Private Placement Information Memorandum - Du Val Group

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Private Placement Information Memorandum - Du Val Group
DU VAL BUILD TO RENT LIMITED PARTNERSHIP
 Private Placement
 Information Memorandum
 DU VAL BUILD TO RENT LIMITED PARTNERSHIP

CAPITAL RAISE FOR NZD$18 MILLION

www.duvalpartners.com           |   invest@duvalpartners.com

Copyright of Du Val Build to Rent Limited Partnership (2021)
Private Placement Information Memorandum - Du Val Group
DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                                Contents
                                                1.    Important Notice to Investors								3
                                                2.    Directory									6
                                                3.    Letter from BTR Managing Director							10
                                                4.    About the Du Val Group								12
                                                5.    Executive Summary								16
                                                6.    The Fund’s Investment Strategy							18
                                                      6.1    Objectives									18
                                                      6.2    Strategy 									18
                                                7.    Investment Highlights								19
                                                      7.1    Description of the Offer							19
                                                      7.2    Treatment of Investment Funds							19
                                                      7.3    Use of Investment Funds							24
                                                      7.4    Distribution Policy								24
                                                      7.5    Processes Relating to Exit							25
                                                      7.6    Fees & Expenses								25
                                                8.    Explaining Build To Rent (BTR)								30
                                                      8.1    What is BTR?								30
                                                      8.2    Market Opportunity For BTR In NZ							31
                                                9.    Property Management (BTR)								32
                                                      9.1    Best Practise Property Management 						                                                                     32
                                                      9.2    Property Management Agreement						32
                                                      9.3    The IPM Team								32
                                                10.   Risks										34
                                                      10.1   General Investment Risks							34
                                                      10.2   Property Investment Risks 							35
                                                      10.3   Mitigation of Risks 								36
                                                11.   Explaining The Limited Partnership							37
                                                      11.1   Limited Partnership								37
                                                      11.2   The General Partner								37
                                                      11.3   Limited Partners								40
                                                      11.4   Taxation									41
                                                      11.5   Investor Meetings								41
                                                      11.6   Exit by Limited Partnership							41
                                                12.   The Investment Process								42
                                                13.   Glossary Of Terms								43
                                                SCHEDULE 1 – INVESTOR SIGNING PACK							44
                                                      Non-Disclosure & Non-Compete Agreement						44
                                                      Subscription Agreement								45
                                                SCHEDULE 2 – CERTIFICATION								47
                                                      Wholesale Investor Certificate							47
                                                      Eligible Investor Certificate								49
                                                      Singapore Institutional or Accredited Investor Certificate					                                                     51
                                                      Hong Kong Professional Investor Certificate						53
                                                SCHEDULE 3 - ANCILLARY INFORMATION (Data Room)
                                                      Limited Partnership Agreement
                                                      Deed of Adherence
                                                      Registered Valuation
                                                      Conditional Agreements to purchase property
                                                      Records of Title
                                                      Lease Agreements
                                                      Historical Financial Performance
                                                      Letter Of Financing Offer
                                                      Investor Signing Back
                                                      Property Management Agreement

                                           THIS DOCUMENT IS NOT A PRODUCT DISCLOSURE STATEMENT

                                           This document is an Information Memorandum in respect of an offer of limited partner interests in a New Zealand limited partnership that is established by Du Val BTR GP Limited.
                                           The offer will not be a regulated offer under the Financial Markets Conduct Act 2013. Only those persons who are Qualified Investors of New Zealand, Singapore and Hong Kong (as
                           2               defined in this Information Memorandum) will be able to invest. This Information Memorandum does not purport to be all inclusive or to contain all information which recipients
                                           may require to make an informed assessment of whether to invest.

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Private Placement Information Memorandum - Du Val Group
DU VAL BUILD TO RENT LIMITED PARTNERSHIP
1. Important Notice
   to Investors
This Information Memorandum (the IM) is an offer document for limited partnership interests (represented by Units) in a
New Zealand registered limited partnership known as the Du Val Build to Rent Limited Partnership (Fund).

Du Val BTR GP Limited (General Partner or GP) is the general partner of the Fund and is the offeror of the limited partner
interests offered under this IM.

This Offer of Units issued by the Fund is not suitable for retail investors.

This Offer will only be made to persons, as defined by the relevant financial market legislation, who can certify that they
are:

(1)    A New Zealand Wholesale Investor being a:
       a. Person investing at least NZD$750,000; or
       b. Investment business; or
       c. Large investor (with a net worth over NZD$5,000,000); or
(2)    A New Zealand Eligible Investor; or
(3)    Such other person to whom an exclusion applies under Schedule 1 of the FMCA; or
(4)    A Singapore Accredited or Institutional Investor; or
(5)    A Hong Kong Professional Investor.

Applications from or requests for information from persons who are not Qualified Investors will not be accepted.

By acceptance of this offer document, each recipient acknowledges and agrees that this offer document and any
other information (including any projections, forward-looking statements, estimates, forecasts, management targets
and other financial or business data) provided by the Fund to the Qualified Investor is private and confidential and may
not be disclosed, distributed or reproduced without the express written permission of the General Partner.

Neither this offer document nor any offer information is financial or investment advice or a recommendation to acquire
securities in the Fund, nor is it accounting, financial, legal, tax advice or other professional advice with respect to the
Fund, its business, this offer document, or the offer. This offer document has been prepared without considering any
person’s individual investment objectives, financial situation or particular needs. You are solely responsible for forming
your own opinion and conclusions on such matters and for making your own independent assessment of the offer
information.

You are encouraged to ask questions, read all documents carefully, and seek independent legal and financial advice
before committing to this Offer.

Neither the GP nor any of its related entities or directors guarantee or make any representations as to the performance
of the Fund, the maintenance or repayment of capital, the price at which Units may be issued, redeemed or traded,
or any particular rate of return by the Fund. Investments by the Fund are not deposits or other liabilities of the GP or its
related entities, and are subject to investment risk (see Section 10) including possible loss of income and capital invested.

This IM has not been, and will not be, lodged with the Registrar of Financial Service Providers in New Zealand and is not a
product disclosure statement under the Financial Markets Conduct Act 2013.

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                              Hong Kong: The contents of this IM have not been reviewed by any regulatory
                                              authority in Hong Kong. You are advised to exercise caution in relation to the
                                              Offer. If you are in any doubt about any of the contents of this document
                                              you should obtain independent professional advice. This IM has not been
                                              registered by the Registrar of Companies in Hong Kong. The Fund is a collective
                                              investment scheme as defined in the Securities and Futures Ordinance of
                                              Hong Kong (SFO) but has not been authorised by the Securities and Futures
                                              Commission pursuant to the SFO. Accordingly, the Units may only be offered
                                              or sold in Hong Kong to persons who are “professional investors” within the
                                              meaning of the SFO. In addition, this IM may not be issued or possessed for
                                              the purposes of issue, whether in Hong Kong or elsewhere, and the Units may
                                              not be disposed of to any person unless such person is outside Hong Kong,
                                              such person is a “professional investor” within the meaning of the SFO or as
                                              otherwise may be permitted by the SFO.
                                           Hong Kong

                                              Generally: The above information is for general guidance only, and it is the responsibility of any person or persons in
                                              possession of this IM and wishing to make application for Units to inform themselves of, and to observe, all applicable
                                              laws and regulations of any relevant jurisdiction. Prospective applicants for Units should inform themselves as to legal
                                              requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their
                                              respective citizenship, residence or domicile.

