INDUSTRIAL 3 0 - Sorted Smart Investor

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INDUSTRIAL 3 0 - Sorted Smart Investor
PR O D U C T D I S C LO S U R E S TAT E M E N T
                                          FO R A N O F F E R O F O R D I N A RY S H A R E S I N

                 INDUSTRIAL 3∙0

                                         I S S U E D BY OYS T E R I N D U S T R I A L L I M I T E D
                                                     O N 10 S E P T E M B E R 2 0 21

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. Oyster Industrial Limited has prepared
this document in accordance with the Financial Markets Conduct Act 2013. You can also
seek advice from a financial advice provider to help you make an investment decision.                 OY S T E R - I N D U S T R I A L . C O . N Z
INDUSTRIAL 3 0 - Sorted Smart Investor
www.oystergroup.co.nz
INDUSTRIAL 3 0 - Sorted Smart Investor
1. KEY INFORMATION SUMMARY

1.1    WHAT IS THIS?                                           Oyster Industrial’s business is managed by Oyster
                                                               Management Limited (Manager), which is a wholly-
This is an offer of ordinary shares (Shares) in Oyster
                                                               owned subsidiary of Oyster Property Group Limited.
Industrial Limited (Oyster Industrial). Shares give you
                                                               As detailed in section 2.7, the Manager manages a
a stake in the ownership of Oyster Industrial. You may
                                                               range of retail, office, and industrial assets throughout
receive a return if dividends are paid or Oyster Industrial
                                                               New Zealand, with a combined value in excess of
increases in value and you are able to sell your Shares at
                                                               NZ$2.1 billion. The Manager’s team comprises specialists
a higher price than you paid for them.
                                                               in transactions, asset and property management,
If Oyster Industrial runs into financial difficulties and is   development, and finance.
wound up, you will be paid only after all creditors have
                                                               Oyster Industrial is a limited liability company
been paid. You may lose some or all of your investment.
                                                               incorporated in New Zealand. Investors in Oyster
                                                               Industrial receive ordinary shares in this company. It is
1.2    ABOUT OYSTER INDUSTRIAL
                                                               not a ‘Managed Investment Scheme’ for the purposes
Oyster Industrial has been established with the purpose        of the Financial Markets Conduct Act 2013 and is not
of investing directly, or indirectly through subsidiaries,     required to have a Financial Markets Authority (FMA)-
in a portfolio of industrial property. Oyster Industrial’s     licensed manager or an FMA-licensed independent
wholly-owned subsidiary (Oyster Industrial Properties          supervisor to govern its investment activities.
Limited) has acquired five industrial properties –
                                                               Investor rights are set out in the Constitution of
located at 12 Harbour Ridge Drive, Wiri, Auckland,
                                                               Oyster Industrial.
101 McLaughlins Road, Wiri, Auckland, 75 Wainui
Road, Lower Hutt, Wellington, 14-16 Makaro Street,
Porirua, Wellington and 71 Westney Road, Māngere,              1.3    PURPOSE OF THIS OFFER
Auckland (Properties) and has contracted to purchase           The purpose of this Offer is to raise capital to enable
a sixth property located at 77 Westney Road, Māngere,          Oyster Industrial to purchase 77 Westney Road to add to
Auckland (77 Westney Road).                                    its portfolio of industrial properties (Industrial Portfolio).
                                                               The remaining funds required to complete the purchase
The acquisition of 77 Westney Road is a strategic
                                                               and pay the offer costs will be obtained by borrowings
purchase which will allow control of the entire site. The
                                                               from Westpac New Zealand Limited (Westpac).
combined land holding of 34,228m2 across two freehold
titles has the potential to maximise opportunities for
re-leasing, development or divestment in the future.
This acquisition aligns with Oyster Industrial’s investment
philosophy and current strategic investment objectives.

                                                                                    PRODUCT DISCLOSURE STATEMENT            1
INDUSTRIAL 3 0 - Sorted Smart Investor
1.4      KEY TERMS OF THE OFFER

    Description of the equity              Ordinary shares in a limited liability company, Oyster Industrial Limited, which is
    securities being offered               registered as a portfolio investment entity (PIE) for New Zealand tax purposes.

