eligible Investors. The Manager may assist, if requested,
                            The Manager may make Calls on Partners                                     by facilitating the sale of Units to its wider investor base, known as
                            for additional amounts (though currently                                   the Secondary Market. If a Partner wishes to sell part of their Units,
                            none are forecast) and therefore there is no                               both the transferring Partner and the purchaser must hold at least
                            fixed total price, or indicative price range,                              50 Units after the transfer, except with the Manager’s approval in
                            for the Units.                                                             exceptional circumstances. The investor wishing to exit reserves the
                            In addition, 220 Units will also be issued to                              right to govern the price at which it offers Units in the Partnership.
                            Roger Dickie No. 23 Limited (the ‘Promoter’),
                            a related party of the Manager. The Promoter
                            currently holds 1 Unit, which it acquired in its                           1.6         Key drivers of returns
                            capacity as the initial limited partner of the
                            Partnership. See page 22 for more information                              The forecast pre-tax Internal Rate of Return (IRR) for the expected
                            on the Promoter and its Units.                                             life of the investment and without inflation adjustment is 7.2%. See
         Minimum                   NZ $50,000 or 50 Units                                              Section 6 of this PDS for more information.
         investment                                                                                    The Manager considers that the current and future aspects of the
         Intended offer            18 September 2020                                                   Partnership that have, or may have, the most impact on its financial
         opening date                                                                                  performance are;

Executive Summary
         Intended offer
         closing date
                                   25 September 2020                                                            Land & Treecrop price – The price paid for planted or
                                                                                                                 plantable land and established Treecrop, and the price
A PROFITABLE,
         Payment dates SUSTAINABLE PaymentAND  of theSOCIALLY       RESPONSIBLE
                                                         subscription  price is to be INVESTMENTachieved when selling the land and/or Treecrop. In particular,
                                   paid in full immediately on signing of the                                    the price paid for plantable land for the Subsequent Property,
BACKED BY LAND OWNERSHIP           application form attached to the PDS.                                         which will be a key determinant of returns;
Roger Dickie  New  Zealand
         Calls or future    Limited   (RDNZ)                     one  million  tonnes
                                   The Partnership has no forecast future Partner       of  logs per      
                                                                                                     annum.      Logprovide
                                                                                                              FMNZ    prices – The price received for log or lumber sales at harvest;
specialises in establishing
         Partner            and managing    sustainable          complete    operational
                                   Calls. However, the Manager has the right to             management          Growth
                                                                                                           services from   rates – The volume and quality of the Treecrop, which are
New Zealand forestry and carbon investment                       establishment through to harvesting. FMNZ          adopts
                                                                                                                 largely determined    by site specific factors (climate, soil and rainfall);
         contributions             call on Partners for further contributions, based
opportunities with a proven track record for                     best market practice, sources the best tree stocks
                                   on  the capital  requirements   of the   Partnership,                   Carbon Credits earned and sold – The number of Carbon
managing quality forests generating strong returns.              and implements stringent quality and health & safety
                                   where the Manager determines         the Call is inside
                                                                 controls.                                       Credits earned and the price achieved for Carbon Credit sales
                                   the  Ordinary
RDNZ has established and manages in excess of      Course   Of Business  (including    Calls                     for the Subsequent Property including legislation;
                                   madeassets
$850 million of New Zealand forestry       whereonamore
                                                     policy or banking  condition
                                                                 With global    demandis atfor food and timber   Costs – Costs associated with the operational management
                                                                                                           increasing,
than 30,000 hectares for both New  riskZealand
                                        of beingand
                                                  breached, as outlined     in Section
                                                                 particularly   in developing economies suchand   as China,
                                                                                                                       harvesting of land and tree crop;
international investors.           4 Terms of the Offer). ThisIndia
                                                                  meansandyou    maycombined
                                                                             Africa,   be         with diminishing world
                                                                                                           Location – Proximity of the Initial and Subsequent Properties
                                   required to contribute amountssupplyindueexcess
                                                                               to theofdeforestation
                                                                                        the           of tropical forests, the
RDNZ is the investment manager investor
                                   specialising in               outlook   for There
                                                                               forestryisinvestment              to export ports and domestic processing. The Initial Property is
                                                                                                      remains strong.
                                             commitments      noted  above.               no
sourcing, acquiring and managingfixed
                                    the best  forest and
                                         total price for the Units.                                              within 75km of Gisborne port, but the Subsequent Property’s
carbon opportunities available including greenfield,                                                             proximity
                                                                 Investors are discovering the additional attributes      andto this type of infrastructure will not be known until
                                   Calls that
mid rotation and near to harvest forest        areInvest-
                                          assets.   outside thediversification
                                                                  Ordinary Course  thatOf
                                                                                        forestry assets can provide
                                                                                                                 that to the
                                                                                                                       property   is identified by the Manager. The Manager’s
ments are tailored to best suit theBusiness
                                     investorsmay   only be made
                                               criteria.            with portfolio
                                                                 modern     the approval
                                                                                      supplementary to a sustainable and
                                   of the  Partners   by Specialsocially
                                                                  Resolution.                                    criteria  for identifying   and acquiring the Subsequent Property
RDNZ is a licensed forest investment    manager   under                   responsible investment. Consistent biomass
the Financial Markets Conduct ActFailure
                                     2013. to pay any Partner commitment
                                                                 growth provides                                 will include   reasonable    proximity to export ports and domestic
                                                                                   oraCall
                                                                                       strong inflation hedge as well as ro-
                                                                 bust and uncorrelated measures of risk/return   woodrelative
                                                                                                                         processing facilities.
                                   would put the Partner in default and subject to
RDNZ, established more than 40 years ago, has a                      to traditional asset classes.
                                     payment of interest and forfeiture of their Units
proven track record for sourcing and managing high                                                           The Manager’s investment philosophy and investment objectives
                                     and loss
quality forests generating exceptional         of voting
                                          returns   to theirrights under
                                                                     Growththerates
                                                                               Partnership’s                 are to establish,
                                                                                     being achieved for softwoods      in New      manage and harvest the forest assets to ensure
                                     Governing
investors. Recently cutover and replanted     firstDocuments
                                                     rotation (the     Deed of
                                                                     Zealand   areScheme                     maximum
                                                                                   superior to others globally,   thanks toreturn
                                                                                                                             the to Partners at harvest while minimising exposure
forests established by RDNZ haveManagement
                                      achieved between and Deed ofall-encompassing
                                                                      Limited Partnership).
                                                                                         climate (soil, rainfall
                                                                                                             to &investment
                                                                                                                    sunshine risk. An independent valuer and an independent
7.4% and 8.8% compound cash return, and even                         hours) and attention to tree genetics and tending
          Minimum offer              Units will not be issued unless applications for                        forest consultant provide further expertise and independence
greater when including the appreciated capital value                 regimes. Radiata pine is typically harvested 26 to 28
          amount and
of replanted land.
                                     at least 100 Units are received           (representing                 when forecasting
                                                                     years after planting and can yield between       750-850m3 the future performance of the Partnership.
          underwrite                 $100,000 of investor commitments).                Thein220
                                                                     per hectare of logs     that time.
RDNZ has a wealth of expertise when  Units   to be and
                                          analysing    issued to the Promoter do not                         Further information about the key drivers of returns and the key
                                     count towards
acquiring properties for forestry investment.     As well,this minimum.
                                                                     Investors are attracted to New Zealand       because of   ourplans of the Manager in respect of those drivers
                                                                                                             strategies     and
we engage independent expert consultants        to produce
                                     If applications                 stable
                                                          for at least   100government,
                                                                               Units but ourlessclose proximity   to the fast-
feasibilities, cash flow studies, andthan
                                       valuations
                                                                                                             may be found in Section 2.1e of this PDS.
                                            5,280and     haveare received,
                                                      Units          developingthe Asian markets and our established pro-
                                                                                       shortfall
strong legal, accountancy and banking relationships to               fessional business practice, ranked amongst the best
                                     will be underwritten by the Underwriter.
facilitate onshore investment requirements.
          Further details            For further details on the         terms of isthe
                                                                     government                        1.7         Huntingwood Forest LP’s financial
                                                                     countries to do business. As well, the New Zealand
                                                                                         offer,measurable steps with regard
                                                                                      making
RDNZ provides ongoing investment     see  Section 4 –for-
                                        management,
est operations management and forest administration
                                                           Terms oftothe    offer
                                                                        environmental
                                                                                                                   information
                                                                                         sustainability and carbon neutrality,
                                                                     making forestry a primary focus and allowing ease of
services. Ensuring that the investment is transparent,               access for investors.
fully accountable and measurable by providing de-                                                            The Initial Treecrop is forecast to commence harvest in 2022. The
       1.5          How you can get your money out
tailed operational and financial reporting.                          RDNZ enables the investor to directly   revenue     from
                                                                                                                access the  New harvest will be used to re-establish the Treecrop on
                                                                     Zealand forestry market and benefitthe   from   the finan-
                                                                                                                   Initial Property, and to purchase and establish a Treecrop on
Forest Management New Zealand (FMNZ), our for-                       cial, environmental and socially responsible aspects of
         Units in the Partnership are not redeemable. An
est operations manager, manages more than 90
                                                                        investor has no right                a Subsequent Property that will generate income from the sale of
                                                                     a sustainable real asset investment in land and trees.
         to receive    back  any   amount     invested
forests across New Zealand and harvest in excess of         in respect     of Units, except in               carbon, typically when that Treecrop is between the ages of 3 and 20.
       circumstances where the Partnership is being wound up and funds                                 The primary returns are expected to begin in 2049 when the second
       are available for that purpose.                                                                 harvest of the Initial Property and the first harvest of the Subsequent
                                                                                                       Property is forecast to commence. Any revenues the Manager
                                                                                                       considers are surplus to requirements will be distributed to Partners.