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Singapore

    Singapore: The Offer or invitation which is the subject of this      This IM has not been registered as a prospectus with MAS.
    IM does not relate to a collective investment scheme which           Accordingly, this IM and any other document or material in
    is authorised under Section 286 of the Securities and Futures        connection with the offer or sale, or invitation for subscription
    Act, Chapter 289 of Singapore (the SFA) or recognised under          or purchase, of Units may not be circulated or distributed,
    Section 287 of the SFA. The Fund is not authorised or recognised     nor may Units be offered or sold, or be made the subject of
    by the Monetary Authority of Singapore (MAS) and the Units           an invitation for subscription or purchase, whether directly
    are not allowed to be offered to the retail public. Each of this     or indirectly, to persons in Singapore other than (i) to an
    IM and any other document or material issued in connection           institutional investor under Section 304 of the SFA, (ii) to a
    with the Offer or sale is not a prospectus as defined in the SFA.    relevant person pursuant to Section 305(1), or any person
    Accordingly, statutory liability under that Act in relation to the   pursuant to Section 305(2), and in accordance with the
    content of prospectuses would not apply.                             conditions, specified in Section 305 of the SFA or (iii) otherwise
                                                                         pursuant to, and in accordance with the conditions of, any
                                                                         other applicable provision of the SFA.

    This Offer is considered a type of “acceptable investment”           Full investor visa criteria and application details are available
    being an Immigration New Zealand (NZ) requirement for                at the following link: https://www.newzealandnow.govt.nz/investing-in-nz/visas/
    foreign investors who wish to invest in NZ businesses and            investor-visa

    apply to obtain one of two NZ residency visa categories being:
                                                                         This IM does not constitute an offer or solicitation to any

    a) Investor Visa (NZD$3 million invested in NZ across 4 		           person in any jurisdiction in which such offer or solicitation is

       years); and                                                       not authorised or to any person to whom it would be unlawful

    b) Investor Plus Visa (NZD$10 million invested in NZ across 3        to make such offer or solicitation.

       years).

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                           2. Directory
                                           The Fund                              General Partner                                 Du Val Key Personnel

                                           Du Val Build to Rent Fund LP          Du Val BTR GP Limited                           As per

                                           (LP Number: 50021880)                 (Company number: 7796657)                       www.duvalgroup.co.nz/team

                                           8 Lakewood Court,                     8 Lakewood Court,

                                           Auckland 2104                         Auckland 2104
                                                                                                                                 Bankers

                                           www.duvalpartners.com                 www.duvalpartners.com                           Westpac

                                                                                                                                 www.westpac.co.nz

                                           Accountant                            Tax Advisors                                  Preferred Construction Advisory

                                           Herbert Morton                        Herbert Morton                                Kingstons,

                                           19 Victoria Street, Cambridge 3434,   19 Victoria Street, Cambridge 3434,           Level 5, 25 Teed Street, Newmarket,

                                           www.herbertmorton.co.nz               www.herbertmorton.co.nz                       Auckland 1023, PO Box 1947,

                                                                                                                               Shortland Street,

                                                                                 Brandt Taxation Limited,                      Auckland 1140

                                                                                 17 Clifton Road, Hamilton 3204,               www.kingstons.co.nz
                                           Investment Advisors and Merchant      www.carlbrandttax.co.nz
                                           Bankers                                                                             BBD

                                           Reesby & Co                                                                         Level 8, Shortland Chambers

                                           Level 1, Lobby 2, Shed 24                                                           70 Shortland Street,

                                           Princes Wharf, 143 Quay Street                                                      Auckland 1010,

                                           Auckland                              Preferred Valuation & Professional            New Zealand

                                           www.reesby.co.nz                      Services Advisory                             www.bbdnz.co.nz
                                                                                 CBRE

                                           Denning Asia                          Level 14, ANZ Centre,

                                           Level 2, 60 Pitt Street,              23-29 Albert Street, Auckland, 1010

                                           Sydney NSW 2000                       www.cbre.co.nz

                                           Australia                                                                            Solicitors

                                           www.denningasia.com                   Seagars
                                                                                                                                iCLAW Culliney | Partners
                                                                                 Level 8, 52 Swanson Street,
                                                                                                                                Level 4, 14 Garden Place
                                                                                 Auckland 1010
                                                                                                                                PO Box 135
                                                                                 www.seagars.co.nz
                                                                                                                                Hamilton 3240
                                           Property Management Services
                                                                                                                                www.iclaw.com
                                                                                 Telfer Young
                                           Investment Portfolio Management
                                                                                 Level 7, 52 Swanson Street, Auckland
                                           (IPM)                                                                                DLA Piper New Zealand
                                                                                 City 1010, PO Box 5533, Auckland 114
                                           15 Osterley Way, Manukau                                                             205 Queen Street
                                                                                 www.telferyoung.com
                                           Auckland                                                                             PO Box 160

                                                                                                                                Auckland 1140

                                                                                                                                www.dlapiper.com

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
WELCOME TO
AOTEAROA,
NEW ZEALAND
One of the world’s most secure investment destinations

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                           Our Location
                                           New Zealand is made up of a group of islands, just 1,300km east of Australia in the
                                           South Pacific Ocean. The landmass is about the same size as Britain or Japan,
                                           but with a population of 5 million people. Our relative geographic separation
                                           from most continents has allowed us to remain largely exempt from international
                                           conflict. Our low-density population, lack of pollution and diverse, easily accessible
                                           landscape contributes to our high quality of life (Auckland, NZ has ranked in the
                                           Top 10 of Mercer’s Quality of Living Survey for eight consecutive years).

                                           Our Steadfast Economy
                                           New Zealand has a stable, highly developed, free-market economy. Our
                                           manufacturing and service sectors support a significant and highly efficient
                                           agricultural sector. This is supported by multiple trade agreements with Australia,
                                           China, Korea and many other lucrative markets. The World Bank’s ‘Doing Business
                                           2018’ report ranked us the world’s easiest country to do business in.

                                           • Open and competitive economy
                                           • 53rd largest national economy in OECD
                                           • Exports of goods and services account for approximately 30% of real expenditure
                                             GDP
                                           • NZ ranked second on Forbes’ Best Countries for Business 2018
                                           • NZ ranked third most attractive destination for investors in Mikin’s Global
                                             Opportunity Index 2016
                                           • NZ ranked first in the world for entrepreneurship by HSBC’s 2017 Expat Explorer
                                             survey

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         Our Government
         New Zealand is a constitutional monarchy with a parliamentary system of
         government. Our government is consistently rated as one of the least corrupt in
         the world according to Transparency International’s Corruption Perceptions Index.

         • Zero ‘blanket’ capital gains tax policy
         • Zero stamp duty
         • Low inflation policy
         • Pro-business Government
         • Ranked the world’s second most peaceful country (Global Peace Index, 2018)

                               Our Education System
                               New Zealand is well known internationally for its world-class education system.

                               All eight of New Zealand’s universities are ranked in the top 500 QS World University Rankings. The
                               University of Auckland, New Zealand’s largest, ranks 85th. New Zealand is the only country in the
                               world to have all its universities ranked in the top 3% of universities worldwide.

