Augusta Fund - Sorted Smart Investor

 
CONTINUE READING
Augusta Fund - Sorted Smart Investor
Augusta
Fund.

PRODUCT DISCLOSURE STATEMENT FOR AN OFFER
OF UNITS IN THE AUGUSTA PROPERTY FUND

Issued by Augusta Funds Management Limited - 3 February 2020

This document gives you important information about this investment to help you decide whether you want
to invest. There is other useful information about this offer on https://disclose-register.companiesoffice.govt.
nz. Augusta Funds Management Limited has prepared this document in accordance with the Financial Markets
Conduct Act 2013. You can also seek advice from a financial adviser to help you make an investment decision.
Augusta Fund - Sorted Smart Investor
Albany Lifestyle Centre.
Augusta Fund - Sorted Smart Investor
1. KEY INFORMATION SUMMARY

1.1     What Is This?
This is an offer of units in the Augusta Property Fund (the Fund). Your money will be pooled   The costs of establishing the Fund and acquiring the Initial Properties are:
with other investors’ money and invested. Augusta Funds Management Limited (the
                                                                                               Purchase price                                                                      $143,976,591
Manager) invests the money in assets, such as the Initial Properties, and takes fees. The
assets and fees are described in this document. By investing in this scheme, you are relying   Establishment costs                                                                   $8,810,500
on the investment decisions of the Manager and returns from the assets that the scheme         Total                                                                               $152,787,091
invests in. There is a risk that you may lose some or all of the money you invest.
                                                                                               Funded by:
1.2     Who Manages This Scheme?                                                               Subscriptions                                                                      $90,000,000
Augusta Funds Management Limited is the manager of the Fund. See “About Augusta Funds          Debt                                                                                 $62,787,091
Management Limited and others involved in the Augusta Property Fund” in section 10 for         Total                                                                               $152,787,091
further details.
                                                                                               The debt will be funded by way of an interest only syndicated loan facility secured over the
                                                                                               Fund’s Assets provided by ASB and/or ICBC. To the extent there are oversubscriptions, the
1.3     What Are You Investing In?
                                                                                               amount of the debt drawn may be lower.
Prospective investors should be aware that:
                                                                                               Investment Objectives
 • This is an offer of units in a unit trust. It has been structured as a long-term
                                                                                               The Fund has a long-term investment horizon. The primary objectives of the Fund are to:
   investment vehicle. The Fund will initially invest in:
                                                                                                • provide Investors with a sustainable monthly cash distribution;
      - the Anglesea Medical Centre located on the corner of Anglesea, Tristram
        and Thackeray Streets, Hamilton; and                                                    • increase the Net Asset Value of the Fund and, as a consequence, increase the value of
      - the Albany Lifestyle Centre located at 260 Oteha Valley Road, Albany, Auckland,           Units; and

      (the Initial Properties).                                                                 • provide Investors with one-off special distributions from underwriting fees from time to time.

 • In the future, the Fund intends to acquire and hold a range of direct property              Investment Strategy
   investments and other indirect property investments providing diversification by            The Fund will invest in property, either directly or indirectly, to generate a stable income
   property, sector, geographic location and tenancy mix. The Manager intends to issue         stream to support the Fund’s monthly distribution over time.
   another PDS and to make a continuous offer of Units later in 2020. The continuous offer
   will allow the Fund to accept subscriptions from Investors throughout the year and
   the Fund will use the capital raised to acquire further property investments.

                                                                                                            Product Disclosure Statement - For an offer of units in the Augusta Property Fund      1
Augusta Fund - Sorted Smart Investor
1. KEY INFORMATION SUMMARY (CONT.)

    1.4   Key Terms of the Offer                                                             1.5    How You Can Get Your Money Out
                                                                                             As at the date of this PDS, the Units are not redeemable.
    Products on Offer       Units in the Fund
    Price per Unit          $1.00 per Unit                                                   Under the Trust Deed, from July 2021 or such later date as determined by Manager, the Fund
                                                                                             may offer monthly redemptions of Units. Further information on redemptions is set out in
    Number of Units         90,000,000 Units. Oversubscriptions of up to 5,000,000
                                                                                             section 4 “Terms of the Offer” on page 40.
                            Units may be accepted.
                                                                                             Your investment in these Units can be sold but there is no established market for trading these
                            To ensure it maintains a 10% holding in the Fund, Augusta
                                                                                             financial products. This means that you may not be able to find a buyer for your investment.
                            Capital, the Manager’s parent, will subscribe for a
                            minimum of 9,000,000 Units.
                                                                                             1.6    Key Drivers of Returns
    Opening Date            12 February 2020
                                                                                             The key current and future aspects of the Fund that will or may, have an impact on the Fund’s
    Closing Date            20 March 2020
                                                                                             financial performance (and the key strategies and plans for those aspects) are:
    Subscriptions           Units available in multiples of 1,000 with a 10,000 Unit
                            ($10,000) minimum investment in regards to this Offer.            • Interest rates: Interest expense incurred by the Fund as a result of bank borrowings is
    Minimum Holding         Transfers and redemptions will not be processed if these            a material expense for the Fund. Interest rates consist of a base rate and a margin. On
                            result in an Investor holding less than 10,000 Units.               establishment, base rates will be floating and margins will be fixed under the syndicated
                                                                                                loan facility until expiry of the initial loan term or when the loan is refinanced. The Manager
    Cash Distributions      Monthly, by the 20th of each month, paid in arrears. See
                                                                                                will manage the interest rate management strategy throughout the life of the Fund as
                            page 42 for more details.
                                                                                                described on page 20.
                            The first distribution payment will be paid by 20 May 2020.
                                                                                              • Rental income and occupancy: Increases in the Fund’s income will be driven by rent review
                            In addition, the Manager intends to make special                    provisions in the various leases across the Fund’s property portfolio, as well as either
                            distributions after the receipt of underwriting fees (if any).      retention of tenants on lease expiry or leasing vacant space to new tenants. There are also
    Underwrite              Fully underwritten.                                                 various market rent reviews across the leases, either at fixed periods during a lease or on
    Offer to investors      This Offer is only being made to potential investors in New         renewal. There is no guarantee of rental increases.
                            Zealand and Australia.                                            • Capital Growth: The change in value of a Unit is tied to the change in value of the Fund’s
                                                                                                assets and the Fund’s debt. The value of the Initial Properties, Current Authorised
                                                                                                Investments, and Proposed Authorised Investments (see page 8) will be influenced by
                                                                                                multiple factors, including the property market, capital expenditure, changes in rental
                                                                                                paid by tenants and the remaining term of the leases of the properties.

                                                                                              • Underwriting: Using the Fund’s balance sheet for underwriting has the potential to
                                                                                                generate income for the Fund.