                                                                                                                                                                                    Page 2
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
1.8            Key risks of this investment
        Gearing ratio and interest cover ratio
        The gearing ratio tells you how much the Partnership has borrowed                                            Investments in managed investment schemes are risky. You should
        (debt) as a portion of what it owns (assets). At settlement the                                              consider whether the degree of uncertainty about the Partnership’s
        investment will have borrowings, those borrowings will be repaid                                             future performance and returns is suitable for you. The price of
        from the harvest of the Initial Treecrop.                                                                    Units in the Partnership should reflect the potential returns and
                                                                                                                     the particular risks of those Units in the Partnership. The Manager
        The interest cover ratio measures by how much the net income                                                 considers that the most significant risk factors that could affect the
        exceeds interest obligations on the Partnership’s loans. The                                                 value of Units in the Partnership are:
        revenue generated prior to harvest is expected to be negligible,
        making the interest cover ratio negative and of less relevance                                                                            Key Risks of this Investment
        (as, during that period, interest payments will be funded by
                                                                                                                       Market risks – The risk associated with changes in supply and
        cash received from subscription amounts).                                                                      log markets    demand for pine sawlogs which affects log
          Gearing ratio                                     Interest cover ratio                                                      prices. The log price for all log grades is set by log
                                                                                                                                      exporters each month. If demand for New Zealand
          At settlement                                     At settlement                                                             Radiata pine logs was lower, then there would
          of property                        15.92%         of property                                                               be a lower log price for all harvesting forests,
                                                                                                    NA
          (30 September 2020)                               (30 September 2020)                                                       including the Partnership’s forests. A reduction
          Period ending                                     Period ending                                                             in log price will influence the profitability of
                                             17.68%                                               -2.18                               the investment. Two possible risks affecting log
          28 February 2021                                  28 February 2021
                                                                                                                                      prices are the events of Covid-19 (and a possible
          Period ending                                     Period ending                                                             resulting short-term weakening of demand for
                                             11.56%                                               -3.95
          28 February 2022                                  28 February 2022                                                          logs) and the supply of salvaged European Spruce
                                                                                                                                      from windstorms and the Spruce Bark Beetle
                                                                                                                                      into markets where New Zealand predominantly
        Further information on how these amounts are calculated                                                                       exports. If log prices decreased 10%, the Internal