                               • New Zealand has the 2nd highest degree completion rates in the OECD
                               • New Zealand qualifications are recognised globally
                               • International education is New Zealand’s 4th largest export earner
                               • In 2018 nearly 28,000 international students chose to study at New Zealand universities, a 6%
                                  increase on the previous year. Key markets are China, USA, India, Malaysia and Vietnam

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                           3. Letter from
                                              BTR Managing Director

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
                         Dear Prospe
                                             ctive Qualifie
                                                              d Investor,

                        It is my plea
                                            sure to invit
                                                            e you to be
                                                                          come a Un
                                                                                     it holder in
                                                                                                    the Du Val
                                                                                                                  Build to Rent
                        The Du Val                                                                                                 Limited Partn
                                          Build to Rent                                                                                            ership (the
                                                            Fund Limite                                                                                           Fund).
                     Val BTR GP                                         d Partnersh
                                         Limited bein                                 ip is a Priva
                                                         g the build                                te Equity Re
                                                                     -to-rent (B                                    al Estate (P
                                                                                   TR) manag                                      ERE) invest
                                                                                                 ement divis                                    ment vehicle
                                                                                                                ion of the Du                                    and is esta
                                                                                                                                 Val Group                                    blished by
                    Du Val is on                                                                                                               (Du Val) (w                                      Du
                                         e of New Ze                                                                                                        ww.duvalp
                                                        aland’s larg                                                                                                       artners.com
                    investmen                                          est residen                                                                                                         ).
                                       t. Du Val ha                                tial develope
                                                       s approxim                                   rs, is a subs
                                                                    ately NZD$                                     tantial prop
                   or held for                                                  750 million                                        erty investor
                                       investmen                                              of projects                                          and a man
                                                   t, with a pref                                            that have be                                        ager of wh
                                                                    erence to in                                               en delivered                                   olesale
                                                                                  vest in larg                                                , are in deve
                                                                                                er schemes                                                     lopment, un
                                                                                                                over a num                                                  der constru
                  For more in                                                                                                   ber of year                                                 ction
                                       formation                                                                                              s, in order to
                                                   about Du Va                                                                                                 maximise va
                                                                    l please se                                                                                               lue.
                                                                                 e Section 4
                                                                                               of this IM.
                 BTR Projects
                                       that are or
                                                     will be esta
                 hubs and ke                                      blished by
                                                                                Du Val are
                                       y infrastruct                                          Auckland ce
                                                     ure.                                                     ntric, residen
                                                                                                                               tial led and
                                                                                                                                              situated in
                                                                                                                                                            close proxim
                                                                                                                                                                            ity to trans
                The BTR sect                                                                                                                                                            port
                                   or is one of
                                                   stable long
                increasing                                       -term inco
                                 with popula                                  me and incr
                                                 tion growth                                  easing mar
                                                                                                              ket deman
                                                                 that transla                                                d for rental
                                                                              tes to grea                                                   properties.
                                                                                            ter opportu                                                   The deman
                                                                                                             nities for re                                            d for BTR is
               I look forwar                                                                                              turn, includi                                              only
                                                                                                                                        ng capital
                                 d to welco                                                                                                           gain, to Inve
                                               ming you in                                                                                                           stors.
                                                                the near fu
                                                                             ture as a Du
                                                                                            Val Build to
                                                                                                             Rent LP Unit
              Yours faith                                                                                                    holder.
                              fully,

            John Dalze
                         ll
            BTR Managi
                         ng Director
           Du Val BTR
                        GP Limited

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                           4. About the Du Val Group

                                           Welcome to the Du Val Group
                                           With   a   pipeline   GDV   of   $750     million,   we   specialise   in     developing
                                           investment      grade,      residential      led,     Build-to-Rent         (BTR)   and
                                           Buy-to-Let (BtL) property. Our portfolio is underpinned by proximity to
                                           infrastructure, transport links, secure employment hubs and population growth.

                                           We employ a 360-degree approach to property development and investment.
                                           This allows us to simplify and streamline the investment process and solidifies
                                           the Du Val Group as a full-service property group.

                                                                       DU VAL GROUP’S
                                                                          360 DEGREE
                                                                         APPROACH TO
                                                                            PROPERTY

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
                                                               Key Advantages of
                                                               Working with the
                                                               Du Val Group

                                                               1. Financial Backing

                                                               We have a strong network of domestic and offshore institutional
                                                               financiers who provide secured credit for Du Val projects and
                                                               through our funds management division, Du Val Capital Partners,
                                                               we are able to financially resource the development of iconic
                                                               projects in Auckland, “the city of sails”.

                                                               2. Research Led & Investment Grade

                                                               Our projects are research led and data driven. We are committed
                                                               to building an investment grade portfolio providing value for
                                                               government, major institutions, occupiers, investors and home

                               NEW ZEALAND’S LARGEST
                                                               buyers.
                                 PRIVATE SUBURBAN
                               APARTMENT DEVELOPER
                                 (CBRE - JUNE 2020)

                                                               3. Scale & Expertise

                                                               As New Zealand’s largest apartment developer and 8th largest
                                                               home builder (in partnership 2018), the Du Val Group offers scale
                                                               and certainty of completion.
                             NEW ZEALAND’S MOST ACTIVE
                                 PRIVATE APARTMENT
                                     DEVELOPER
                                 (CBRE - JUNE 2020)            From initial feasibility to land assembly, design management,
                                                               consenting, sales & marketing through to construction and
                                                               procurement, we have built an internal team of experts in each
                                                               sphere of the property industry to get the job done.

                             TOP INVESTMENT PORTFOLIO          4. Long Term Accountability
                                 MANAGEMENT TEAM
                                (LJ HOOKER 2018-20)

                                                               By providing a 360-degree approach to property, we stand by
                                                               every project we build. From mortgage advisory to property and
                                                               facilities management, we seek to maintain a high standard of
                                                               service and an ongoing relationship through the lifecycle of
                                                               investment.
                             NEW ZEALAND’S 8TH LARGEST
                             HOMEBUILDER IN PARTNERSHIP
                               (BCINZ - DECEMBER 2018)

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                                           Our Philosophy & Services
                                           Du Val employs approximately 60 people from two office             Du Val owns one of Auckland’s largest BTR portfolios providing
                                           locations, Auckland and London, and between 200 – 300              affordable housing to the many people living and working in the
                                           employees, contractors and subtrades work on Du Val projects       Southern Corridor of Auckland. This portfolio has been built-up
                                           each day.                                                          over the many years of successful property development.

                                             TRANSPARENCY OF FEES                      BRICKS & MORTAR                                     RESEARCH

                                             We believe it is our responsibility       We only invest in bricks & mortar                   All Du Val projects are data driven
                                             to be transparent and use our             investments such as Build to Rent or                and backed by institutional grade
                                             investors’ capital wisely without it      Buy-to-Let accommodation. These                     research.     From     land    acquisition
                                             being a mechanism for us to charge        projects are always underpinned by                  through to the development and
                                             high fees. Your investment is put to      key infrastructure, rental demand,                  construction phase, research and
                                             work directly in the assets you have      employment      hubs,     amenity    and            data plays an integral part in our
                                             invested in. Management and Fund          proximity to transport links.                       ability to deliver housing at scale.
                                             fees are charged to manage your
                                             investment.

                                            AUCKLAND’S STABILITY                       INFRASTRUCTURE                                       TAX EFFICIENT

                                            Since 1981 Auckland real house price       We invest in projects situated in                    Our funds are structured as Limited
                                            growth (adjusted for inflation) has        close proximity to key infrastructure                Partnerships     that   allow    you    to
                                            been 4.5% compounded annually              and employment hubs. Government                      manage your own tax liability.
                                            (Reserve   Bank   of   New    Zealand      investment in infrastructure is an
                                            Bulletin, Vol. 79) compared to the rest    indication of an area’s growth. This
                                            of New Zealand at 2.5%.                    is particularly true for Auckland’s
                                                                                       southern corridor, which is home
                                                                                       to    infrastructure      projects     like
                                                                                       Middlemore         Hospital,    Auckland
                                                                                       Airport and MIT.

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
   TRANSPORT HUBS                                       TENANT DEMAND                              AUCKLAND

   We invest within commuter belts                      We       situate   our   projects   and    We   stay     focused   on   Auckland
   with access to public transportation.                communities within locations with          property as it has proven to be the
   The     suburbs     within    which      we          well established tenant demand. Our        most resilient market over time. With
   develop      are    undergoing         rapid         BTR portfolio is in such high demand       a long term lense on New Zealand
   growth in population and density.                    that     throughout      New   Zealand’s   property, Auckland will always shine
   Subsequently       it’s   these   suburbs            Level 4 and 3 COVID19 response, it         as the most secure destination for
   that have also seen increased                        maintained a 0% vacancy rate.              investment.
   investment in public transport.