2
Augusta Fund - Sorted Smart Investor
1.7    Augusta Property Fund’s Financial Information                                                The prospective financial information included in this PDS has been extracted from prospective
                                                                                                    financial statements prepared in accordance with Financial Reporting Standard 42: Prospective
 Gearing Ratio                                                                                      Financial Statements (FRS 42), which are available on the Offer Register. The prospective
                                                                                                    financial statements have been subject to a limited assurance engagement and an Independent
 On acquisition of the Initial       43%               The “gearing ratio” tells you how much
                                                                                                    Limited Assurance Report issued by PwC a copy of which is also included on the Offer Register.
 Properties and issue of the Units                     the Fund owes (debt) as a portion
 at 31 March 2021                    43%               of what it owns (assets, including
                                                                                                    Valuation
                                                       cash). The higher the gearing ratio,
 at 31 March 2022                    43%                                                            Each of the Initial Properties was independently valued on an “as is” basis as set out below:
                                                       the greater the Fund’s exposure to risk
                                                       from movements in interest rates or the
                                                                                                     Property                         Valuation                    Date of Valuation
                                                       requirement to repay debt should it not
                                                       be able to be renewed or refinanced           Albany Lifestyle Centre          $90,000,000                  31 October 2019
                                                       on expiry.                                    Anglesea Medical Centre          $56,700,000                  13 November 2019
 Interest Cover Ratio                                                                               The Albany Lifestyle Centre and the Anglesea Medical Centre were valued using the
 period ending 31 March 2021         3.26 times        The “interest cover ratio” tells you how     “capitalisation” and “discounted cash flow” approaches.
 period ending 31 March 2022         3.23 times        much the Fund’s net income exceeds
                                                       interest on its debt (as a multiple).
 Forecast Pre-tax                     • 5.75 cents per Unit per annum for the period ending 31
 Cash Return                            March 2021; and

                                      • 5.75 cents per Unit per annum for the period ending 31
                                        March 2022.

                                     The above forecast pre-tax cash returns do not include one-
                                     off special distributions arising out of underwriting income
                                     which are forecast to be 0.17 cents per Unit per annum.
                                     These returns are not guaranteed. The actual distribution
                                     rates may vary.
Further information about how the gearing ratio and interest cover ratio are calculated and
serviced is included on page 52.

                                                                                                                 Product Disclosure Statement - For an offer of units in the Augusta Property Fund   3
Augusta Fund - Sorted Smart Investor
1. KEY INFORMATION SUMMARY (CONT.)

    1.8    Key Risks of This Investment                                                                  1.9    What Fees Will You Pay?
    Investments in managed investment schemes are risky. You should consider whether the                 The table below summarises the fees and expenses that the Fund will be charged. Further
    degree of uncertainty about the Augusta Property Fund’s future performance and returns is            information about fees is set out in section 8 “What are the Fees?”.
    suitable for you. The price of these Units should reflect the potential returns and the particular
    risks of these Units. The Manager considers that the most significant risk factors that could         Establishment Costs
    affect the value of the Units are:                                                                    Manager and associated persons’ fees on establishment of the Fund
                                                                                                          Manager’s offeror fee                          $3,500,000
     • Changes in interest rates – The return to Investors is subject to interest rate variations on
       the Fund’s borrowings (refer to page 36 for a summary of its borrowings). Interest rate            Augusta Capital’s underwrite fee               $330,000
       movements are unable to be accurately predicted. To manage this risk, at establishment,            Manager and associated persons’ aggregate      $3,830,000
       the Manager intends to transact interest rate swap agreements that effectively fix the             fees for establishment of the Fund
       interest rate on 50% of the Fund’s long-term drawn debt forecast for a period of up to             Other fees for establishment of the Fund
       four years.                                                                                        Brokerage fees*                                $1,417,500
     • Mitre 10 Default – 23% of the Fund’s rental income is derived from Mitre 10 (the anchor            Other underwriters fees                        $2,100,000
       tenant for the Albany Lifestyle Centre). If Mitre 10 were to suffer significant financial          Legal fees                                     $497,500
       problems, any failure to pay rent and any consequential vacancy and re-letting costs would
                                                                                                          Investigating accountant fee                   $90,000
       have a material detrimental impact on the ability of the Fund to pay returns to Investors
       and/or for Investors to recoup their original investment. The Manager considers the tenant         Valuation fees                                 $45,150
       covenant provided by Mitre 10 to be strong.                                                        Chattels valuation fees                        $40,750
                                                                                                          Building inspection fees                       $95,500
    This summary does not cover all of the risks. You should also read section 7 “Risks to returns
    from the Augusta Property Fund” on page 53.                                                           Supervisor                                     $10,000
                                                                                                          Marketing                                      $375,000
                                                                                                          PDS liability insurance                        $27,500
                                                                                                          Bank fees and bank legal costs                 $256,600
                                                                                                          PDS and scheme registration fee and FMA levy   $5,000
                                                                                                          Registry establishment fees                    $20,000
                                                                                                          Other fees for establishment of the Fund       $4,980,500
                                                                                                          Total fees for establishment of the Fund       $8,810,500

4
Augusta Fund - Sorted Smart Investor
Ongoing fees and expenses (payable for the duration of the Fund)                                      TABLE OF CONTENTS
 The Manager and its associated persons’           31 March 2021 will be $4,670,088 plus GST,
 aggregate fees for the accounting periods to:     which as a percentage of net assets of the
                                                   Fund is anticipated to be 5.57%**                   1   Key Information Summary                                                1
                                                   31 March 2022 will be $803,535 plus GST,            2   What the Augusta Property Fund Invests in                              8
                                                   which as a percentage of net assets of the
                                                   Fund is anticipated to be 0.96%                     3   Key Dates and Offer Process                                            37
 Other persons’ aggregate fees and expenses        31 March 2021 will be $10,277,749 plus GST,         4 Terms of the Offer                                                       40
 (including interest expenses but excluding        which as a percentage of net assets of the
 amortised finance costs) for the accounting       Fund is anticipated to be 12.27%**                  5   How the Augusta Property Fund Works                                    44
 periods to:
                                                   31 March 2022 will be $5,425,192 plus GST,          6 Augusta Property Fund’s Financial Information                            46
                                                   which as a percentage of net assets of the
                                                   Fund is anticipated to be 6.46%                     7 Risks to Returns from the Augusta Property Fund                          53

* The brokerage fee will reduce by 1.75 cents per Unit that is issued to an underwriter under its      8 What are the Fees?                                                       60
  underwriting obligation. See page 61 for further details.                                            9 Tax                                                                      68
** Fees and expenses for the period ending 31 March 2021 include establishment costs.
                                                                                                       10 About Augusta Funds Management Limited and others involved              70
The above includes amortisation of lease incentives and leasing fees, and total project                   in the Augusta Property Fund
management fees paid.
                                                                                                       11 How to complain                                                         71

1.10 How Will Your Investment Be Taxed?                                                                12 Where you can find more information                                     73
It is intended the Fund will register to be a multi-rate portfolio investment entity (PIE).            13 How to apply                                                            74
The amount of tax you pay in respect of a PIE is based on your prescribed investor rate (PIR).
To determine your PIR go to the Inland Revenue Department’s website                                        Warning statement - Issues to Australian investors                     75
www.ird.govt.nz/toii/pir/workout. See section 9 of the PDS (tax) on page 68 for                            Glossary                                                               76
more information.
                                                                                                           Directory                                                              78

                                                                                                           Application form                                                       79

                                                                                                    Product Disclosure Statement - For an offer of units in the Augusta Property Fund   5
Augusta Fund - Sorted Smart Investor
DEAR INVESTOR