Executive Summary
        can be found in Section 6 – Huntingwood Forest LP’s
        financial information
                                                                         Market risks
                                                                                                                                      Rate of Return would drop from 7.2% to 4.7%.
                                                                                                                                                The risks associated with the ETS, changes to
                                                                         – Emissions                                                            legislation relating to the ETS, and Carbon Credit
A PROFITABLE,    SUSTAINABLE
    Forecast financial informationAND   SOCIALLY
                                    included in thisRESPONSIBLE
                                                     PDS has been INVESTMENT
                                                                         Trading                                                                prices. The Partnership is forecast to sell Carbon
BACKED  BY LAND
    extracted  fromOWNERSHIP
                    financial statements prepared in accordance          Scheme (ETS)                                                           Credits in relation to the Subsequent Property.
        with FRS-42 (Financial Reporting Standard 42) Prospective                                                                               If the market changed or ceased to exist then
Roger Dickie New Zealand Limited (RDNZ)
         Financial Statements. These are available onone
specialises in establishing and managing sustainable
                                                                               the  million tonnes of logs per annum. FMNZ provide
                                                                                      Offer Register.
                                                                             complete operational management services from
                                                                                                                                                there is a risk to returns from the investment. If
                                                                                                                                                there was no market to sell Carbon Credits (i.e.
New Zealand forestry and carbon investment                                   establishment through to harvesting. FMNZ adopts
                                                                                                                                                legislation changes) then the Internal Rate of
         Valuation
opportunities              of land
                  with a proven    trackand     forest
                                           record    for assets best market practice, sources the best tree stocks
                                                                                                                                                Return would reduce from 7.2% to 4.8%.
managing quality forests generating strong returns.                          and implements stringent quality and health & safety
         The land and Treecrop on the Initial Property have                           been valued
                                                                             controls.                                     Market risks –       The risk that a suitable and quality greenfield
         by  independent        consultants,
RDNZ has established and manages in excess of       namely      Logan    Stone       Limited     (‘Logan
                                                                                                                           Identification       forest property could not be identified and/or
         Stone’)
$850 million        and Zealand
                of New    PF Olsen      Limited
                                    forestry        (‘PFonOlsen’),
                                               assets        more respectively.
                                                                             With globalThe   demand for food and timber   andincreasing,       acquired as the Subsequent Property within the
         valuation
than 30,000            of the
                hectares        landNew
                           for both     andZealand
                                              improvements
                                                         and          supplied       by Logan
                                                                             particularly          Stone economies Acquisition
                                                                                              in developing                such as China,
                                                                                                                                          of    desired timeframe, being during the harvest of the
international
         as at 29investors.
                     July 2020 is $765,000 (plus GST, if any)India             based and onAfrica,  combined with diminishing world
                                                                                                a ‘Sales                   Subsequent
                                                                             supply due to the deforestation of tropical forests, the           Initial Property through to 24 months following the
         Comparison’ approach. The valuation of the Treecrop                               supplied by                     Property             harvest of the Initial Property.
RDNZ is the investment manager specialising in                               outlook for forestry investment remains           strong.
sourcing,PFacquiring
             Olsen asand  at managing
                              6 Augustthe  2020bestisforest
                                                        $6,040,000
                                                              and        (plus GST, if any) based
                                                                                                                           Crop risks           The risk of unfavourable factors affecting the tree
carbon on    an ‘Income
         opportunities        (Discounted
                           available  includingCash        Flow – DCF)’ Investors
                                                   greenfield,               approach.     are discovering the additional attributes and        crop. These factors can include
mid rotation and near to harvest forest assets. Invest-                      diversification that forestry assets can provide to the
                                                                                                                                                climate, disease, windthrow, fire, erosion, site
ments are tailored to best suit the investors criteria. Valuation                           Percentage
                                                                             modern portfolio               of
                                                                                                     supplementary     to a sustainable and
RDNZ is a licensed forest investment manager                                                                                                    contamination, and natural disasters such as
                                                 Area under                  socially responsible
                                                                       (market                          investment. Consistent biomass
                                                                                             total market                                       storms. The Initial Property contains approximately
          Property
the Financial         asset
                Markets    Conduct Act 2013.                                 growth provides        a strong inflation hedge as well as ro-
                                            (hectares)                  value)                   value                                          169 hectares of land classified as having a very
                                                                             bust and uncorrelated measures of risk/return relative
                                                                    August 2020              August    2020                                     high erosion risk.
RDNZ, established more than 40 years ago, has a                              to traditional asset classes.
proven track    recordland
          Forestry       for sourcing
                               &        and managing high
                                                                                                                           Risks                The risk that a Call needs to be made and that one
quality forests   generating exceptional331.556
          improvements                         returns to their $765,000     Growth rates 11.24%being achieved for softwoods in New
investors.(Logan
            Recently    cutover   and  replanted     first rotation          Zealand     are   superior   to others        associated
                                                                                                                    globally, thanks to the     or more Partners fails to pay the Call, impacting
                     Stone)
forests established by RDNZ have achieved between                            all-encompassing climate (soil, rainfallwith         Calls
                                                                                                                             & sunshine         returns (either for a defaulting Partner or for
7.4% andTreecrop       (PF Olsen)
            8.8% compound       cash return,228.40
                                                 and even            6,040,000                  88.76%to tree genetics and tending
                                                                             hours) and attention                                               all Partners, if the non-payment affects the
greater when including the appreciated capital value                         regimes. Radiata pine is typically harvested 26 to 28              Partnership’s ability to continue). Calls are not
of replanted land.                       331.556 Land                        years after planting and can yield between 750-850m3               forecast to be required.
                                          & Tree Crop                        per hectare of logs in that time.
RDNZ hasTotal     valuation                                         $6,805,000                   100%                      Operational          The risk that the operational cost of managing
            a wealth    of expertise when  228.40
                                               analysingNetand
acquiring properties for forestry investment.            As  well,           Investors     are  attracted   to New  Zealandrisks
                                                                                                                              because of our    and harvesting forests increases, including due to
                                         Stocked Area
we engage independent expert consultants to produce                          stable government, our close proximity to the fast-                compliance, inflation, and taxation changes.
feasibilities, cash flow studies,
         The Subsequent              and valuations
                                 Property      has notand   yethave          developingand
                                                                 been identified,            Asian   markets and our established
                                                                                                  will                               pro-
                                                                                                                           Counterparty         The risk that service providers and related parties
strong legal, accountancy and banking relationships to                       fessional business practice, ranked amongst the best
         not   be  acquired     until   during     or   following     the  harvest       of   the  Initial                 risks                will fail to perform their services or make good on
facilitate onshore investment requirements.                                  countries to do business. As well, the New Zealand
         Treecrop. Accordingly, valuation information for                         that landis and
                                                                             government          making measurable steps with regard
                                                                                                                                                contractual obligations.
         Treecrop
RDNZ provides         (including
                   ongoing           independent
                             investment     management,    valuations)
                                                               for-        istonot    currently sustainability and carbon
                                                                                environmental                                     neutrality,
                                                                                                                           Interest             The interest rate applied to Partnership borrowings
         available.
est operations          The Manager
                  management                intends
                                   and forest             to obtain independent
                                                 administration              making forestry  valuations
                                                                                                   a primary focus and allowing
                                                                                                                           rate and ease of     may be subject to change depending on the
services.toEnsuring
            supportthat  thethevaluation
                                 investment  theis transparent,
                                                   Manager places on         accessthefor   investors.
                                                                                        Subsequent                         refinancing          borrowing facility held with BNZ or other registered
fully accountable and measurable by providing de-
         Property at the time of acquisition, and valuation
tailed operational and financial reporting.
                                                                                    information                            risk
                                                                             RDNZ enables the investor to directly access the New
                                                                                                                                                banks. In addition, should the Partnership need to
         will be made available to Partners at that time.Zealand                Moreforestry
                                                                                          information
                                                                                                    market and benefit from the finan-          refinance, or to borrow additional amounts, the
         on the key features
Forest Management         New Zealandof the    Subsequent
                                          (FMNZ),     our for- Property      cial,isenvironmental
                                                                                     set out in theand socially responsible aspects of          terms of refinancing may vary, or the availability of
         statement
est operations           of investment
                  manager,    manages more   policy
                                                  thanand90 objectivesa for          the Partnership.
                                                                               sustainable      real asset investment in land and trees.        money may cease.
forests across New Zealand and harvest in excess of
        Further information about the valuation of land and forest assets                                            This summary does not cover all of the risks. You should also
        can befound in Section 2 – Acquisition of key partnership property.                                          read Section 7 – Risks to returns from the Huntingwood Forest
                                                                                                                     LP and other parts in this PDS that describe risk factors.

                                                                                                                                                                                              Page 3
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
1.9           What fees will you pay?
       The table below summarises the fees and expenses that you will be charged to invest in the Partnership. Further information about fees,
       including fees expected to be incurred in connection with the acquisition of the Subsequent Property, is set out in Section 8 – What are the
       fees? The fees in the table are estimates of fees (exclusive of GST) to be charged to set-up and manage the Partnership on an ongoing basis in
       the periods indicated and actual fees and expenses may vary from those estimates.