                                           The Shares will rank equally in all respects with other Shares in Oyster Industrial.

    Issue price                            $1.14 per share

    Total number of Shares                 16,050,000 Shares (being 17.3% of the total ordinary shares on issue
    being offered                          immediately following the issue of the Shares). Total raise of $18,297,000.

    Minimum number of Shares               50,000 Shares and thereafter, in multiples of 50,000 Shares.
    that may be applied for¹

    Maximum number of                      No Investor (including associated interests) may hold more than 19.99% of the
    Shares that may be held by             proposed post-issue total number of Shares, unless the Investor is a qualifying
    any Investor¹                          investor (such as another PIE) to ensure Oyster Industrial maintains its PIE
                                           status. If all the Shares are issued the maximum holding is 18,550,720 Shares.

    Underwrite                             This Offer is fully underwritten. Wyborn has underwritten $15,800,000, with the
                                           Manager underwriting a further $2,500,000. The total underwrite is $18,300,000.

    Minimum and maximum                    This Offer is fully underwritten, there is no minimum amount of equity that
    amount of equity to be raised¹         needs to be raised for this purchase.

                                           The maximum amount to be raised is $18,297,000 (16,050,000 Shares).

    Expected return rate                   4.61% per annum (5.25 cents per share per annum) for FY22 based on a
                                           unit price of $1.14. See section 7 of the PDS (Oyster Industrial’s Financial
                                           Information) for further information on the forecast returns.

    PDS registration date                  10 September 2021

    Offer open date                        18 September 2021

    Issue of Shares                        Shares will be issued on settlement of 77 Westney Road, which is scheduled for
                                           29 October 2021.

                                           All applications for Shares will be issued on a first come first served basis.

    Offer closing date                     31 December 2021 (unless the Offer is fully subscribed earlier)

    Liabilities, fees and charges          If you sell your Shares, you may be required to pay brokerage or other sale
                                           expenses. You may also be liable for tax on the sale of your Shares if you
                                           acquired the Shares with the intention to sell. You should seek your own tax
                                           advice in relation to your Shares.

1
	Oyster Industrial and the Manager reserve the right to amend the minimum and maximum subscription amounts.

2        OYSTER INDUSTRIAL LIMITED
INDUSTRIAL 3 0 - Sorted Smart Investor
Management           The Manager has been appointed to manage Oyster Industrial in accordance
                     with the Management Agreement.

                     The term of the Management Agreement runs until Oyster Industrial is wound
                     up, unless terminated earlier:

                     z   by 12 months’ notice being given to the Manager, or the Manager is
                         in material breach and the breach is not cured within 30 days, and the
                         termination is approved by a Special Resolution of Investors; or

                     z   the Manager becomes insolvent; or

                     z   the Manager gives 12 months’ notice.

                     If the Management Agreement is terminated without cause and by a Special
                     Resolution of Investors, Oyster Industrial must pay the Manager a sum equal
                     to 30% of the aggregate of all fees paid to the Manager by Oyster Industrial in
                     the preceding 5 years before termination. No termination fee is payable where
                     the Management Agreement is terminated in any other scenario.

                     The Manager is entitled to be paid fees for its services. These include:

                     z   Fund Management Fee: currently 0.35% of the aggregate capital value of
                         the Industrial Portfolio.

                     z   Property Management Fee: of 2.0% of the Gross Rental under the tenancies.

                     z   Performance Fee: of 20% of the excess performance over the benchmark
                         return.

                     z   There are other fees are payable in relation to specific services provided by
                         the Manager.

                     See page 32 for further information on the Management Agreement.

Offer to Investors   The Offer is only being made in New Zealand.