    At Augusta Funds Management, we are always thinking about how we can provide our                     The Fund is aiming to enhance returns and provide diversification through a variety of intended
    investors with opportunities for exposure to new sectors and creating new ways of investing in       investment types (subject to the Manager applying for and being granted the Licence Variation
    traditional sectors, whilst taking a risk-based approach. We continue to be selective, focusing      to allow it to invest in certain types of investments described on page 8 of this PDS. There is no
    on long term sustainability of returns and protecting and growing the value of                       guarantee that the Licence Variation will be received.) The prospective financial information for the
    your investment.                                                                                     Fund is based on the investment in the initial two properties and has also assumed the Fund will
                                                                                                         underwrite $6 million of offers per annum in the first two years.
    Our latest fund, the Augusta Property Fund (the Fund), has been created with the intention
    of providing investors with exposure to a variety of property investments within the one             The Fund intends to invest in the following types of investment:
    investment vehicle, aimed at mitigating the risks to both capital and cashflow that can be
                                                                                                          • Additional directly owned property acquisitions which will provide potential upside in the
    associated with property ownership. The Fund aims to provide access to various property
                                                                                                            future – a Licence Variation is not needed for these acquisitions;
    sectors (for example retail, commercial, industrial, medical) and strong performing property
    locations along with various property investment types.                                               • Underwrite arrangements for future Augusta Group offerings, potentially resulting in additional
                                                                                                            distributions to investors not included in the monthly distributions forecast at a pre-tax
    Your investment will be underpinned by the direct ownership of properties, providing a
                                                                                                            return of 5.75 cents per Unit per annum. Historically, all Augusta Group investments have
    stable income stream. Monthly distributions are forecast at a pre-tax return of 5.75 cents per
                                                                                                            been underwritten. This means that should there be a shortfall at an offer’s closing date the
    Unit per annum along with the potential for longer term capital growth.
                                                                                                            underwriter will subscribe for the amount of the investment still available, therefore ensuring
    The initial two directly owned assets of the Fund provide exposure to large format retail, office,      the investment will still proceed. The underwriter receives a fee for this service. The intention
    medical, and food and beverage sectors through 40 tenants.                                              is that Augusta Property Fund will participate in this investment strategy. These distributions
    Albany Lifestyle Centre, Auckland. A large format retail hub with a desirable mix of twelve             would be made to investors as underwrite opportunities arise and are forecast to enhance the
    established tenants anchored by New Zealand’s leading home improvement retailer Mitre 10                annual return to 5.92 cents per Unit per annum. Underwriting does not necessarily require a
    Mega with an initial lease term through to 2033. In addition to Mitre 10, there are nine well           Licence Variation; and
    known large format retail tenants including, Freedom Furniture and Danske Møbler, which               • Co-investment, this encompasses shared investment structures including investments in
    along with the office components provide a diversified income exposure. Well located on a               other property investment entities and external and associated listed and private companies
    substantial high profile 1.8 hectare site with three road frontages and easy motorway access, it        where beneficial for the Fund – a Licence Variation will be required to invest in some of
    also benefits from growth and development around the Albany Town Centre (see page 12). We               these structures.
    believe that large format retail is a stable sector of the retail market.
                                                                                                         All future investments by the Augusta Property Fund, whether directly owned assets, or other
    Anglesea Medical Centre, Hamilton. One of New Zealand’s largest private health care
                                                                                                         property investment entities, will be strategically selected for their ability to contribute to the
    complexes, Anglesea Medical Centre is home to 28 tenants, and is in our opinion, one of New
                                                                                                         diversification, yield, capital growth and liquidity.
    Zealand’s premier health care centres. A key feature of the property is the well-established top
    10 tenants who account for 68% of the annualised rental income commitment to the property            Augusta Capital will be the cornerstone investor in the Fund, initially holding a minimum of 10% of
    having been operating from the site for 10-27 years. The 2.4 hectare site contains three main        the Units on offer aligning Augusta’s interests with the investors and providing a significant incentive
    buildings and benefits from three road frontages. It’s home to many of the Waikato’s leading         to ensure the strong performance of the Fund.
    private medical tenants including the only private facility in the broader Hamilton area with the
    right to operate a 24-hour accident and emergency (A&E) centre (see page 14).

6
Augusta Fund - Sorted Smart Investor
For those new to Augusta Funds Management, the Augusta Group has approximately NZ$2 billion of assets
under management across New Zealand and Australia. The Augusta Group has vast experience and a
strong track record in establishing and managing successful single asset and multi-asset shared ownership
structures. We focus on quality assets with strong fundamentals such as location, lease terms, and strong
tenant covenants.

Augusta Capital has recently entered into an agreement with Centuria Capital Group who is proposing
to make a takeover offer for all of Augusta Capital’s shares. If Centuria Capital Group’s takeover offer is
successful, we (Mark Francis and Bryce Barnett) have agreed to enter into three year employment agreements
with Augusta Capital to ensure continuity of business leadership. There is no guarantee that the takeover will        Mark Francis
be successful. If it is, Augusta Capital (and the Manager) will also become subsidiaries of Centuria Capital          Managing Director
Group. Centuria Capital Group is an ASX-listed specialist investment management company with A$7.3 billion
of assets under management, 35 years’ experience and a market capitalisation of approximately A$1 billion.

The Independent Directors of Augusta Capital have agreed to unanimously recommend the acquisition. Augusta
Capital Independent Chair Paul Duffy’s NZX announcement notes that this “expansion strategy (is) designed to
bring a range of new opportunities to market for local investors” and “Importantly, there is a natural alignment
on strategy and values between our two organisations. If the Takeover meets the necessary approvals I believe
Centuria Capital Group will bring added capability to support the launch of new investment offerings over the
                                                                                                                                                                                         Anglesea Medical Centre.
coming years, which our longstanding investors would continue to benefit from.”

As with Augusta Funds Management’s recent multi-asset fund offerings, investment in Augusta Property Fund
is available in multiples of $1,000 (with a minimum investment of $10,000). We believe this lower entry point
increases accessibility for investors whilst also allowing our larger investors flexibility in the quantum of their   Bryce Barnett
investment. Our wide range of investors includes those with the minimum ($10,000) right through to many               Executive Director
with several million dollars invested across several offerings.

We are truly proud of the establishment of the Augusta Property Fund and its alignment with our investment
philosophy. In this time of low bank deposit rates, the demand for investments with sustainable returns,
quality fundamentals and importantly, an established manager, continues to increase. We expect very strong
interest in this opportunity.

This PDS contains important information about this offer. We encourage you to read the PDS carefully and
consider in particular section 7 on “Risks to Returns from the Augusta Property Fund” before making your
investment decision.

We look forward to investing with you in the Augusta Property Fund.

                                                                                                                                                                                           Albany Lifestyle Centre.

                                                                                                                            Product Disclosure Statement - For an offer of units in the Augusta Property Fund         7
Augusta Fund - Sorted Smart Investor
2. W
        HAT THE AUGUSTA PROPERTY FUND INVESTS IN

                                                                                                         Current Authorised Investments
     In this section, you will find information on:                                                      The authorised investments, as at the date of this PDS, are:

     • the key features of the Fund;                                                                      • Directly-owned real estate;

     • factors that may affect the financial performance of the Fund and Investors’ returns;              • Interests in property managed investment schemes;

     • how the Fund is managed;                                                                           • Interests in property managed funds;
                                                                                                          • Underwriting of property managed investment schemes’ and property managed funds’
     • the acquisition of the Initial Properties; and
                                                                                                            capital raising;
     • the borrowing sources of the Fund.                                                                 • Cash;
                                                                                                          • Derivatives; and
    Key Features of The Scheme (Fund)                                                                     • Other assets arising in connection with the above,
    The key features of the Fund are set out below.                                                      (the Current Authorised Investments).