                                                                                      Set-Up Fees and Expenses
                                                                                                          Period to           Percentage of
         Manager and Associated Persons Set Up Fees and Expenses
                                                                                                      28 February 2021      Scheme Net Assets
         Offeror/Establishment Fee                                                                        $264,000                 3.88%
         Brokerage Fee                                                                                    $105,600                 1.55%
         Underwriters Fee                                                                                     $0                   0.00%
         Marketing Expenses                                                                                $30,000                 0.44%
         Establishment Fee (Subsequent Property) Forecast FY 2024
                                                                                                          $180,000                 2.65%
         (5% of purchase price) (Estimate only)
         Manager and Associated Persons Total Set up Fees and Expenses                                    $579,600                 8.52%
         Other Person Fees & Expenses  
         Legal Fees - Initial Set-up                                                                       $90,000                 1.32%
         Supervisor                                                                                         $6,000                 0.09%
         Scheme Registration & FMA Levy                                                                     $6,000                 0.09%
         Assurance Fee - Independent Consultant Feasibility (Estimate Only)                                $25,000                 0.37%
         Assurance Fee - Independent Land Valuation (Estimate Only)                                         $5,000                 0.07%

Executive Summary
         Assurance Fee - Independent Treecrop Valuation (Estimate Only)                                     $5,000                  0.07%
         Assurance Fee – Audit and Accounting (Estimate Only)                                              $12,000                  0.18%
         Bank Fees - Facility and Legal (Estimate Only)                                                     $7,000                  0.10%
A PROFITABLE,     SUSTAINABLE AND SOCIALLY RESPONSIBLE INVESTMENT
     Establishment Contingency                                          $15,000                                                     0.22%
BACKED
     LegalBY
          FeesLAND    OWNERSHIP
               – (Subsequent Property) Forecast FY 2024 (Estimate Only) $30,000                                                     0.44%
         Assurance
Roger Dickie          Fee - Independent
               New Zealand                   Consultant Feasibility (Subsequent
                                Limited (RDNZ)                        one millionProperty)
                                                                                    tonnes of logs per annum.    FMNZ provide
                                                                                                              $20,000                0.29%
         Forecast
specialises        FY 2024 (Estimate
             in establishing              Only) sustainable
                               and managing                           complete operational management services from
New Zealand     forestry  and   carbon   investment                   establishment
         Assurance Fee - Independent Land & Treecrop Valuation (Subsequent              through to harvesting.  FMNZ    adopts
opportunities    withForecast
                       a proven                                                                                $5,000                0.07%
         Property)              FYtrack
                                   2024 record    forOnly)
                                          (Estimate                   best market practice, sources the best     tree stocks
managing quality forests generating strong returns.                   and implements stringent quality and health & safety
         Other Person Aggregate Set Up Fees and Expenses                                                     $226,000               3.32%
                                                                      controls.
RDNZ has    established
         Total            andand
                Set Up Fees     manages
                                   Expenses in excess of                                                     $805,600               11.83%
$850 million of New Zealand forestry assets on more                   With global demand for food and timber increasing,
than 30,000 hectares for both New Zealand and                         particularlyOngoing   Partnership
                                                                                    in developing       Fees and
                                                                                                   economies       Expenses
                                                                                                                such as China,
international investors.                                              India and Africa, combined with diminishing
                                                                                                             Period to world Percentage of               Period to        Percentage of
         Manager and Associated Persons Ongoing Partnership              Feesdue
                                                                      supply   andtoExpenses
                                                                                       the deforestation28ofFebruary
                                                                                                             tropical forests,
                                                                                                                       2021 theScheme Net Assets     28 February 2022   Scheme Net Assets
RDNZ is Forest
         the investment     manager    specialising
                 Management Fee (Estimate Only)      in               outlook   for forestry investment remains    strong.
                                                                                                               $2,821                0.04%               $12,671             0.19%
sourcing, acquiring and managing the best forest and
         Property   Maintenance     &  Protection
carbon opportunities available including greenfield,Expense  (Estimate  Only)                                  $1,428
                                                                      Investors are discovering the additional attributes and        0.02%               $3,426              0.05%
mid rotation   and near to
         Administration    & harvest   forest
                              Investment       assets. Invest-
                                             Management               diversification
                                                           Fee (Estimate  Only)        that forestry assets can  provide to the
                                                                                                               $9,331                0.14%               $28,865             0.42%
ments are tailored to best suit the investors criteria.               modern portfolio supplementary to a sustainable and
RDNZ is Manager
         a licensedNon-Harvest      Incomemanager
                      forest investment       Fee (Estimate
                                                      under Only) socially responsible investment. Consistent  $1,013 biomass        0.01%               $3,375              0.05%
the Financial Markets Conduct Act 2013.
        Disbursements                                                   growth provides a strong inflation hedge    $0 as well as ro- 0.00%                $0                0.00%
          Manager and Associated Persons Aggregate Ongoing Partnership  bust and uncorrelated    measures of risk/return
                                                                                   Fees and Expenses            $14,593 relative 0.21%                   $48,337             0.71%
RDNZ, established more than 40 years ago, has a                         to traditional asset classes.
          Otherrecord
proven track     Person forOngoing
                             sourcingPartnership
                                       and managing  Feeshigh
                                                           and Expenses
quality forests  generating
          Forestry Expenditure exceptional
                                   (Planting,returns    to their
                                               Silviculture,            Growth
                                                              Pest Control,      rates being achieved for softwoods in New
                                                                            Roading,
                                                                                                                 $5,000                  0.07%          $130,000             1.91%
investors.  Recently
          Harvest      cutoverMaintenance
                   Planning,     and replanted etc)first rotationOnly) Zealand are superior to others globally, thanks to the
                                                      (Estimate
forests established    by  RDNZ   have  achieved     between
          Insurance - Fire & Public Liability (Estimate Only)           all-encompassing   climate  (soil, rainfall & sunshine
                                                                                                                 $9,421                  0.14%           $23,426             0,34%
7.4% and 8.8% compound cash return, and even                            hours) and attention to tree genetics and tending
          Accounting   and   Audit  (Estimate   Only)
greater when including the appreciated capital value                                                                $0
                                                                        regimes. Radiata pine is typically harvested 26 to 28            0.00%           $5,000              0.07%
of replanted   land.
          Supervisor                                                    years after planting and can yield between  $0 750-850m3 0.00%                   $1,500              0.02%
                                                                        per hectare of logs in that time.
          Council Rates & Levies (Estimate Only)                                                                 $3,600                  0.05%           $8,600              0.13%
RDNZ has a wealth of expertise when analysing and
acquiringRegulatory
            propertiesFees
                         for forestry investment. As well,              Investors are attracted to New Zealand$0     because of our 0.00%                 $450               0.01%
we engage    independent
          Interest Charged expert     consultants
                              (Estimate  Only) to produce               stable government, our close proximity       to the fast-
                                                                                                                $24,397                  0.36%           $40,000             0.59%
feasibilities, cash flow studies, and valuations and have               developing Asian markets and our established pro-
          Other  Person   Aggregate    Ongoing    Partnership
strong legal, accountancy and banking relationships to           Fees and  Expenses                             $42,418
                                                                        fessional business practice, ranked amongst the best             0.62%          $208,976             3.07%
facilitateTotal
           onshore   investment
                Ongoing             requirements.
                           Partnership   Fees and Expenses              countries to do business. As well, the    New Zealand
                                                                                                                $57,011                  0.84%          $257,313             3.78%
                                                                        government is making measurable steps with regard
                                                                                                               Period to             Percentage of       Period to        Percentage of
          Total Fees
RDNZ provides         and Expenses
                  ongoing    investment management, for-                to environmental sustainability and carbon neutrality,
                                                                                                           28 February 2021 Scheme Net Assets        28 February 2022   Scheme Net Assets
est operations management and forest administration                     making forestry a primary focus and allowing ease of
services.Total  Manager
           Ensuring   that and  Associated Person
                            the investment              Fees
                                              is transparent,           access for investors.                  $414,193                  6.16%           $48,337             0.17%
fully accountable and
         Total Other   measurable
                     Person        byExpenses
                            Fees and  providing de-                                                    $213,418                     3.14                 208,976             3.07%
tailed operational and financial reporting.                        RDNZ enables the investor to directly access the New
         Total Fees and Expenses                                                                       $627,611                    9.30%                 257,313             3.78%
                                                                   Zealand forestry market and benefit from the finan-
Forest Management New Zealand (FMNZ), our for-                     cial, environmental and socially responsible aspects of
       1.10           How will your investment be taxed?
est operations manager, manages more than 90
forests across New Zealand and harvest in excess of
                                                                   a sustainable real asset investment in land and trees.