  PORTFOLIO MANAGEMENT                                  CONSTRUCTION CAPABILITY

  Our     award-winning         property      &         Du Val Construction completes our
  facilities      management            division        full service offering through self-
  makes the transition from delivery to                 delivering building projects where
  completion seamless and embodies                      we are able to leverage our scale
  our      long       term      commitment              and volume to establish economies
  to     projects     many      years     post-         of scale across our portfolio of
  completion..                                          projects. Our balance sheet stands
                                                        behind each of our developments
                                                        minimising the risk of third-party
                                                        failure.

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                           5. Executive Summary
                                           Financial Product:          Ordinary Units (Units).

                                           Fund Name:                  Du Val Build to Rent Limited Partnership (Fund).

                                           General Partner:            Du Val BTR GP Limited (GP).

                                           Limited Partners:           Investors (the GP holds a private register of Investors).

                                           Fund Size:                  Eighteen million dollars (NZD$18,000,000).

                                           Units on Issue:             18,000,000 Units.

                                           Subscription Price:         NZD$1.00 per Unit.

                                           Minimum Subscription        31 May 2021.
                                           Close Date:

                                           Minimum Subscription        Capital sufficient to settle the Initial BTR Acquisitions in two separate transactions, to be
                                           Amounts:                    settled either separately or contemporaneously, being $7,630,000 (seven million and
                                                                       six hundered and thirty thousand dollars) representing 7,630,000 Units in respect of the
                                                                       purchase of McKenzie Road, and $10,370,000 (ten million and three hundered and seventy
                                                                       thousand dollars) representing 10,370,000 Units in respect of the purchase of May Road.

                                           Minimum Investment:         $250,000 (The investment amount will require approval by the GP and compliance with
                                                                       the FMA Act 2013 (NZ), Securities and Futures Act (SP) or Hong Kong Securities and Futures
                                                                       Ordinance (HK)).

                                           Fund Purpose:               The Fund has been established by the GP to fund the acquisition of the two Initial BTR
                                                                       Acquisitions in accordance with the Offer at clause 7.1 (at May Road and McKenzie Road,
                                                                       Auckland), in accordance with the contracted and conditional Sale & Purchase Agreements,
                                                                       and to fund the future acquisition and/or developments of Du Val sponsored BTR Projects.

                                           Initial BTR Acquisitions:   As at the date of this IM, and subject to the Minimum Subscription being reached, the
                                                                       Fund’s initial investments will be the two BTR Projects at May Road and McKenzie Road,
                                                                       Auckland.

                                           Investor Settlement:        Units will be allotted to Investors on the Minimum Subscription Close Date once the GP has
                                                                       approved the Investor (subject to accounting for any over-subscription in the Fund), and
                                                                       the Fund’s Minimum Subscription Amounts being reached, enabling the Fund to complete
                                                                       the Initial BTR Acquisitions. Allotment of Units is subject to the Investor providing the GP with
                                                                       such information reasonably required to confirm the Investor’s qualification as a Qualified
                                                                       Investor in order to participate in the Offer, together with and subject to the Investor’s
                                                                       provision and completion of all AML requirements.

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
 Investor Type:                      Qualified Investors Only – Eligible / Wholesale / Singapore / Hong Kong Certifications are
                                     required.

                                     Investors in the Fund will hold their Units as a long-term investment.

 Target Fund Returns:                The Fund will invest in BTR Projects that target the following returns to the Fund.
                                     a) Target Fund Return: >8% long term target return per annum across the BTR portfolio; and
                                     b) Target Equity Multiple: >2X (10 years).

 Distribution Policy:                The Fund will target an annual Investor distribution of 7c per Unit, subject to the Fund
                                     meeting all its financial obligations. The Distribution Policy will be reviewed quarterly by the
                                     GP until the Fund is established and stabilised.

 Distribution Payments:              The GP will on or about 20 business days following the Fund’s balance date, and quarterly
                                     thereafter (i.e. June, September, December, March) declare a distribution as payable.

 Exit/Transfer of Units:             Investors will be able to sell or transfer their Units at any time after 12 months from the
                                     Minimum Subscription Close Date to either another party or via Du Val’s secondary market,
                                     provided such transfer occurs pursuant to the procedure set out in the Fund’s Limited
                                     Partnership Agreement.

                                     The GP will facilitate all transfers on behalf of all Investors, at the Investors cost (see further
                                     information regarding costs in Section 7.5).

 Governing Law:                      The Fund is a limited partnership registered under New Zealand law.

 Reporting:                          Financial reporting available to Investors include:
                                     a) Annual financial statements;
                                     b) An annual fund review;
                                     c) Quarterly distribution reports;
                                     d) Annual tax statements setting out the Investor’s share of any estimated income and
                                         deductions of the Fund and;
                                     e) Valuation reports of fund assets

 Tax Filing                          Investors will be required to file their own individual tax returns.

 Risks of Investing:                 General and property-related risks of investment are set out at Section 10 of this IM.

Note: The above represents a summary of the Offer contained in this Private Placement Information Memorandum (IM). Qualified Investors,
of New Zealand, Singapore and Hong Kong, who wish to participate in the Fund should read the IM in its entirety and if considered necessary,
obtain appropriate independent professional advice, including legal and taxation counsel.

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                                           6. The Fund’s Investment Strategy
                                           6.1       Objectives
                                           The Du Val Build-to-Rent Fund has been established to raise capital for the Fund’s initial acquisition of the
                                           BTR Projects at May Road and McKenzie Road, Auckland.

                                           Over time, the Fund will seek to raise further funds by seeking additional capital, or by way of a rights
                                           issue, in order to acquire available Du Val sponsored BTR Projects that provide the Fund long-term
                                           ownership of a portfolio of institutional-grade BTR assets.

                                           BTR Projects will be acquired where the underlying residential property investment provides the following:
                                           •     Earnings accretive to the fund and will provide opportunities for growth through active asset
                                                 management;
                                           •     Stability of investment performance for investors; and
                                           •     Opportunity for capital gain over time to achieve the Fund’s target 10 year 2x equity multiple.

                                           6.2       Strategy
                                           The Fund’s strategy is to assemble a portfolio in locations       To assemble the portfolio, the Fund will invest in:
                                           where there is demonstrable demand for affordable                 1.    Existing Du Val sponsored BTR assets; and
                                           accommodation, and the provision of quality rental                2.    New build Du Val sponsored BTR assets.
                                           accommodation fulfils a critical societal need while
                                           contributing more broadly to rebalancing the housing              The Fund will leverage Du Val’s BTR operating experience
                                           sector. The strategy of the Fund is to assemble assets which      and relationships with Community Housing Providers,
                                           will provide one of the most secure investment propositions       Government agencies and sovereign wealth funds to
                                           within the New Zealand property market, where there is a          establish the portfolio.
                                           long-term requirement for housing.
                                                                                                             For full details of the Du Val BTR Fund’s initial BTR Portfolio,
                                           Target stabilised cash returns to the Fund from the portfolio     financial performance and target investment see Financial
                                           aim to exceed >8% per annum and provide opportunities             section of this IM.
                                           for growth through active asset management. The
                                           portfolio assembled will be of an institutional grade
                                           and after a period of not less than 10 years the
                                           Fund will seek an exit by way of Initial Public Offering (IPO)
                                           or trade sale where the distribution to investors on exit is
                                           target equity multiple of 2x (10 years).