                                                                                                         The Manager intends to apply for a Licence Variation to allow the Fund to invest in the
    Statement of Investment Policy and Objectives and
                                                                                                         following investments:
    Investment Strategy
                                                                                                          • Interests in property companies;
    The Manager has adopted a Statement of Investment Policy and Objectives (SIPO) for the Fund
    which sets out the:                                                                                   • Interests in listed property vehicles;
     • investment policies, objectives and strategies for the Fund in respect of the Manager’s            • Underwriting of other property entities’ capital raisings, including property companies and
       investment in the Initial Properties and Current Authorised Investments; and                         listed property vehicles;

     • policies the Manager will apply in respect of its management and its investment                    • Debt securities;
       performance monitoring benchmarks.                                                                 • Interests in operating businesses associated with or connected to directly owned real estate
    The Fund has been established to hold a diversified portfolio of property investments in New            acquired by the Fund;
    Zealand and Australia. Initially, the Fund will invest in properties either directly or indirectly    • Loans to entities in which the Fund holds or intends to hold an equity investment in; and
    through holdings in managed investment schemes/funds. The Fund may also act as an
    underwriter for managed investment schemes’ and managed funds’ capital raising.                       • Other assets arising in connection with the above,

                                                                                                         (the Proposed Authorised Investments).
    Investment Strategy
    The Fund will invest in property, either directly or indirectly, to generate a stable income
    stream to support the Fund’s monthly distribution over time. Underwriting positions will be
    taken to enhance returns. The Fund intends to hold a range of property investments providing
    diversification by property, sector, geographic location and tenancy mix.
8
Investment Objectives                                                                            • Conflicts of Interest: The Manager maintains a conflicts of interest policy that governs the
                                                                                                   way conflicts and related party transactions are managed. Conflicts are dealt with on arm’s
The Fund has a long-term investment horizon. The primary objectives of the Fund are to:
                                                                                                   length commercial terms. Each director and employee has an obligation to act in the best
 • provide Investors a sustainable monthly cash distribution;                                      interests of Investors.
 • increase the Net Asset Value of the Fund and, as a consequence, increase the value of        Investment Committee
   Units; and                                                                                   An Investment Committee will be established during 2020 to provide oversight of the
 • provide Investors with one-off special distributions from underwriting fees from time        investment strategy of the Fund and to ensure that the acquisition and disposal of the Fund’s
   to time.                                                                                     assets are made in accordance with the investment strategy and the Fund’s SIPO.

Investment Policies                                                                             The Investment Committee will consist of three members. The Chair of the Investment
The key policies of the Manager in respect of implementing the above investment objectives      Committee will be independent. The Investment Committee may appoint or remove its
and strategy are set out in the SIPO, being:                                                    members by unanimous resolution. The Chair and members of the Investment Committee will
                                                                                                be appointed post establishment of the Fund.
 • C
    ash flow management: The Manager will manage the Fund’s cash flow and hold liquidity
   reserves in such a way as to not cause undue risk or expense to the Fund by incurring only   The SIPO may be amended by the Manager following consultation with the supervisor of the
   costs that are deemed appropriate and reasonable, maintaining and regularly reviewing        Fund, Covenant Trustee Services Limited.
   a cash flow budget to allow early identification of potential problems and maintaining       A full copy of the SIPO is available on the Scheme Register at https://disclose-register.
   discretion to offer redemptions and issue Units. Particular circumstances set out in the     companiesoffice.govt.nz by searching “Augusta Property Fund” under “search schemes”.
   SIPO may result in an increase or decrease in distributions.

 • Interest cover: Maintained at not less than two times the interest expenses (the Fund’s
    income is at least two times the Fund’s interest expense).

 • H
    edging/interest rate policy: The main expense of the Fund will be interest on its bank
   borrowings. The Manager will actively manage the Fund’s rates by adopting the strategies
   described on page 20.

 • Gearing: The Fund has a long-term gearing target of up to 45%, but with the ability
   to increase gearing above this level on a short-term basis to facilitate acquisitions,
   redemptions and fund underwriting if called. The maximum allowable loan amount is 55%
   of the aggregate value of the Fund’s assets (calculated on a Look-Through basis).

 • Valuation: The Fund’s directly held properties will be valued on 31 March 2021 and at
   least annually thereafter. Valuations will be managed in line with the Manager’s
   valuation policies.

                                                                                                            Product Disclosure Statement - For an offer of units in the Augusta Property Fund     9
2. W
            HAT THE AUGUSTA PROPERTY FUND INVESTS IN (CONT.)

        Initial Properties
                                                                                                                                                  15 Year Lease Expiry Profile
                                                                                                                                                                                                                                                                                          23%

                                                                                                                                                                                                     15%

                                                                                                10%                         11%
                                                                                                                                             9%
                                                                                                                                                                                       8%
                                                                     4%                                                                                                   5%
                                                                                    2%                           3%                                        3%                                                        3%                           3%
                                                                                                                                                                                                                                                                1%
                                                                                                                                                                                                                                    0%                                       0%                       0%
                                                                       e              *            21                                                                                                                                            31
                                                                    rit             20                           22            23            24            25            26            27            28              29            30                          32            33         r3
                                                                                                                                                                                                                                                                                          4              35
                                                                rw             ar             ar            ar            ar            ar            ar            ar            ar            ar              ar            ar            ar            ar            ar            a             ar
                                                             de             1M            31M            1M            1M            1M            1M            1M            1M            1M            1M              1M           31M            1M            1M            1M            1M
                                                           Un              3                            3             3             3             3             3             3             3             3               3                           3             3             3             3
                                                      or
                                                    nd
                                                 Ve             * Includes month-to-month tenancies.

                                 Largest 10 Tenants (Current Annual Rent)                                                                                                                                                       Tenancy Industry Mix (Current Annual Rent)
                                                                                                                                                                                                                 Food & Beverage
                                                                                                                                                                                                                       1%
                                                                                                                                   Mitre 10                                                                                   Other                                                                           Medical/Healthcare
                                       Other                                                                                   (New Zealand) Ltd                                                                               2%                                                                                    32%
                                       30%                                                                                           23%
                                                                                                                                                                                                              Professional Services
                                                                                                                                                                                                                       2%
                                                                                                                                                                                                              Home Appliances
                                                                                                                                                                                                                   3%
                                                                                                                                                                                                          Vendor Underwrite
                      Pharmacy at                                                                                                                                                                                4%
                      Anglesea Ltd
                          3%                                                                                                                      EROAD Ltd
               Anglesea Clinic Accident                                                                                                              8%                                                         Transportation
                   and Medical Ltd                                                                                                                                                                                Technology
                                                                                                                                                                                                                     8%                                                                                              Furniture &
                         3%                                                                                                                                                                                                                                                                                          Homewares
              PK Extreme Ltd                                                                                                                                                                                                                                                                                            25%
     (100% Albany Extreme Appliances)                                                                                                   Freedom Furniture
                    3%                                                                                                                   New Zealand Ltd
                             Danske Møbler Ltd
                                    4%                                                                                                        8%
                                                                                                                                                                                                                                              Hardware &
                                                                                                                      Pathology Associates Ltd                                                                                              Building Supplies
                                     Hunter Retail Ltd                                                                          7%
                                           5%                                                                                                                                                                                                      23%
                                                                    Hamilton Radiology Ltd
                                                                             6%

                    The Freedom Furniture New Zealand Ltd lease is assigned from Steinhoff Asia Pacific Ltd on 1 April 2020.
10                             The above graphs use Freedom Furniture New Zealand Ltd rent as at 1 April 2020.
Tenancy Type (Current Annual Rent)

                                                         Large Format
                                                            Retail
                                                             52%

       Specialty Retail
             1%

       Food & Beverage
             1%
       Vendor underwrite
              4%

                           Office
                            11%
                                                        Medical/Healthcare
                                                               31%

          Next Rent Review Mechanism (Current Annual Rent)

                   Other                                 CPI
                    2%                                  37%
         Expiry
          1%
Month-to-month
  tenancies      Vendor
      1%       underwrite
                  4%

       Right of renewal
              8%

                                                            Market
                  Fixed increase                             32%
                       15%

                                                                                                                                Albany Lifestyle Centre - EROAD offices.