       The Scheme is not a portfolio investment entity (PIE). For more information see Section 9 -TAX.

                                                                                                                                                                                     Page 4
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
Table of contents
1.    Key information summary                            1

2.    What Huntingwood Forest LP invests in              7

3.    Key dates and offer process                        15

4.    Terms of the offer                                 16

5.    How the Huntingwood Forest LP works                19

6.    Huntingwood Forest LP’s financial information      23

7.    Risks to returns from the Huntingwood Forest LP    33

8.    What are the fees?                                 36

9.    Tax                                                42

10.   About Roger Dickie (N.Z.) Limited
      and others involved in the Huntingwood Forest LP   43

11.   How to complain                                    47

12.   Where you can find more information                48

13.   How to apply                                       49

Glossary of terms                                        50

APPLICATION FORM
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
Letter from the Manager
      September 2020

      Dear Investor,

      We, Roger Dickie (N.Z.) Limited, have negotiated the purchase of six forest lots in the Tolaga Bay area of Gisborne,
      comprising 331.5 hectares of freehold land with approximately 228 hectares of near-to-harvest Treecrop, known as the
      Initial Property of this forest Investment. The Treecrop will be harvested and the proceeds used to acquire a Subsequent
      Property, with any remaining funds following forest establishment and providing for forecast ongoing management costs to
      be distributed to partners. The Subsequent Property will be a greenfield property with the ability to sell sequestered carbon
      as a participant in the New Zealand Emissions Trading Scheme. Huntingwood will then comprise two forest properties
      which will be carried through to harvest, forecast to commence in 2049.

      Investors in the scheme will have the opportunity to participate, as limited partners, in this long-term investment. We
      intend to open the offer on 18 September 2020, with settlement of the property to take place on 30 September 2020.

Executive         Summary
  Huntingwood Forest LP will have the key advantage of multiple harvests over multiple time periods as well as the sale of
      Carbon Credits (NZUs) sequestered by the Treecrop on the Subsequent Property. The early income from the harvest of the
A PROFITABLE, SUSTAINABLE
    mature Treecrop and sale of AND   SOCIALLY
                                   NZUs         RESPONSIBLE
                                        means that  there are no INVESTMENT
                                                                 forecast calls throughout the expected life of the investment
BACKED  BY LAND
    beyond       OWNERSHIP
           the investor’s initial investment. The Limited Partnership structure will allow investors to take part in this
         sustainable,
Roger Dickie    New Zealand long    term(RDNZ)
                                 Limited   investment while limiting
                                                                 one million their  liability
                                                                               tonnes           to annum.
                                                                                       of logs per  their contributions
                                                                                                            FMNZ provide paid.
specialises in establishing and managing sustainable             complete operational management services from
New Zealand forestry and carbon investment
         The forestry sector is experiencing strongestablishment  demand asthrough          to harvesting. FMNZ adopts
                                                                                   New Zealand          and the world look for initiatives to help offset carbon
opportunities with a proven track record for                     best market practice, sources the best tree stocks
managing emissions       andgenerating
             quality forests    fulfil their  commitments
                                           strong returns.      under    the Parisstringent
                                                                 and implements       Agreement.         Growing
                                                                                               quality and  health & world
                                                                                                                     safety population, economic growth and
         environmental and energy policies are, incontrols.       our view, all drivers for global wood demand. We see New Zealand as being well
RDNZ has established and manages in excess of
         equipped
$850 million    of Newto    take forestry
                         Zealand    advantage
                                            assetsof
                                                   on this
                                                       moreincreasing   demand
                                                                 With global    demandwith   our and
                                                                                         for food  welltimber
                                                                                                          located,   fast growing and sustainable forest industry.
                                                                                                               increasing,
than 30,000 hectares for both New Zealand and                    particularly in developing economies such as China,
         We are
international       pleased to be offering what we believe
                 investors.                                      India andtoAfrica,
                                                                              be acombined
                                                                                     premium    withmulti-property
                                                                                                      diminishing world forest investment opportunity. We manage
                                                                 supply due to the deforestation of tropical forests, the
RDNZ isover      30,000 hectares
          the investment                  of forestin and land assets
                             manager specialising                outlookforfor more
                                                                               forestrythan    2,500remains
                                                                                        investment      investors
                                                                                                              strong.with a total value in excess of $1.0 billion.
sourcing, acquiring and managing the best forest and
carbon Minimum
         opportunitiesinvestment          in the
                          available including      HuntingwoodInvestors
                                               greenfield,         Forestare  LPdiscovering
                                                                                  starts from      $50,000attributes
                                                                                              the additional   and increases
                                                                                                                        and      in $1,000 units thereafter.
mid rotation and near to harvest forest assets. Invest-          diversification that forestry assets can provide to the
ments are tailored to best suit the investors criteria.          modern portfolio supplementary to a sustainable and
RDNZ isThis     PDS forest
          a licensed  contains       important
                              investment   managerinformation
                                                    under        about     the Huntingwood
                                                                 socially responsible   investment. Forest     LPbiomass
                                                                                                      Consistent   and the offer. We encourage you to read this
         PDS carefully
the Financial                 and give
                Markets Conduct            consideration and where
                                     Act 2013.                              necessary,
                                                                 growth provides    a strongseek   advice,
                                                                                              inflation hedgebefore     making
                                                                                                               as well as ro-    your investment decision.
                                                                 bust and uncorrelated measures of risk/return relative
RDNZ, established more than 40 years ago, has a                  to traditional asset classes.
proven Wetracklook
                recordforward      to and
                        for sourcing   youmanaging
                                             joininghigh
                                                       us in Huntingwood Forest LP and meeting and hosting you at the first Partnership AGM.
quality forests generating exceptional returns to their          Growth rates being achieved for softwoods in New
investors. Recently cutover and replanted first rotation         Zealand are superior to others globally, thanks to the
forests established by RDNZ have achieved between                all-encompassing climate (soil, rainfall & sunshine
7.4% and 8.8% compound cash return, and even                     hours) and attention to tree genetics and tending
greaterWarm        Regards,
          when including    the appreciated capital value        regimes. Radiata pine is typically harvested 26 to 28
of replanted land.                                               years after planting and can yield between 750-850m3
                                                                 per hectare of logs in that time.
RDNZ has Roger     Dickie
            a wealth         (N.Z.) when
                       of expertise   Limited,    manager
                                            analysing and    of the Huntingwood Forest LP
acquiring properties for forestry investment. As well,           Investors are attracted to New Zealand because of our
we engage independent expert consultants to produce              stable government, our close proximity to the fast-
feasibilities, cash flow studies, and valuations and have        developing Asian markets and our established pro-
strong legal, accountancy and banking relationships to           fessional business practice, ranked amongst the best
facilitate onshore investment requirements.                      countries to do business. As well, the New Zealand
                                                                 government is making measurable steps with regard
RDNZ provides ongoing investment management, for-                to environmental sustainability and carbon neutrality,
est operations management and forest administration              making forestry a primary focus and allowing ease of
services. Ensuring that the investment is transparent,           access for investors.
fully accountable and measurable by providing de-
tailed operational and financial reporting.                      RDNZ enables the investor to directly access the New
                                                                 Zealand forestry market and benefit from the finan-
Forest Management New Zealand (FMNZ), our for-                   cial, environmental and socially responsible aspects of
est operations manager, manages more than 90                     a sustainable real asset investment in land and trees.
                                              Roger
forests across New Zealand and harvest in excess of
                                                      Dickie                         Will Dickie                              Jeff Dickie