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
7. Investment Highlights
7.1       Description of the Offer
This is an Offer to Qualified Investors, of New Zealand,         Distribution Policy. The Fund will target a return of 8%
Singapore and Hong Kong, for Units in the Fund. Units            return per annum; and a target equity multiple of 2x
give you a stake in the ownership of the Du Val Build            (10 years).
to Rent Limited Partnership (the Fund).
                                                                 All BTR Assets acquired by the Fund will be managed
The Fund is raising new capital to establish a                   by   Investment    Portfolio   Management       Limited
BTR portfolio, comprising initially of the proposed              Partnership   (IPM)   an   established    professional
acquisition of two separate properties, the first                property and investment management firm (see
being situated at 69 McKenzie Road, Mangere,                     Section 9).
Auckland and the second at 2-6 May Road, Mangere,
Auckland (Initial BTR Assets), and subsequently                  Investor Units will be allocated upon the Minimum
further qualifying Du Val sponsored BTR Assets.                  Subscription Close Date, and subject to the GP’s
                                                                 approval of the Investor’s entry to the Fund in
Investors will be entitled to receive a quarterly                accordance with the Limited Partnership Agreement.
distribution   declared      pursuant     to   the   Fund’s

7.2       Treatment of Investment Funds
Each Investor, of the Units available, will receive one Unit for every dollar of that Investor’s investment into the
Fund. This means that an Investor’s Units represent their ownership stake in the Fund.

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                                           The Properties

                                           MAY ROAD STUDIO APARTMENTS

                                           2-6 May Road

                                                Valuation                        $ 20,120,000

                                                Units                            99 units | 11 apartment blocks | one unit title per block
                                                                                 9 dwellings per block

                                                Car parks                        39

                                                Land Areas                       5,093m2 total

                                                GFA                              3,215 m2 (approx)

                                                Levels and Height                2 Levels

                                                Lease Details                    36 units subleased to Compass Housing Services Co
                                                                                 at $348 per week plus GST.
                                                                                 Lease commenced on November 2016 with 2 x 5
                                                                                 year Right of Renewal.
                                                                                 Final lease expiry: November 2031
                                                                                 Rent reviews: Annual CPI

                                                Completion Date                  Mid 2017

                                                Rental Range                     $330 -400 pw

                                            Legal Description
                                            The property is currently contained in 11 separate Unit Title Registers which we

                                            outline in the table below:

                                                Unit                Identifier    Legal Description

                                                Principal Unit 1    689587       Principal Unit 1 and AU 27, AU 28, AU 44 on Deposited Plan 485315

                                                Principal Unit 2    689588       Principal Unit 2 and AU 40, AU 42, AU 43 on Deposited Plan 485315

                                                Principal Unit 3    689589       Principal Unit 3 and AU 38, AU 39, AU 41 on Deposited Plan 485315

                                                Principal Unit 4    689590       Principal Unit 4 and AU 35, AU 36, AU 37 on Deposited Plan 485315

                                                Principal Unit 5    689591       Principal Unit 5 and AU 31, AU 33, AU 34 on Deposited Plan 485315

                                                Principal Unit 6    689592       Principal Unit 6 and AU 29, AU 30, AU 32 on Deposited Plan 485315

                                                Principal Unit 7    689593       Principal Unit 7 and AU 18, AU 19, AU 20 on Deposited Plan 485315

                                                Principal Unit 8    689594       Principal Unit 8 and AU 24, AU 25, AU 26 on Deposited Plan 485315

                                                Principal Unit 9    689595       Principal Unit 9 and, AU 21, AU 22, AU 23 on Deposited Plan 485315

                                                Principal Unit 10   689596       Principal Unit 10 and AU 15, AU 16, AU 17 on Deposited Plan 485315

                                                Principal Unit 11   689597       Principal Unit 11 and AU 12, AU 13, AU 14 on Deposited Plan 485315

                                            Employment Hubs                                      Transport Links
                                            •     Auckland Airport                               •   State Highway 20 - 1 km

                                            •     Middlemore Hospital                            •   Māngere Transport Station - 2 km

                                            •     Manukau CBD                                    •   Onehunga Transport Station - 4.5 km

                                            •     Otahuhu industrial hub

                                            •     Onehunga-Penrose industrial hub

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                                                                 New Zealand’s COVID19 Level 3 and 4 response
                                                                 tested the strength of Mangere East in a residential
                                                                 context and the suburb passed with flying colours.
                                                                 Middlemore Hospital and the multiple industrial hubs
                                                                 that surround the area (Otahuhu, Mount Wellington,
                                                                 Highbrook, East Tamaki), proved to be a solid source
                                                                 of rental demand which meant this May Road site
                                                                 maintained 100% occupancy even during lockdown.

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                                           The Properties

                                           MCKENZIE STUDIO APARTMENTS

                                           69 McKenzie Road, Auckland

                                                Valuation                            $14,640,000

                                                Units                                72 units | 8 apartment blocks | one unit title per block
                                                                                     9 dwellings per block

                                                Car parks                            64

                                                Land Areas                           4,693 m2 total

                                                 GFA                                 2487m2 (approx)

                                                Levels and Height                    2 Levels

                                                Completion Date                      Mid 2017

                                                Rental Range                         $340 - $370pw

                                            Legal Description
                                            The property is currently contained in 8 separate Unit Title Registers which we

                                            outline in the table below:

                                                Unit               Identifier   Legal Description

                                                Principal Unit 1   680667       Principal Unit 1 and AU 11-13 (open carparks), Deposited Plan 483070

                                                Principal Unit 2   680668       Principal Unit 2 and AU 14-16 (open carparks), Deposited Plan 483070

                                                Principal Unit 3   680669       Principal Unit 3 and AU 17-19 (open carparks), Deposited Plan 483070

                                                Principal Unit 4   680670       Principal Unit 4 and AU 20-22 (open carparks), Deposited Plan 483070

                                                Principal Unit 5   680671       Principal Unit 5 and AU 23-35 (open carparks), Deposited Plan 483070

                                                Principal Unit 6   680672       Principal Unit 6 and AU 26-28 (open carparks), Deposited Plan 483070

                                                Principal Unit 7   680673       Principal Unit 7 and AU 29-31 (open carparks), Deposited Plan 483070

                                                Principal Unit 8   680674       Principal Unit 8 and AU 32-34 (open carparks), Deposited Plan 483070

                                            Employment Hubs                                       Transport Links
                                            •     Auckland Airport                               •   State Highway 20 - 1 km

                                            •     Middlemore Hospital                            •   Māngere Transport Station - 2 km

                                            •     Manukau CBD                                    •   Onehunga Transport Station - 4.5 km

                                            •     Otahuhu industrial hub

                                            •     Onehunga-Penrose industrial hub

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
                                                                 The McKenzie Road studio apartment development
                                                                 comprises eight recently built, two level residential
                                                                 dwellings that each consists of nine studio units.
                                                                 This development includes shared facilities such
                                                                 as a kitchen and laundry. All studio bedrooms are
                                                                 fully furnished. The location of this development
                                                                 harnesses the rental demand created by massive
                                                                 nearby infrastructure projects and employment
                                                                 hubs. This is characterised by the project’s annual
                                                                 vacancy rate of 0.5%. It should be noted that even
                                                                 during New Zealand’s Level 3 and 4 response to
                                                                 the COVID19 pandemic, this project and all projects
                                                                 managed by IPM remained 100% occupied.

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                                           7.3      Use of Investment Funds
                                           The Fund will use the initial capital raised by the Fund to acquire the Initial BTR Acquisitions, and subsequent
                                           capital raised to acquire to establish and acquire further BTR Projects.

                                           Any investments made by the Fund must be approved by the Board of Directors of the GP.