                                                                             Product Disclosure Statement - For an offer of units in the Augusta Property Fund             11
2. W
         HAT THE AUGUSTA PROPERTY FUND INVESTS IN (CONT.)

                                                             260 Oteha Valley Road, Albany, Auckland

     Albany
     Lifestyle
     Centre
     Large format retail centre with 12 tenants
     anchored by Mitre 10 Mega with a lease term
     of more than 13 years remaining
       See photo gallery on pages 38-39

                                                                                                  Boundary lines indicative only.

       12          8.15       100%        26.7K    616
     TENANTS       WALT     OCCUPANCY NLA (sqm)   CARPARKS

12
The Albany Lifestyle Centre comprises an integrated three level large format retail centre          tenants to the area, further cementing Albany as the North Shore’s pre-eminent shopping
originally constructed in 2007. With 12 established tenants, including office users, the property   destination benefitting Albany Lifestyle Centre. Albany is the primary retail hub for an area
provides diversified income streams. Presented to a modern standard, the property is 100%           population of 398,900. Other neighbouring properties include new apartment development
occupied with 26,686.70 sqm of net lettable area and approximately 616 carparks situated on-        Rose Garden, PAK ‘N’ SAVE, Ramada Hotel, North Harbour Stadium (formerly QBE Stadium)
site, over multiple levels.                                                                         within the 23-hectare North Shore domain along with multiple other smaller commercial
                                                                                                    developments, providing convenience and service based retailing. It has also recently been
The Tenants                                                                                         announced that Asset Plus Limited (an NZX listed company also managed by the Manager) will
The lower level is occupied by New Zealand’s leading home improvement and garden retailer,          develop a new six level office building across from the Albany Lifestyle Centre with Auckland
Mitre 10 Mega, and is one of their largest stores in the country. Mitre 10 Mega has a 15-year       Council to occupy approximately two-thirds of the building on a 15 year lease.
lease term from 1 May 2018 with potential for annual rental growth, and rights of renewal
                                                                                                    Overall, the centre is situated in a desirable North Shore location and in close proximity to
providing a final lease expiry date of 30 April 2048. Most of the Mitre 10 Mega store is located
                                                                                                    major roading and public transport infrastructure.
within the Albany Lifestyle Centre, with a part of the store comprising a garden centre and a
café located on the adjoining property, which is currently owned by a company associated with       Features of the Albany Lifestyle Centre
the Albany Mitre 10 Mega franchise (and does not form part of the Albany Lifestyle Centre).
                                                                                                    General construction comprises precast concrete columns and beams, reinforced concrete
Level 1 comprises nine large format retail premises leased to well-known international and          floors, precast concrete wall panels, rooftop carparks and metal profile roofs. The Mitre 10
national brands including Freedom Furniture, Danske Møbler and Hunter Furniture. The office         Mega premises is accessed directly from Oteha Valley Road as well as a large area of under
accommodation on Level 2 is leased to NZX (the operator of New Zealand’s Stock Exchange)            cover parking. The Mitre 10 Mega premises is divided into a bulk timber and a main trade area
and EROAD, the NZX-listed transport technology and services company.                                which includes an internal mezzanine retail area accessed by an escalator and elevator. A lift
                                                                                                    provides access to all levels of the centre. The mid-level retail is U-shaped around a central
This desirable tenant mix provides a current Weighted Average Lease Term of 8.15 years by
                                                                                                    carpark and provides a total of approximately 10,233 sqm of accommodation. The level two
income. Further details of the material Leases and the Tenants are set out at pages 22 to 25.
                                                                                                    offices provide approximately 2,728 sqm of lettable area.
Location
                                                                                                     Purchase Price         $88,976,591 plus GST (if any)
The Albany Lifestyle Centre is well located on a large 1.8ha high profile site, benefitting from
                                                                                                     Valuation              $90,000,000 plus GST (if any) (as at 31 October 2019)
three road frontages totalling 460 metres. Situated only a short distance from the six lane
Northern Motorway (State Highway One), multiple access ramps in both directions enable               WALT                   8.15 years (as at 31 January 2020)
favourable access to the centre. The property is a short walk to the Park and Ride Albany            Occupancy              100%
Station, which is a large bus interchange, connecting the suburb with the Auckland CBD and           Land area              Approximately 18,348 sqm
surrounding areas. Frequent express bus services are available nearby.                               NLA                    Approximately 26,686.70 sqm
Surrounding developments in the immediate vicinity include Westfield Albany where owner              Seismic                100% A+
Scentre Group has indicated they will “lodge a development application for a proposed
redevelopment of Westfield”, estimated at $500 million, which could attract further big name

                                                                                                                 Product Disclosure Statement - For an offer of units in the Augusta Property Fund   13
2. W
         HAT THE AUGUSTA PROPERTY FUND INVESTS IN (CONT.)

                                                                       Corner of Anglesea, Tristram and
                                                                       Thackeray Streets, Hamilton

     Anglesea
     Medical
     Centre
     Waikato’s largest private Medical
     Complex with 28 established tenants
     The largest ten tenants (68% of the annualised rent)
     have been in occupancy for 10-27 years

       See photo gallery on pages 38-39
                                                                                                          Boundary lines indicative only.

        28          4.36         89%         12.6K           ~375
     TENANTS         WALT     OCCUPANCY NLA (sqm)           CARPARKS