                                                                                                                                                                     Page 6
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
2. What the                                                                            Investment strategy of the Partnership

      Huntingwood Forest LP
                                                                                             The principal investment policy and objectives and strategy
                                                                                             of the Partnership are to invest, in the Ordinary Course

      invests in
                                                                                             Of Business, in real property and other assets in order to
                                                                                             manage forests with the intention of earning a return on
                                                                                             the investment through harvesting the trees, trading of
                                                                                             Carbon Credits (in respect of the Subsequent Property),
      2.1         Key features of the Partnership                                            selling forestry rights, or selling land used in forestry
                                                                                             activity. Accordingly, the Manager’s investment philosophy
      2.1a        Statement of investment policy and objectives                              and investment objective for the Partnership is to establish a
                  (SIPO)                                                                     Treecrop on the Subsequent Property and manage the forests
                                                                                             described in this PDS to ensure maximum return to Partners at
      The Manager has adopted a SIPO for the Partnership which                               harvest while minimising exposure to investment risk.
      sets out the policies, objectives and investment strategies in
      respect of the Partnership, including the Initial Property, the                        2.1b        Description of property of the Partnership
      Subsequent Property, and the Treecrop established on each.
      A copy of the SIPO is available on the scheme register at                              The Initial Property
      www.disclose-register.companiesoffice.govt.nz by searching
      for ‘Huntingwood Forest LP’ under “search schemes”.                                    The Partnership will initially invest in six individual forest
                                                                                             lots comprising 331.556 hectares of land with a Net Stocked
      The SIPO may be amended by the Manager following                                       Area (NSA) of 228.4 hectares of near-to-harvest (planted in
      consultation with the Supervisor (Covenant Trustee Services                            1995 and 1996) Treecrop located at Tauwhareparae Road,

Executive Summary
      Limited). An amendment that is considered material by the                              Tolaga Bay, Gisborne. The property is located 75kms north of
      Manager and/or the Supervisor will require Partners to be                              Gisborne port, the primary market for log sales.
      given at least one month’s notice prior to implementation.
A PROFITABLE, SUSTAINABLE AND SOCIALLY RESPONSIBLE INVESTMENT   The six forest lots form part of a larger forest property
    Such material changes will include anything that alters the known as Treloch, five of the lots being contiguous and the
BACKED  BY LAND
    general       OWNERSHIP
            investment philosophy of the Partnership or nature  sixth being situated a short distance to the North West of
         of the
Roger Dickie    Newinvestment.      However,
                      Zealand Limited   (RDNZ) if any changeone     tomillion
                                                                        the SIPO
                                                                              tonnes would
                                                                                       of logs per annum.theFMNZ
                                                                                                               contiguous
                                                                                                                     provide area. The surrounding lots within the forest
         alsoinamount
specialises                 toand
                 establishing   a change
                                   managingto    the ‘business’complete
                                               sustainable                   operational management are
                                                                   of the Partnership                          owned
                                                                                                         services   from by separate entities and the sixth (individual) lot
New Zealand      forestry in
         (as defined      andthe
                               carbon  investmentDocuments -establishment
                                   Governing                       for example,   through
                                                                                      anyto harvesting.isFMNZ       adopts with other lots owned by another Roger Dickie
                                                                                                             contiguous
opportunities with a proven track record for                     best market practice, sources the best tree stocks
managing proposal      to use
             quality forests    the Partnership’s
                             generating   strong returns.land forand
                                                                  purposes
                                                                       implementsother
                                                                                    stringent quality and(N.Z.)
                                                                                                            healthLtd    managed forest partnership.
                                                                                                                     & safety
         than forestry-related purposes), it must also                 be approved by
                                                                 controls.
RDNZ has a Special     Resolution
             established  and manages ofinthe   Partnership.
                                            excess  of          Refer to Section 5 –                     The land ranges in altitude from 140 to 380 meters above
$850 million
         HowofHuntingwood
                   New Zealand forestry
                                     Forestassets
                                               LPon   more for further
                                                   works         With global   demand for food and timber
                                                                          information                    sea level      with predominantly medium to steeper hills with
                                                                                                                increasing,
than 30,000 hectares for both New Zealand and                    particularly in developing economies such as China,
         on the
international       limited partner decision making rights,
                 investors.                                              setAfrica,
                                                                 India and    out in    the with diminishing world draining soils that are susceptible to erosion. The
                                                                                    combined
                                                                                                         largely     free
         Governing Documents.                                                                            area has
                                                                 supply due to the deforestation of tropical            high
                                                                                                                  forests, therainfall and overall the property has a good
RDNZ is the investment manager specialising in                   outlook for forestry investment remains Site-Index
                                                                                                               strong. and 300-Index which provide for strong forecast
sourcing,The   SIPO and
            acquiring  describes
                            managingthe
                                      the allowable      assets held by the
                                           best forest and                                               log volumes.
carbon opportunities available including greenfield,             Investors are discovering the additional attributes and
         Partnership,       being   any   assets   resulting
mid rotation and near to harvest forest assets. Invest-
                                                               from   the   Partnership’s
                                                                 diversification that forestry assets can provide to the
ments are‘business’,
             tailored to including:
                         best suit the investors criteria.       modern portfolio supplementary to The          forest lots
                                                                                                          a sustainable   and contain forest tracks but there is no
RDNZ is a licensed forest investment manager under                                                       established
                                                                 socially responsible investment. Consistent       biomassharvest infrastructure such as roading. The lots
          The
the Financial         land
                Markets     described
                          Conduct          in this PDS and Treecrop
                                   Act 2013.                                on thea strong
                                                                 growth provides                         do not
                                                                                       land;inflation hedge          directly
                                                                                                                as well  as ro- access Tauwhareparae Road, but the lots have
          Logs, lumber and wood biproducts stored               bust andoruncorrelated
                                                                             in transit;measures of risk/return
                                                                                                         right of way  relative
                                                                                                                             easements allowing construction of roading
RDNZ, established more than 40 years ago, has a                  to traditional asset classes.
              Cash    deposits     held   with
proven track record for sourcing and managing highregistered   New    Zealand      banks                 to   access     forest  roads. Provisions have been made for the
quality forestsand    other exceptional
                  generating  fixed interest
                                           returnssecurities;
                                                   to their                                              roading
                                                                 Growth rates being achieved for softwoods            costs, of which costs will be shared and determined
                                                                                                                   in New
               ETS units;
          Recently
investors.             cutover and replanted first rotation      Zealand are superior to others globally,by each
                                                                                                              thanks individual
                                                                                                                       to the      lot’s percentage of usage.
forests established by RDNZ have achieved between
              Any other assets which relate directlyall-encompassing
                                                                   to, or arise from,climate (soil, rainfall & sunshine
7.4% and 8.8% compound cash return, and even                     hours) and attention to tree genetics and tending
greater wheninvestment          and ownership
                 including the appreciated            in that land
                                             capital value           and Treecrops.
                                                                 regimes.   Radiata pine is typically harvested 26 to 28
of replanted For
               land.example, any improvements or existing                  dwellings
                                                                 years after  planting and can yield between 750-850m3
               on the land, selling forestry rights or selling             land
                                                                 per hectare       used
                                                                               of logs     in time.
                                                                                       in that
RDNZ has a wealth of expertise when analysing and
               forestry    activity.
acquiring properties for forestry investment. As well,           Investors are attracted to New Zealand because of our
we engage independent expert consultants to produce              stable government, our close proximity to the fast-
feasibilities, cash flow studies, and valuations and have        developing Asian markets and our established pro-
strong legal, accountancy and banking relationships to           fessional business practice, ranked amongst the best
facilitate onshore investment requirements.                      countries to do business. As well, the New Zealand
                                                                 government is making measurable steps with regard
RDNZ provides ongoing investment management, for-                to environmental sustainability and carbon neutrality,
est operations management and forest administration              making forestry a primary focus and allowing ease of
services. Ensuring that the investment is transparent,           access for investors.
fully accountable and measurable by providing de-
tailed operational and financial reporting.                      RDNZ enables the investor to directly access the New
                                                                 Zealand forestry market and benefit from the finan-
Forest Management New Zealand (FMNZ), our for-                   cial, environmental and socially responsible aspects of
est operations manager, manages more than 90                     a sustainable real asset investment in land and trees.
forests across New Zealand and harvest in excess of