                                           7.4      Distribution Policy
                                           The Fund will receive income from its BTR Investments.

                                           The Fund will make distributions to its Investors in accordance with the Fund’s Distribution Policy, which will
                                           be declared quarterly by the GP, and in accordance with the Limited Partnership Agreement. The GP will
                                           review the Distribution Policy quarterly for the first 12 months before moving to an annual review once the
                                           Fund has established itself.

                                           The Fund will target an annual Investor return of 7c per Unit, subject to the Fund meeting all its financial
                                           obligations. I.e. that the fees, costs, expenses, liabilities of the Fund will be paid first, before distributable
                                           amounts are to be allocated pro rata to each Investor.

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP
        7.5        Processes Relating to Exit
        Investors will be able to exit as limited partners of the Fund, no earlier than 12 months after the Fund’s
        Minimum Subscription Close Date, via the following processes, as set out in the Limited Partnership
        Agreement:

        1.   Sale An Investor may sell their Units so long as the new investor meets the Qualified
             Investor status, is approved by the GP, and adheres to the terms of the Limited
             Partnership Agreement. The purchasing investor will take the whole or part of the
             exiting Investor’s allocation in Units. Under this option, the exiting Investor grants
             the GP a power of attorney to facilitate the sale of Units on that Investor’s behalf.

        2.   Secondary Market A secondary market (to facilitate the sale of Units) is maintained
             and operated by Du Val Capital Partners. The secondary market will include a pool
             of prospective wholesale investors that Du Val attracts through its usual network
             and ongoing marketing. The disposal cost to an exiting Investor to sell their Units
             via this secondary market will be fixed at 0.5% of total value of Units being sold.

        3.   Compliance Listing & IPO In the event that the Fund or any part of the global Du Val Group lists
             its common stock on a registered exchange, the GP is able to convert Investor Units into shares
             of that listed entity.

        All exits by an Investor, via sale or secondary market, requires written notice to the GP of not less
        than 60 working days’ notifying of their intention to transfer or otherwise sell their Units in the Fund.
        Those Units are then valued by the GP for a set sum, in accordance with the Investor’s Unit holding
        in the Fund (which will be payable to the Investor).

        The method of Unit valuation will be at market value as determined by an independent valuation.
        The GP, at the cost to the Fund, will annually engage with an independent valuer to determine
        current annual value. Please note that assets/BTR projects under construction at the time of the
        valuation will not be included.

        7.6        Fees & Expenses
        Management Fees: Under the Limited Partnership Agreement, the GP is entitled to an annual
        management fee equal to 0.5% of completed Gross Asset Value (GAV) excluding BTR Projects under
        construction. The management fee shall be paid out of the assets of the Fund and is payable to
        the GP quarterly in advance on the first Business Day of each financial quarter of the Fund. The
        GP is also entitled to reimbursement from the Fund for its operational expenses (including any
        accountancy and legal expenses).

        Investor Exit Fees: The GP is entitled to charge any Investor wishing to transfer all or part of its
        limited partner interest in the Fund, subject to the consent of the GP under the Limited Partnership
        Agreement, fees associated with facilitating such a transfer (Resale Fees).

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DU VAL BUILD TO RENT LIMITED PARTNERSHIP

                                           Fund Financials

                                           Current Target BTR Project Investments
                                           The Fund’s Initial BTR Acquisitions being the BTR Project at May Road and
                                           McKenzie Road, Auckland.

                                           Figure 1: Capital Structure

                                            FUND CAPITAL STRUCTURE

                                            Current Capital Structure

                                            Net Contract Passing Income                                    $2,146,391

                                            Purchase Price                               6.17%           $34,760,000

                                            Total Assets                                                 $34,760,000

                                            Capital Structure at Fund Close

                                            BTR Fund Investment                                          $18,000,000

                                            Term Debt                                                     $17,380,000

                                            Total Investment                                             $35,380,000

                                            Debt Facility

                                            Total Debt Facility on Fund Close            50%              $17,380,000

                                            Total Debt                                                   $17,380,000

                                            Financing Costs

                                            - Loan Brokerage Fee                         0.65%               $112,970

                                            - Loan Establishment Fee                     0.50%               $86,900

                                            Total Financing Costs                                           $199,870

                                            Establishment Costs

                                            - Legal                                                          $75,000

                                            - Accounting                                                     $15,000

                                            - Valuation                                                      $30,000

                                            - Marketing                                                     $175,000

                                            Total Establihsment Costs                                     $295,000

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    Figure 2: Forecast 10 year cash returns to the Fund

      FUND CASHFLOW

                                              Y1                 Y2              Y3              Y4             Y5               Y6               Y7               Y8                 Y9              Y10

      Income

      Net Passing Income                     $2,146,391          $2,176,441      $2,206,911    $2,237,808       $2,269,137     $2,300,905         $2,333,117      $2,365,781         $2,398,902      $2,432,487

      Total Income                           $2,146,391         $2,176,441      $2,206,911     $2,237,808      $2,269,137      $2,300,905         $2,333,117      $2,365,781        $2,398,902       $2,432,487

      Expenditure

      Debt Servicing                          $618,728            $618,728        $618,728        $618,728       $618,728         $618,728         $618,728         $618,728           $618,728        $618,728

      Fund Management Fee                     $173,800           $184,054         $194,913       $206,413        $218,592        $231,489          $245,146         $259,610          $274,927          $291,148

      Fund Administrative Expenses             $35,000            $40,000         $45,000         $50,000        $55,000          $60,000          $65,000          $70,000              $75,000        $80,000

      Total Expenses                         $827,528            $842,782        $858,641         $875,141      $892,320          $910,217        $928,874         $948,338           $968,655        $989,876

      Gross Profit                           $1,318,863         $1,333,658      $1,348,269      $1,362,666      $1,376,817     $1,390,688        $1,404,243       $1,417,443         $1,430,247        $1,442,611

      Target Fund Return per $1 .00 Unit           7.33%              7.41%           7.49%           7.57%           7.65%           7.73%            7.80%             7.87%             7.95%            8.01%

    Figure 3: Forecast Equity Investment to the Fund

                                                   Y1              Y2             Y3              Y4             Y5              Y6              Y7               Y8                Y9               Y10

      Equity Investment                      $18,000,000

      Forecast Year on Year Capital Growth                              5.9%            5.9%           5.9%           5.9%            5.9%             5.9%             5.9%             5.9%               5.9%

      Asset Value                            $34,760,000        $36,810,840    $38,982,680     $41,282,658    $43,718,334     $46,297,716     $49,029,281      $51,922,009       $54,985,408       $58,229,547

     Accumulated Capital Gain                               -   $2,050,840      $4,222,680     $6,522,658     $8,958,334       $11,537,716     $14,269,281     $17,162,009       $20,225,408       $23,469,547

     Accumulated Gross Profit                  $1,318,863       $2,652,522      $4,000,791     $5,363,457      $6,740,274      $8,130,963      $9,535,206      $10,952,649       $12,382,896       $13,825,506

     Accumulated Total Return                 $1,318,863        $4,703,362      $8,223,470      $11,886,115   $15,698,609     $19,668,679     $23,804,487      $28,114,658       $32,608,303       $37,295,053

     Accumulated Absolute ROI %                         7.33%         26.13%          45.69%       66.03%            87.21%       109.27%         132.25%          156.19%            181.16%          207.19%

     Forecast IRR                                   17.38%

     Forecast Equity Multiple                            0.07           0.26            0.46           0.66            0.87           1.09             1.32             1.56               1.81             2.07

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                                           Figure 4: Profit and Loss Statement                                                     Figure 5: Balance Sheet