14
The Anglesea Medical Centre is the largest private medical complex in Waikato with a net                           Location
lettable area of 12,573.2 sqm. The majority of the 28 tenants are medical and healthcare
                                                                                                                   Anglesea Medical Centre is located in Hamilton’s CBD and is surrounded by major transport routes.
service providers, with the low reliance on any one tenant providing diversification of
                                                                                                                   Of note is the property’s close proximity to Waikato’s primary public hospital, only 2km away.
the income stream. The large 24,383 sqm freehold site features three main buildings
– Anglesea Clinic, Symmans House and John Sullivan House – as well as other smaller                                The property is surrounded by a range of other commercial operations including a five storey paid
buildings, associated land and 375 carparks.                                                                       car park, three storey office block, “big box” retailers and motor vehicle dealerships. The three
                                                                                                                   street frontages on Thackeray Street, Tristram Street and Anglesea Street provide three main
The comprehensive private medical services offered at the property include pathology,
                                                                                                                   entrance points enhancing public accessibility. Tenant car parking is accessed through a separate
radiology and a broad range of specialist services. It is the only private facility in the
                                                                                                                   entry on Clarence Street.
broader Hamilton region with the right to operate a 24-hour accident and emergency
(A&E) clinic.                                                                                                      The location provides flexible local zoning permits with a broad range of potential uses and building
                                                                                                                   heights (restrictions of 16-20m). There is relatively low site cover at the property with ground floor net
The Tenants                                                                                                        lettable area representing approximately 30% of total site area. Both of these points bode well for any
Of the 28 tenants (excluding the Anglesea Medical Centre Vendor rental underwrite), almost                         future redevelopment opportunities.
90% of the annualised rent is from medical/healthcare service providers. Demand for private
medical services in Waikato is expected to remain strong driven by continued population and                        Features of Anglesea Medical Centre
economic growth, constraints on the public health sector and an ageing population.                                 Established as a Medical Centre in 1992 the site has been incrementally developed over time. The most
                                                                                                                   recent developments include the new café/retail block in 2017 and the pharmacy extension in 2018.
A key feature of the property is the tenants’ commitment to the site and location with the
top ten tenants for the property accounting for 68% of the annualised rent and having                              The Anglesea Medical Centre is made up of three main buildings and features 375 car park spaces.
tenures of between 10 and 27 years at the Anglesea Medical Centre. The property has a
                                                                                                                    Purchase Price    $55,000,000
WALT of 4.36 years (as at 31 January 2020).1
                                                                                                                    Valuation         $56,700,000 (as at 13 November 2019)
Flagship tenants include;                                                                                           WALT              4.36 (as at 31 January 2020)
a) Anglesea Clinic Urgent Care – Hamilton’s leading private A&E with an exclusive                                   Occupancy         89% (excluding vendor underwrite)
   licence to operate 24/7;                                                                                         Land area         24,383 sqm (more or less)
                                                                                                                    NLA               Anglesea Clinic                   3,873.9 sqm
b) Pathlab - One of New Zealand’s largest pathology service providers. Pathlab’s
   Anglesea Medical Centre facility is one of the most advanced laboratories in the                                                   Symmans House                     6,973.1 sqm
   southern hemisphere;                                                                                                               John Sullivan House               1,726.2 sqm
                                                                                                                                      Total                             12,573.2 sqm
c) Hamilton Radiology - A long-standing private radiology practice which operates in eight                          Seismic           Anglesea Clinic                   40% (see pages 30 and 54 regarding the
   locations in Waikato. Anglesea Medical Centre is Hamilton Radiology’s main facility;                                                                                 Anglesea Medical Centre Vendor’s liability to the
d) Fertility Associates - The only provider of public and privately funded treatment in the                                                                             Fund, seismic upgrading works on part of the
   Waikato region;                                                                                                                                                      Anglesea Clinic and the risks associated with
                                                                                                                                                                        these works)
e) Anglesea Pharmacy - One of Anglesea Medical Centre’s founding tenants. Anglesea                                                    Symmans House                     70-100%
   Pharmacy provides a full dispensary and general medical service.                                                                   John Sullivan House               100%
1 The centre office, and vacant units that are earmarked for demolition at the Anglesea Medical Centre under the
  Anglesea Medical Centre Vendor’s proposed redevelopment plan, are excluded from the calculation of property
  metrics and the rental underwrite described in further detail on page 31.                                                        Product Disclosure Statement - For an offer of units in the Augusta Property Fund            15
2. W
         HAT AUGUSTA PROPERTY FUND INVESTS IN (CONT.)

     Management of the Fund                                                                               Name                  Bio                                               Role
     The Fund will be managed by the Manager. Day-to-day facilities and property management               Bryce Barnett         Bryce’s career started as a Chartered             Bryce will, in conjunction
     services for the Properties will be provided by Bayleys Property Services Limited. The Manager       Chartered             Accountant for the Inland Revenue before          with Mark and Joel
     will, as part of its role as manager of the Fund, monitor Bayleys’ compliance with its facilities    Accountant, FCA,      becoming Chief Accountant of the Moller           Lindsey (referred to
     and property management obligations. When the Manager is acting as a manager of the Fund             F.PINZ, MNZM          Group of Companies. Bryce has held executive      below), oversee all
     it has a duty to act in the best interests of the investors in the Fund.                                                   positions including Managing Director within      aspects of the Fund and
                                                                                                                                publicly listed and private companies each        the Initial Properties
     For details on how the Manager will deal with conflicts of interest refer to “Conflicts of
                                                                                                                                with a strong emphasis on property. Bryce         as part of his role
     Interest” on page 9.
                                                                                                                                went on to form his own company, KCL              overseeing all Augusta
     The key personnel of the Manager who will be responsible for managing the Fund and the                                     Property Limited in 1994, which was acquired      schemes.
     Properties are:                                                                                                            by Augusta Capital in 2014. His property
                                                                                                                                experience over the last 47 years includes
      Name                  Bio                                               Role                                              commercial, industrial, large format retail and
      Mark Francis          Mark is the Managing Director of Augusta          Mark will, in conjunction                         residential development and investment in
      BCom (Fin)            Capital. Mark has a Bachelor of Commerce          with Bryce Barnett and                            New Zealand and Brisbane, Australia. In 2017,
                            in finance from the University of Otago and       Joel Lindsey, oversee                             Bryce was awarded a Chartered Accountants
                            a background in finance and property in           all aspects of the Fund                           Fellowship and is a Member of the New
                            roles with Hendry Hay MacIntosh, Force            and its Assets as part of                         Zealand Order of Merit for recognition of his
                            Corporation Limited and Village Roadshow          his role overseeing all                           contribution to governance and philanthropy.
                            Australia Pty Limited. Mark formed Augusta        Augusta schemes.
                                                                                                          Joel Lindsey          Joel is the Chief Operating Officer of            Joel will, in conjunction
                            Group Limited in 2001 and began property
                                                                                                          BProp (Real Estate)   Augusta. Prior to his return to New Zealand       with Mark and Bryce,
                            syndication through the Manager in 2003.
                                                                                                          / BA (Geography),     in 2014, Joel worked at Aviva Investors           oversee all aspects of
                            Mark has the largest shareholding in
                                                                                                          M.PINZ                (London) where he worked his way from             the Fund and its Assets
                            Augusta Capital. Mark has agreed to sell his
                                                                                                                                Analyst to Fund Manager and ultimately held       as part of his role
                            shareholding to Centuria Capital Group if the
                                                                                                                                the position of Senior Director – Real Estate.    overseeing all Augusta
                            takeover offer proceeds.
                                                                                                                                In that position, he was responsible for          schemes.
                                                                                                                                management of the £4 billion Aviva Life and
                                                                                                                                Pensions real estate investment portfolio. On
                                                                                                                                his return to New Zealand, Joel has worked
                                                                                                                                at Panuku Development Auckland and prior
                                                                                                                                to joining the Manager, he was its Head of
                                                                                                                                Business Development and Project Director.