                                                                                                                                                                   Page 7
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
Huntingwood Property Map

                             2046000                                     2047000                                       2048000                             2049000
5748000

                                                                                                                                                                               5749000
                                                 Stableford Forest
5747000

                                                                                             Lot 2
                                                                                         P.Rad-17.4 ha
                                                                                         Gross:19.63 ha
2046000

                                                 Stableford Forest

                                                                                                                                                                                         Estimated Net Stocked Area: 228.4 Hectares
                                                                                                                                                                               2050000
                                                                                           Huntingwood

                                                                                                           TAUW
                                                                                                               HAR E
5746000

                                                                                                               PARAE
                                                                                                                 ROAD

                                                                                                                                                                               5747000
5745000

                                                                                              Lot 4
                                                                                          P.Rad-57.97 ha
                                                                                          Gross 65.01 ha
                                                                                                                Huntingwood                                                    5746000

                                                                                                                                           Lot 7
                                                                                                                                       P.Rad-38.5 ha
                                                                                                                                       Gross 79.73 ha
                                                                                  Lot 5
                                                                              P.Rad-60.17 ha
                                                                              Gross 65.05 ha
2047000

                                                                                                                                              Lot 8
                                                                                                                                          P.Rad-29.8 ha
                                                                                                                                                                               2051000

                                                                                                                                          Gross 39.43 ha
                                                                                                                           Lot 9
                                                                                                                                                                               5745000

                                                                                                                       P.Rad-24.69 ha
                                                                                                                       Gross 62.33 ha
            WES
                T
              HO R
               OAD

                                    2048000                                    2049000                                       2050000                             2051000

                                                                          Huntingwood Proposed Lots
          Huntingwood Proposed Lots (White Line)
          State Highway
          Roads
          RDNZ - Stableford Forest Partnership                       0             300        600                      1,200 m
                                                                                                                                                                           ´
All areas in hectares                                                                        1:15,500

                                                                                                                                                                                                     Page 8
Huntingwood Forest LP - Product Disclosure Statement - Roger Dickie
Legal descriptions (area and title) of the freehold land                                  business which handles the entire range of administrative
                                                                                                 services for forests under management. Will is also involved
                                                     Title                                       with new initiatives and marketing and handles engagement
        Description                                                     Area (ha)
                                                   Identifier                                    with the regulatory authorities, namely the Financial
                                                                                                 Markets Authority (FMA). Will’s bio is on page 44.
        Lot 4 Deposited Plan 8756                  GS6A/390           65.0180 ha
        Lot 5 Deposited Plan 8756                  GS6A/391           65.0570 ha                 Other entities responsible in the management process
        Lot 7 Deposited Plan 8756                  GS6A/393           79.7370 ha
                                                                                                 The Manager contracts out the day-to-day management
        Lot 8 Deposited Plan 8756                  GS6A/394           39.4390 ha                 of the forest operations from establishment through to
        Lot 9 Deposited Plan 8756                  GS6A/395           62.3360 ha                 harvesting and replanting to Forest Management (NZ)
                                                                                                 Ltd (‘FMNZ’), a related party of the Manager. FMNZ has
        Lot 2 Deposited Plan 8977                  GS6B/131           19.9690 ha                 been involved in forest management for over 50 years and
                                           Total Land Area           331.5560 ha                 presently manages over 30,000ha of radiata pine forest.

                                                                                                 FMNZ has joint CEOs of Sally Sisson and Steve Bell. Both Sally
       The Subsequent Property                                                                   and Steve have been with FMNZ for more than 25 years.

       The Subsequent Property is yet to be determined for                                       For more information on the Manager and FMNZ please
       purchase. Once harvest of the Initial Treecrop is nearing                                 refer to Section 10 – About Roger Dickie (N.Z.) Limited and
       completion, the Manager intends to acquire the Subsequent                                 others involved in Huntingwood Forest LP.
       Property for the Partnership, which is to be established in
       radiata pine for the sequestration and sale of carbon and the                             2.1d       Purpose of the offer and how money raised will
                                                                                                            be used
Executive         Summary
       eventual harvest of the Treecrop.