                                                                                                         PRO FORMA AT                                                                           PRO FORMA AT
                                            FUND P & L                                                    FUND CLOSE
                                                                                                                                    FUND BALANCE SHEET                             NOTE
                                                                                                                                                                                                 FUND CLOSE

                                            Income                                                                                  Current Assets

                                            Net Passing Income                                                   $2,146,391         BTR Asset                                                       $34,760,000

                                            Total Income                                                        $2,146,391          Total Assets                                                    $34,760,000

                                            Expenditure                                                                             Current Liabilities

                                            Debt Servicing                                  3.56%                 $618,728          Term Debt                                      50.00%            $17,380,000

                                            Fund Management Fee                             0.50%                 $173,800          Total Liabilities                                                $17,380,000

                                            Fund Administrative Expenses                                          $35,000           Net Assets                                                       $17,380,000

                                            Total Liabilities                                                    $827,528           Unitholders Equity

                                            Gross Profit                                                        $1,318,863          Issued Capital                                                   $18,000,000

                                                                                                                                    Total Unitholders Equity                                        $18,000,000

                                            Shareholders Equity

                                            Issued Capital                                                    $18,000,000           Net Tangible Asset backing per
                                                                                                                                                                                                              0.97
                                                                                                                                    $1 .00 Unit

                                           Assumptions
                                           Below is a summary of the assumptions on which the above financial information is based on.

                                           Net Passing Income:                                                                    GST
                                           Net Passing Income is calculated as gross rental income plus                           All figures are GST exclusive.
                                           carparking and laundry income less outgoings. There is an
                                           annual rent increase in line with CPI and assumed vacancy risk                         Property Management Services
                                           of 4%. Outgoings comprise of, but are not limited to, operating                        The Fund will appoint IPM as the Property Manager of all BTR
                                           expenses, long term maintenance, rates, insurance, body                                Assets on its standard industry terms and at a rate of 9% plus
                                           corporate and letting and management fees.                                             GST on all Rental Income.

                                           Debt Servicing                                                                         Capital Growth
                                           Interest only senior debt facility secured by way of mortgage                          Year on year capital growth based on a 5 year historic average
                                           at a fixed interest rate of 3.56% per annum. The facility will be                      growth rate of unit dwellings in Manukau. Source: Real Estate
                                           reviewed annually.                                                                     Investar.

                                           Fund Management Fee                                                                    IRR
                                           The annual fund management fee has been set at 0.5% of Gross                           Forecast annualised IRR assumed on exit at Year 10.
                                           Asset Value of the BTR Fund.
                                                                                                                                  Residential Tenancy Act 1986
                                           Fund Administrative Expenses                                                           All properties are governed by the Residential Tenancy Act 1986,
                                           Compliance, administrative and valuation costs.                                        except where subleased to Compass Housing Services Co.

                                           Actual Results
                                           Please note that past performance is not indicative of future performance. Actual results may differ from the forecast financial statements. The resulting variance may be
                                           material. We give no guarantee or assurance that the forecast financial information presented will be achieved.

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                                                                                                               Directors:
Herbert Morton Ltd confirm these figures are reflective of the calendar
                                                                                                               PETER S. MORTON            BCom, CA, CFE
year for the specified properties for management purpose
                                                                                                               NICOLA E. ADAM             BBus, CA
                                                                                                               KYLE S. OWENS              BBus, CA

Figure 6: May Profit and Loss Statement -                                       Figure 7: Mckenzie Profit and Loss Statement -
1 January 2018 to 31 December 2020                                              1 January 2018 to 31 December 2020

                                12 Months to   12 Months to      12 Months to                                12 Months to   12 Months to    12 Months to
                                  31 Dec 18      31 Dec 19        31 Dec 20                                    31 Dec 18       31 Dec 19      31 Dec 20

 Income                                                                          Income

 Rent                            $1,604,585     $1,636,044       $1,693,025      Rent                         $1,221,467     $1,185,481      $1,228,208

 Laundry                          $15,555        $12,763           $11,088       Laundry                       $12,045        $12,380          $9,275

 Total Income                    $1,620,140     $1,648,807        $1,704,113     Total Income                 $1,233,513     $1,197,861      $1,237,483

 Less: Property                   $86,971        $89,855          $90,363        Less: Property                $109,932      $106,693         $108,426
 Management Fee                                                                  Management Fee

 Gross Profit                    $1,533,169     $1,558,952       $1,613,750      Gross Profit                 $1,123,581     $1,091,168      $1,129,057

 Less Operating Expenses                                                         Less Operating Expenses

 Body Corporate Fees              $3,739          $2,750           $2,750        Body Corporate Fees            $1,600        $2,000           $2,000

 Building Compliance              $4,379          $8,037           $15,674       Building Compliance           $10,821        $6,354           $8,065

 Cleaning                         $35,250        $32,920          $30,420        Cleaning                      $40,350        $37,470         $34,560

 Grounds Maintenance              $14,169        $8,600            $7,730        Grounds Maintenance           $13,959        $8,446           $8,400

 Hospitality Internet              $9,751        $8,650           $10,380        Hospitality Internet          $8,824         $6,408           $8,544

 Insurance                        $15,816        $18,328           $10,741       Insurance                     $16,772        $13,165          $11,318

 Light, Power, Heating            $63,395        $59,726          $60,300        Light, Power, Heating         $46,927        $49,946         $45,621

 Long Term Maintenance            $27,090        $36,280          $36,000        Long Term Maintenance         $27,000        $36,610         $36,000

 Rates                            $32,819        $33,560          $34,809        Rates                         $25,647        $24,744         $25,779

 Repairs and Maintenance          $13,674        $17,964           $21,993       Repairs and Maintenance       $25,506        $18,138         $22,697

 Repairs and Maintenance -           $0            $0              $11,360       Repairs and Maintenance -       $0              $0            $6,206
 Common Area                                                                     Common Area

 Rubbish Collection               $10,553        $14,944           $16,070       Rubbish Collection            $10,140        $12,664         $12,706

 Security and Fire                 $6,218         $3,799           $4,399        Security and Fire             $4,079          $2,041          $4,761
 Monitoring                                                                      Monitoring

 Telephone & Internet              $5,217        $5,485            $5,363        Telephone & Internet          $9,229          $11,747         $11,908

 Water                             $18,119       $19,155           $26,061       Water                         $20,643        $24,344         $31,923

 Total Operating Expenses        $260,190        $270,199        $294,050        Total Operating Expenses     $261,498       $254,077         $270,489

 Operating Profit                $1,272,979     $1,288,753       $1,319,699      Operating Profit             $862,083       $837,091        $858,568

                                                          Herbert Morton Limited
                                               PO Box 86 19 Victoria Street Cambridge 3450
                                Telephone (07) 823 1203 Fax (07) 827 8125 Email admin@herbertmorton.co.nz

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                                           8. Explaining Build To Rent (BTR)

                                                        8.1        What is BTR?
                                                        Build to Rent (BTR) properties are large real estate developments purpose built for
                                                        occupants seeking long term rental accommodation.

                                                        A key purpose of BTR is to address housing issues around the world, particularly in high
                                                        density cities. In 2018, the NZ Government reported a housing deficit of around 45,000
                                                        houses in Auckland (A Stocktake of NZ Housing, Crown 2018).

                                                        Features of BTR properties, depending on scale, can include the following:
                                                        •     Security of tenure for tenants;
                                                        •     Held in single ownership structure;
                                                        •     Affordable rental accommodation for tenants;
                                                        •     Predictable rent increases (usually in line with inflation);
                                                        •     Dedicated facilities management to readily respond to tenant requirements
                                                              ranging from maintenance to provision of services (e.g. cleaning, storage of small
                                                              deliveries, etc.);
                                                        •     Individual character is enabled where tenants can elect either unfurnished options
                                                              or have the convenience of a fully furnished unit;
                                                        •     Community living is created via shared facilities;
                                                        •     Communal amenities are often part of the offering (e.g. communal kitchens,
                                                              laundry facilities, gardens etc.); and
                                                        •     Close proximity to major transport hubs, schools, childcare, retail and entertainment.