16
Name             Bio                                          Role                         Name                  Bio                                             Role
Bernie Smith     Bernie became a part of the Augusta team     Bernie is a Senior Asset     Mark Madigan          Mark joined Augusta in 2018 following           Mark is a Financial
BBS (Valuation   when it acquired KCL Property in 2014.       Manager at the Manager,      BCom (Accounting      Financial Controller roles at Airwork           Controller at the
and Property     Bernie completed a Bachelor of Business      responsible for the          and Marketing)        and Property For Industry. Prior to this,       Manager and will,
Management)      Studies majoring in Valuation and Property   asset management of a        / BCom (Hons)         Mark was an Associate Director in the           in particular, be
                 Management at Massey University. Prior       number of properties in      (Accounting),         institutional banking client coverage team at   responsible for the
                 to joining KCL, Bernie managed a private     the Manager’s portfolio,     Chartered             Commonwealth Bank of Australia.                 Fund’s bank finance.
                 portfolio in Auckland.                       predominantly located        Accountant                                                            Mark is also responsible
                                                              in Hamilton, the Lower                                                                             for financial reporting,
                                                              North Island and                                                                                   compliance, tax and
                                                              Queensland, Australia.                                                                             treasury management for
                                                                                                                                                                 the Fund’s portfolio.
                                                              Bernie will be the Fund’s
                                                              fund manager and will be
                                                              responsible for the asset    Ben Harding           Ben has a Bachelor of Commerce from Otago       Ben is Augusta’s Head
                                                              management of any            BCom (Finance)        University, a Masters in Property Valuation     of Asset Management
                                                              direct properties held       and MA (Property      and Law from London City University and         and is responsible for
                                                              by the Fund, including       Valuation and         is a qualified member of the RICS (Royal        overseeing Augusta’s
                                                              Anglesea Medical Centre      Law), MRICS           Institute of Chartered Surveyors) and REAA      asset team, Bayleys
                                                              and the Albany Lifestyle                           (Real Estate Authority). Immediately prior      Property Services and
                                                              Centre.                                            to joining Augusta in 2018, Ben worked for      achieving corporate
Simon Woollams   Simon is the Chief Financial Officer of      Simon will provide                                 Stride Property where he was responsible for    objectives in relation to
BCom             Augusta. Simon joined Augusta in 2007. He    financial oversight of                             the strategic asset management of its office    asset management.
(Accounting),    is a chartered accountant and has a strong   the Fund.                                          property portfolio.
Chartered        financial background, including roles with
Accountant       BDO and ANZ Bank in the property and
                                                                                          Augusta Capital has recently entered into an agreement with Centuria Capital Group who is
                 finance teams, and has experience from
                                                                                          proposing to make a takeover offer for all of Augusta Capital’s shares. If Centuria Capital Group’s
                 the UK.
                                                                                          takeover offer is successful, Mark Francis and Bryce Barnett have agreed to enter into three year
                                                                                          employment agreements with Augusta Capital to ensure continuity of business leadership. There
                                                                                          is no guarantee that the takeover will be successful. If it is, Augusta Capital (and the Manager)
                                                                                          will also become subsidiaries of Centuria Capital Group.

                                                                                                      Product Disclosure Statement - For an offer of units in the Augusta Property Fund         17
2. W
         HAT AUGUSTA PROPERTY FUND INVESTS IN (CONT.)

     In addition to Mark Francis and Bryce Barnett (whose profiles are set out above),               Name                 Bio
     the directors of the Manager are:
                                                                                                     Kevin Murphy         Kevin became a director of the Manager on 29 March 2018. He was
      Name                 Bio                                                                       Chartered            formerly the Managing Director of TSB New Zealand (until January
                                                                                                     Accountant           2018) where he helped grow a small regional bank into the sixth largest
      Paul Duffy           Paul Duffy has over 35 years’ experience in the property investment/
                                                                                                                          retail bank in New Zealand with assets in excess of $7 billion. During
      Dip Urb Val          development industry, including CEO/executive director of DNZ Property    Independent
                                                                                                                          his time as Managing Director he also served as a director of Fisher
                           Trust (now named Stride Property) for 13 years. During his career, Paul   Director
      Independent                                                                                                         Funds, Payments NZ and the New Zealand Banking Ombudsman. Kevin
                           held the position of general manager of Fletcher Property Limited and     - Augusta Capital
      Chair                                                                                                               is a Chartered Accountant and was previously the Vice President of
                           was joint managing director of US Real Estate Subsidiaries for the Abu    Board of Directors
      - Augusta Capital                                                                                                   Chartered Accountants Australia and New Zealand (CA ANZ).
                           Dhabi Investment Authority. In this role he oversaw the formation of
      Board of Directors
                           a large real estate portfolio in the United States and Europe. Paul is                         He is currently also a director of SBS Bank and a number of its
                           currently a director of Asset Plus Limited, Leighs Construction and a                          subsidiaries, including Finance Now Limited.
                           number of other private companies.
                           Paul is the chair of Augusta Capital and the Manager.

                                                                                                     Fiona Oliver         Fiona is an experienced board member and audit committee chair. She
      Robert Mark          Mark is a professional director and corporate adviser who has worked in   LLB, BA (History)    currently holds directorships with and is audit committee chair of Tilt
      Petersen (known      the commercial property sector for the past 35 years. Initially working                        Renewables Limited, Gentrack Group Limited, BNZ Life Insurance Limited
                                                                                                     Independent
      as Mark Petersen)    as a registered valuer, Mark’s background includes development                                 and BNZ Insurance Services Limited. Fiona is also a member of the Inland
                                                                                                     Director
      Dip Urb Val          management, project management and investment management.                                      Revenue’s Risk & Assurance Committee.
                                                                                                     - Augusta Capital
                           Mark was Managing Director of NZX listed Shortland Properties Limited
      Independent                                                                                    Board of Directors   Fiona’s governance career followed her executive leadership career in
                           from 1989 to 1999. He is currently Chair of Augusta Industrial Fund
      Director                                                                                                            the financial services sector where her roles included Chief Operating
                           Limited, and is also an advisory Board member for Te Tumu Kainga, a
      - Augusta Capital                                                                                                   Officer of Westpac’s investment arm, BT Funds Management, and
                           trust administered by the Maori Trustee for the provision of affordable
      Board of Directors                                                                                                  General Manager of AMP NZ’s Wealth Management business. Fiona
                           housing. Mr Petersen commenced a role as an advisor to the Tainui
                                                                                                                          brings a specialist knowledge of investments and the capital markets as
                           Group Holdings’ Board in August 2019. He will transition to being an
                                                                                                                          well as a deep understanding of regulation and regulatory frameworks
                           Independent Director of Tainui Group Holdings in April 2020 when
                                                                                                                          in commercial and corporate law, having practiced with law firms in
                           another long-serving director is due to retire by rotation.
                                                                                                                          London and Auckland, including Chapman Tripp and Russell McVeagh.
                           Mark is a former director of Wellington Waterfront Limited, CentrePort
                                                                                                                          Fiona Oliver was a director of Wynyard Group Limited between April and
                           Limited, as well as Australian property focused private equity funds
                                                                                                                          October 2016. The company went into voluntary administration on 25
                           which were established and managed by Grant Samuel. He is a past
                                                                                                                          October 2016 and liquidation in February 2017.
                           Chair of the NZ Hockey Federation.

18
Name                 Bio                                                                              Purpose of offer and allocation of finance
 Jonathan Ross        Jonathan Ross is currently a director of the Reserve Bank of New Zealand,        The purpose of the offer is to raise sufficient funds which, together with bank borrowing, will
 BCL, BA              Marlborough Lines, Oceania Health Holdings and Rhodes Scholarships in            allow the Fund to purchase the Initial Properties and pay the establishment costs.
 (Economics and       New Zealand Limited.
                                                                                                       The money raised, together with the bank borrowings, will be allocated as follows:
 Politics), LLB
                      He has been recognised as an expert in corporate, banking, capital
 (Hons)                                                                                                 Purchase price                           $143,976,591
                      markets, derivatives, structured finance and securitisation law. Jonathan
 Independent          retired from law firm Bell Gully in February 2011 after 23 years as a partner.    (aggregate of the Initial Properties)
 Director             In June 2011 Jonathan was appointed as an inaugural member of the                 Establishment costs                      $8,810,500
 - Augusta Capital    P.R.I.M.E. Finance list of experts.                                               Total                                    $152,787,091
 Board of Directors
                                                                                                        Funded by:
                                                                                                        Subscriptions from Investors             $90,000,000
                                                                                                        Debt                                     $62,787,091
                                                                                                        Total                                    $152,787,091
                                                                                                       The debt will be funded by way of an interest only syndicated loan facility secured over
                                                                                                       the Fund’s Assets provided by ASB and/or ICBC. To the extent there are oversubscriptions,
See “About Augusta Funds Management Limited and others involved in the Augusta Property
                                                                                                       the amount of the debt drawn may be lower. The above costs relate to the SIPO as
Fund” in section 10 for further details.
                                                                                                       further described:
Prior to completion of the Centuria Capital Group takeover, the current directors of the
                                                                                                        • Purchase price of the Initial Properties: a key part of the investment strategy is to acquire
Manager are expected to remain in place. Following the takeover (assuming it is successful)
                                                                                                          the Initial Properties;
there may be changes to the current board. However, in addition to Mark Francis and Bryce
Barnett (who will remain as directors) Centuria Capital Group will ensure that the Manager              • Establishment costs (further details of which are set out in section 8 “What are
continues to have independent directors on its board of directors.                                        the Fees”):