  The Subsequent Property is estimated to contain 400                                              An entity associated with the Manager, has an unconditional
                                                                                                   sale & purchase agreement to acquire the six forest lots,
A PROFITABLE,
       hectares ofSUSTAINABLE
                        plantable land, AND        SOCIALLY
                                            although            RESPONSIBLE
                                                        this land   area may           INVESTMENT  including land and Treecrop, at Tauwhareparae Road (refer
       change based on the availability of land, the price of land,
BACKED        BY  LAND     OWNERSHIP
       and the availability of funds from the harvest of the Initial                               Section 2.1 - Description of key property of the Partnership)
       Property.
Roger Dickie         The independent
              New Zealand   Limited (RDNZ) forest consultant      has based
                                                             one million  tonnes the
                                                                                                   for a purchase price of $5,197,000 plus GST (if any) made
                                                                                  of logs per annum. FMNZ provide
       purchase of the Subsequent Property in the PFI on typical
specialises in establishing and managing   sustainable       complete   operational  management    up   of $905,000
                                                                                                   services  from        of land & improvements, and $4,292,000
New Zealand forestry and carbon investment
       properties suitable for afforestation in theestablishment
                                                               Hawke’s Bay   through to harvesting.ofFMNZ
                                                                                                       Treecrop.
                                                                                                            adopts It is intended that the Partnership, which
opportunities with a proven track record for                 best market practice, sources the best   tree stocks as a Managed Investment Scheme for the
                                                                                                   is registered
       region.
managing   qualityThe   Manager
                   forests          will
                           generating     retain
                                       strong      a broad scope
                                              returns.               of property
                                                             and implements    stringent quality and health & safety
       locations typical of growing quality forestscontrols.   and that suit the                   purposes      of the FMCA, will be nominated as the purchaser
       requirements
RDNZ has   established andand   objectives
                            manages   in excessof
                                                of the Partnership in line with                    under     that  agreement and will acquire the property for the
$850 million of New Zealand forestry assets on more
       the SIPO.                                             With global demand for food and timberpurchase      price.
                                                                                                         increasing,     Huntingwood Forest Partnership Nominee
than 30,000 hectares for both New Zealand and                particularly in developing economiesLimited
                                                                                                     such as China,
                                                                                                               or another custodian appointed in accordance with
international investors.                                     India and Africa, combined with diminishing world
       The two Treecrops will be managed throughsupply         to theduecompletion                 the Governing
                                                                         to the deforestation of tropical  forests, the Documents and relevant law (the ‘Custodian’)
RDNZ isof  the
         the    next harvest,
             investment  managerforecast    toincommence in
                                  specialising                                                     will strong.
                                                                2049.for forestry investment remains
                                                             outlook                                     hold title of the property on trust for the Partnership.
sourcing, acquiring and managing the best forest and
         2.1c            How the Partnership propertyInvestors
carbon opportunities available including greenfield,
mid rotation and near to harvest forest assets. Invest-
                                                                        will bearemanaged                      Theattributes
                                                                                        discovering the additional   Manager
                                                                       diversification that forestry assets can provide to the
                                                                                                                                andwill use the proceeds from the offer of 5,280

ments are tailored to best suit the investors criteria.
                                                                                                               Units    ($5,280,000)
                                                                       modern portfolio supplementary to a sustainable and
                                                                                                                                          to:
RDNZ isRoger        Dickie
           a licensed   forest(N.Z.)     Limited
                                 investment   manageris the   licensedsocially
                                                          under         Manager         and investment. Consistent biomass
                                                                                responsible
         is responsible
the Financial     Markets Conduct for and    has the authority togrowth
                                       Act 2013.                         manage                                • as
                                                                                       thea strong inflation hedge
                                                                                provides                              reimburse
                                                                                                                         well as ro- the Manager for any principle and interest
         Partnership’s assets as outlined in the Governing Documents.  bust  and  uncorrelated    measures  of        relating
                                                                                                               risk/return        to the property deposit, being $519,700,
                                                                                                                            relative
RDNZ, established more than 40 years ago, has a                        to traditional asset classes.
proven Fortrackfurther
                 record forinformation          about the
                               sourcing and managing       high Governing Documents                            • apply towards settling the property, being $3,677,300
quality refer
         foreststo    Sectionexceptional
                   generating        5 – Howreturns
                                                  the Huntingwood
                                                         to their          Forest
                                                                       Growth   ratesLP being achieved for softwoods  (ainbank
                                                                                                                           New loan facility of $1,000,000 will also be used),
         investment
investors.   Recently cutoverworks. and replanted first rotation       Zealand are superior to others globally, thanks to the
forests established by RDNZ have achieved between                      all-encompassing climate (soil, rainfall• & sunshine
                                                                                                                      pay Manager and other party set up fees and expenses,
7.4% and 8.8% compound cash return, and even                           hours) and attention to tree genetics and beingtending $575,797,
         For    a  copy    of   the   Governing
greater when including the appreciated capital value
                                                       Documents      you    may     visit  the
                                                                       regimes. Radiata pine is typically harvested 26 to 28
         scheme
of replanted     land. register at www.disclose-register.companiesoffice.                                      • pay
                                                                       years after planting and can yield between           ongoing (present and future) investment fees and
                                                                                                                        750-850m3
         govt.nz by searching for ‘Huntingwood Forest                         LP’ under
                                                                       per hectare    of logs in that time.
                                                                                                                      expenses,      estimated as being $507,203.
RDNZ has “search
             a wealthschemes”.
                         of expertise when analysing and
acquiring properties for forestry investment. As well,                 Investors are attracted to New Zealand      because   of our
                                                                                                               The forecast purpose and timing for the use of investor
we engage independent expert consultants to produce                    stable government, our close proximity to the fast-
         Key    personnel          of the  Manager
feasibilities, cash flow studies, and valuations and have                                                      subscriptions
                                                                       developing Asian markets and our established         pro- may be subject to change dependent on
strong legal, accountancy and banking relationships to                                                         variations
                                                                       fessional business practice, ranked amongst             of revenues, fees, and expenses.
                                                                                                                         the best
         Roger
facilitate  onshore Dickie      – Roger
                       investment           is the managing director
                                      requirements.                            of the
                                                                       countries   to do business. As well, the New Zealand
         Manager. Roger is a member of the New Zealand                 government    Institute                 Eachwith
                                                                                       is making measurable steps      of regard
                                                                                                                           the above uses of proceeds from this offer are in line
RDNZ provides ongoing investment management, for-                      to environmental sustainability and carbon neutrality,
         of   Directors.       Roger     has   established
est operations management and forest administration
                                                                 and managed         more    than              with    the
                                                                       making forestry a primary focus and allowing ease of
                                                                                                                             objectives of the Partnership, which is to invest in
services.90Ensuring
               rural investment           properties
                        that the investment                 with the majority
                                                is transparent,        access for of    those
                                                                                    investors.                 real property and other assets in order to manage forests
         investments
fully accountable              in the form
                      and measurable             of forest
                                           by providing    de- syndicates (partnerships).                      with the intention of earning a return on the investment. The
         Roger’s bio
tailed operational      and is   on page
                             financial        44.
                                        reporting.                     RDNZ enables the investor to directly   useaccess  the New
                                                                                                                     of proceeds      from this offer will not change depending on
                                                                       Zealand forestry market and benefit from the finan-
Forest Management New Zealand (FMNZ), our for-
                                                                                                               the   total   amount
                                                                       cial, environmental and socially responsible aspects of
                                                                                                                                        raised.
         William
est operations        Dickiemanages
                   manager,        – Will more
                                           is the    general
                                                  than  90       manager     and a director
                                                                       a sustainable    real asset investment in land and trees.
forests of    theNew
         across     Manager.
                         Zealand and Will  manages
                                         harvest  in excessthe
                                                             of forest administration

                                                                                                                                                                         Page 9
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