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   8.2        Market Opportunity For BTR In NZ
   Auckland’s population is projected to grow by circa 275,000         is driven by the fundamental point of difference that BTR
   people in the next ten years. Based on the Census 2018              exhibit over current rental stock and operation. Common
   household density of 3.15, this indicates a need for 87,300         tenant issues that BTR solve include;
   new dwellings, or supply of circa 8,700 dwellings per year.         •   Poorly maintained dwellings. NZ’s rental stock is
                                                                           generally in poor condition. In this context, new build
   Auckland’s density of 3.15 people per dwelling is higher than           rental property holds significant appeal
   the national average of 2.82, reflecting of excess underlying       •   Unexpected rent increase. BTR leases stipulate when
   demand for housing over housing supply, and affordability               and how future rent increases will be assessed,
   constraints.                                                            eliminating uncertainty for the tenant
                                                                       •   Landlord selling. This has been particularly prevalent
   Various articles and research in the last year have                     in the Auckland market where asset growth has
   highlighted the demand brewing from prospective tenants,                encouraged investors to cash in assets, meaning that
   particularly in Auckland, for BTR properties.                           the tenants would need to vacate at short notice.
                                                                           Unlike traditional rental stock, BTR tenure has long term
   Research by CBRE has highlighted the strong underlying                  security
   demand for BTR property over traditional rental property

   Rental demand and returns are expected to continue to               The UK is relatively more recent, having started around ten
   grow over the next 10-year period given these key drivers.          years ago to now represent 0.16% of stock with 40,000 BTR
   Overall, Auckland residential rents have risen from $396            dwellings.
   to $582 per week on average across the last 10 years, a
   compound annual growth rate of 4.4% (source: MBIE July              If New Zealand was to follow the UK trajectory, we should
   2020). Capital growth in the last 10-year period for Auckland       potentially have 3,300 BTR units by 2025 (0.16% of housing
   residential property overaged 8.4% per annum.                       stock). Given the Auckland housing demand outweighs the
                                                                       supply, there is an opportunity to bring intelligence from long
   Excluding Du Val and related party projects, 331 BTR                term industry analysis, particularly from BTR case examples
   apartment units have completed construction in the                  in the UK and US, to efficiently establish a BTR sector in NZ.
   past two years. There are 152 BTR apartment units under
   construction in Auckland with hundreds more in the pre-             To date new entrants to the NZ BTR market have been of
   construction/design stage.                                          small scale; rather than that typically seen in the established
                                                                       US and emerging UK and Australian markets. By leveraging
   New Zealand’s BTR market is very new but has serious                the existing Du Val rental properties to create a cornerstone
   potential for rapid scalability. CBRE have assessed the             investment for the Fund, the Du Val Build to Rent Limited
   emergence of international BTR markets to asses how NZ              Partnership is uniquely placed to become NZ’s first and pre-
   might evolve in the short to medium term.                           eminent BTR fund.

   The US BTR market started in the early 1980s and is now
   considered highly mature, with institutional grade BTR
   comprising 4.5% of total housing stock (i.e., 6.3 million units).

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                                           9.             Property Management (BTR)

                                                                                                                                                             TOP INVESTMENT PORTFOLIO
                                                                                                                                                                  MANAGEMENT TEAM
                                                                                                                                                                 (LJ HOOKER 2018-20)

                                                                                                                                                              0.5% ANNUAL VACANCY RATE
                                                                                                                                                              ACROSS FOUR DEVELOPMENTS

                                           9.1 Best Practise Property Management
                                           IPM is Du Val’s award-winning property and facilities management division specialising in the
                                           management of Build-to-Rent and purpose-built Buy-to-Let multi-unit residential communities.

                                           IPM provides a full range of Managing Agency services on behalf of institutional and individual owners
                                           forming an integral part of Du Val’s 360-degree approach to the ownership and management of
                                           property through the lifecycle of investment.

                                           For the past three consecutive years IPM has won the Top Investment Portfolio Management Office
                                           award within the LJH network.

                                           IPM is a wholly owned subsidiary of the Du Val Group NZ Limited.

                                           9.2      Property Management Services
                                           The Fund will appoint IPM as the Property Manager of all BTR Assets on its standard industry terms
                                           and at a rate of 9% plus GST on all Rental Income. IPM takes pride in protecting and maximising the
                                           full potential of all investment property, being chiefly responsible for the letting management of all
                                           BTR Assets, covering the tenancy journey from vetting and placing tenants, vacancy management,
                                           weekly rent collection and a proactive rent arrears policy, routine inspections and maintenance
                                           programme, to post tenancy inspections and (if necessary) appearances at the Tenancy Tribunal.

                                           9.3      The IPM Team
                                           Du Val’s award-winning IPM team are trained to the highest level of NZQA standards for the New
                                           Zealand Property Management industry. The team follows robust and proven systems to ensure
                                           low levels of vacancy, zero tolerance when it comes to arrears and a high level of maintenance
                                           management. IPM understands the importance of maximising returns to Investors by balancing
                                           rental rates to achieve the best returns whilst also maintaining high occupancy.

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                                   Du Val Chief Operating Officer, Charlotte Clarke oversees each of the divisions under the Du Val
                                   umbrella. From funding and development, through to selling and post completion management,
                                   Charlotte ensures each arm of Du Val’s investment journey operates in sync and with efficiency. With
                                   an extensive career leading international businesses in property, investment and sales, Charlotte
                                   brings experience hard to come by in New Zealand’s property industry.

                                   As an experienced investor, Charlotte brings valuable insight that sets our business apart as a
                                   development company truly built for this audience.

                                   Malcolm Forsyth, Director - Malcolm has over 33 years experience in real estate. Starting in Waikato,
                                   his rich career spans sales, project management, branch management, divisional management
                                   and the shareholding of a multi-office within a New Zealand franchise covering sales & property
                                   management.

                                   In 2000 an opportunity arose in the Bay of Plenty where he ran successful offices for a second New
                                   Zealand franchise company as shareholder & Director of offices in Tauranga, Pyes Pa, Papamoa,
                                   Rotorua and Taupo. This operation covered all facets of sales and managed in excess of 1000 rental
                                   properties on behalf of landlord clients.

                                   It was in 2013 that IPM was established in Auckland, serving as a specialised property management
                                   company in conjunction with a major Auckland developer. IPM is now an award-winning Property
                                   Management company through its franchise arrangement with the LJ Hooker & Harveys brand.

                                   Malcolm has always strived to provide a satisfying and rewarding experience for all of our clients
                                   at all times and understands the responsibility of managing a client’s investment should never be
                                   underrated or treated with anything except the care and attention such a responsibility deserves.

                                   Makayla Walters, Senior Property Manager – Makayla originally joined our team as an administrator
                                   and has worked for many years as a Letting Manager, more recently taking on the role of Property
                                   Manager. Having experience in all aspects of Investment Management, she understands how each
                                   role links and relies on each of these skill sets to ensure the quality management of an investment
                                   property. Makayla is currently studying for her New Zealand Certificate in Property Management.

                                   Mackenzie Stratton, Property Management Administrator - Mackenzie joined our team only a year
                                   ago but hit the ground running and has since been a key part in assisting our team across multiple
                                   disciplines. Our ability to work efficiently and effectively is due to the skills we have across the multiple
                                   facets of property management and Mackenzie is a large part of this. Mackenzie, like others in our
                                   team have done so, is currently studying for her New Zealand Certificate in Property Management.

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