                                                                                                           - The offeror’s fee secures the Manager’s participation in the Fund, which is necessary for
                                                                                                             the implementation of the SIPO;

                                                                                                           - The brokerage, marketing, underwriting, investigating accountant, legal and supervisor
                                                                                                             fees, PDS registration fee and FMA levy, disbursements, bank fees, registry fees and
                                                                                                             PDS liability insurance ensure the successful completion of the Offer and raising of the
                                                                                                             funds, without which the investment strategy will not be able to be implemented;

                                                                                                           - All other fees primarily relate to due diligence on the Properties and the investment in
                                                                                                             order to test whether the investment strategy is feasible.

                                                                                                                     Product Disclosure Statement - For an offer of units in the Augusta Property Fund    19
2. W
         HAT AUGUSTA PROPERTY FUND INVESTS IN (CONT.)

     On settlement of the purchase of the Initial Properties, all Investors’ capital will be applied to    Factor affecting financial performance   Strategy to address
     settle the acquisition of the Initial Properties and pay the establishment costs. The minimum
                                                                                                           Interest rates (cont.)                   The Manager will monitor the margins available in
     amount to be raised from Investor subscriptions is $90 million before Units in the Fund are
                                                                                                                                                    the market during the life of the Fund (and would
     issued. This amount is fully underwritten. The use of subscription money raised from Investors
                                                                                                                                                    consider changing lender if materially better margins
     under this Offer will not change depending on the total amount raised.
                                                                                                                                                    were available elsewhere). The Manager will manage
                                                                                                                                                    the interest rate management strategy throughout
     Factors that may affect the financial performance of the Fund                                                                                  the life of the Fund including the percentage of
     and Investors’ returns                                                                                                                         borrowings that is subject to a fixed interest rate.
     The financial performance of the Fund is closely tied to the performance of the Initial               Rental income and occupancy              The rental income received by the Fund is the
     Properties and Authorised Investments. Investors may receive the following returns in respect                                                  key source of the Fund’s income. That income is
     of their Units:                                                                                                                                forecast to grow over time due to the rent review
      • Distributions from the Fund relative to their respective Units; and                                                                         provisions in the various leases across the Fund’s
                                                                                                                                                    portfolio, as well as either retention of tenants on
      • Any gains which result from the net sale proceeds of the Assets exceeding the purchase                                                      lease expiry or re-leasing to new tenants.
        price to be paid and the establishment costs.
                                                                                                                                                    There are various rent review provisions in the
     The key factors that will affect the financial performance of the Fund and Investors’ returns,                                                 leases, either fixed, market, or CPI occurring either
     and the strategies and plans to address those factors are:                                                                                     at fixed periods during a lease or on renewal.

      Factor affecting financial performance      Strategy to address                                                                               The Manager will proactively manage the property
      Interest rates                              Interest expense incurred by the Fund as a result of                                              portfolio and tenancies.
                                                  bank borrowings is a material expense for the Fund.      Property value                           The change in value of a Unit in the Fund is tied
                                                  Interest rates consist of a base rate and a margin.                                               to the change in value of the Fund’s property
                                                  On establishment, base rates will be floating and                                                 portfolio and other investments. The value of
                                                  margins will be fixed under the syndicated loan                                                   the directly and indirectly-held assets will be
                                                  facility until expiry of the initial loan term or when                                            influenced by multiple factors including the
                                                  the loan is refinanced.                                                                           property market, changes in rental paid by
                                                                                                                                                    tenants, the remaining term of leases and
                                                  The Manager will manage the base interest
                                                                                                                                                    capital expenditure.
                                                  rate applying to the Fund’s borrowings with a
                                                  combination of short-term and long-term interest
                                                  rate derivatives and/or floating rates. The Manager
                                                  intends to transact interest rate swap agreements
                                                  after the Fund is established that fix the base
                                                  rate on 50% of the Fund’s long-term drawn
                                                  debt forecast for a period of up to four years.

20
Factor affecting financial performance       Strategy to address                                     Albany Lifestyle Centre
 Underwriting                                 The Fund may act as an underwriter of other future
                                                                                                      Property Valuation
                                              managed investment funds and other managed
                                              investment schemes, however no underwriting             An independent valuation of the Albany Lifestyle Centre has been provided by Dale Winfield
                                              opportunities have yet been identified. Such            of Jones Lang LaSalle on an “as is basis” at $90m plus GST (if any) as at 31 October 2019 in
                                              opportunities will generate additional income           accordance with current Australia and New Zealand Valuation and Property Standards. It
                                              for the Fund. If the offers being underwritten are      was prepared using both a capitalisation of net income approach and a discounted cash
                                              not fully subscribed then the Fund would need to        flow approach.
                                              acquire the units it has underwritten up to the level   Other assumptions for the valuation were made by the valuers in undertaking the valuation,
                                              of its underwrite. Those units would then be held as    and as set out in this Valuation Report. The Manager does not consider any of the assumptions
                                              assets of the Fund and earn income for the Fund.        made to be unreasonable or unusual market practice, based on its significant experience
 Future acquisitions and diversification      The Fund has a strategy to grow the Fund’s              obtaining and considering such valuation advice.
                                              portfolio following issuing a continuous issue
                                                                                                      A copy of the Valuation Report may be found on the Offer Register at https://disclose-
                                              Product Disclosure Statement after the Fund has
                                                                                                      register.companiesoffice.govt.nz by searching “Augusta Property Fund” under “search offers”.
                                              been established. However this is conditional
                                              on the Manager identifying suitable                     Sale and Purchase Agreement
                                              investment opportunities.
                                                                                                      The Custodian acting as bare trustee for the Fund will be nominated as the purchaser and
Tax will also affect Investors’ returns. The Fund intends to register as a multi-rate PIE. Further    will complete the purchase of the Albany Lifestyle Centre. The key features of the Sale and
information is contained in section 9 “Tax”.                                                          Purchase Agreement are set out below.
                                                                                                      Purchase Price:         $88,976,591 plus GST (if any)
Acquisition of Key Property
                                                                                                      Settlement:             27 March 2020
This section of the PDS summarises important information for each of the Albany Lifestyle
Centre and Anglesea Medical Centre comprised in the applicable:                                       Rental and Tenants
 • Sale and Purchase Agreement;                                                                       The total annual rental payable for the Albany Lifestyle Centre as at 31 January 2020 is
                                                                                                      estimated to be $5,707,471 plus GST per annum.
 • Leases;
 • titles for the Initial Properties and all interests registered on the titles; and                  The Manager is not aware of any of the tenants failing to meet any of their respective material
                                                                                                      obligations under their respective agreements in relation to the property.
 • the Land Information Memoranda for the Initial Properties.

                                                                                                                    Product Disclosure Statement - For an offer of units in the Augusta Property Fund   21
You can also read