                                                                 PRODUCT DISCLOSURE STATEMENT            3
INDUSTRIAL 3 0 - Sorted Smart Investor
1.5     HOW YOU CAN GET YOUR MONEY OUT                      Capital expenditure

Oyster Industrial does not intend to quote these Shares     The replacement of building services and structural
on a market licensed in New Zealand and there is no         works to the buildings are not usually recoverable
other established market for trading them. This means       from tenants under their leases, these are a cost to
that you may not be able to sell your Shares.               Oyster Industrial.

Oyster Industrial does not offer a buy back or redemption   The Manager has engaged various building surveyors
facility for the Shares.                                    to provide building condition reports and provide
                                                            capital expenditure plans in relation to the Properties.
1.6     KEY DRIVERS OF RETURNS                              Recommended capital expenditure for the period
                                                            to 31 March 2022 has been included in the financial
The Board of Oyster Industrial believes that the
                                                            forecast.
following current and future factors will have the most
impact on the financial performance of the business.        Value of the Industrial Portfolio

Income                                                      The change in value of a Share in Oyster Industrial
                                                            is predominantly tied to the change in value of the
Oyster Industrial’s primary source of income is rental
                                                            Industrial Portfolio, which as at the date of this PDS is
income from the Industrial Portfolio. From this rental
                                                            the value of the Properties. The value of the Industrial
income Oyster Industrial is required to pay its operating
                                                            Portfolio will be influenced by the property market,
expenses which include any unrecoverable operating
                                                            changes in rental paid by the tenants and the remaining
costs of the Industrial Portfolio, fees, company expenses
                                                            term of the leases of the Industrial Portfolio.
and interest on its Bank Loans. The rental income from
the Properties is underpinned by fixed rental increases     Future acquisitions
under the leases.
                                                            Oyster Industrial intends to grow the Industrial Portfolio
Bank interest rates                                         through further property purchases. The purchase of
                                                            further properties will diversify the Industrial Portfolio
Oyster Industrial’s primary expense is the payment of
                                                            and affect Oyster Industrial’s net income and dividends
interest on the Bank Loans. An increase or decrease in
                                                            payable to Investors. Oyster Industrial’s investment
interest rates on these loans may increase or decrease
                                                            strategy is detailed on page 9.
the amount of money available to distribute to Investors.
                                                            More information on Oyster Industrial and the Manager’s
Oyster Industrial has an interest rate management
                                                            key strategies and plans for the above (and other) factors
strategy that considers both the length of the remaining
                                                            can be found in section 2 of the PDS.
Bank Loan term and the WALT for the Industrial
Portfolio properties when hedging interest rate risk.
Oyster Industrial has entered into a fixed interest rate
to 20 October 2022 for Term Loan 1 and will enter into
a fixed interest rate for 50% of Term Loan 2. See the
section headed ‘Oyster Industrial’s Bank Loans’ on
page 26 for further details.

4      OYSTER INDUSTRIAL LIMITED
INDUSTRIAL 3 0 - Sorted Smart Investor
1.7     EY RISKS AFFECTING
       K                                                     Interest Rates
       THIS INVESTMENT
                                                             Oyster Industrial’s primary expense is the interest
Investments in shares are risky. You should consider if      payable under the Bank Loans. There are two ways that
the degree of uncertainty about Oyster Industrial’s future   changes in interest rates affect Oyster Industrial:
performance and returns is suitable for you. The price of
these Shares should reflect the potential returns and the    z   the floating portion of the bank loans
particular risks of these Shares.
                                                             z   the new interest rate fixed on the expiry of a fixed
Oyster Industrial considers that the most significant risk       interest rate period.
factors that could affect the value of the Shares are:
                                                             An increase in interest rates could affect Oyster
Tenant concentration                                         Industrial’s ability to maintain a 5.25 cents per Share
                                                             per annum distribution rate. The impact on the rates
71 and 77 Westney Road are leased to Cardinal Logistics      of return of any increase in interest rates would be
Limited. These leases will make up 38% of Oyster             dependent on the extent of the movement in the rates.
Industrial’s rental income. A significant proportion of
Oyster Industrial’s income will be reliant on receiving      Oyster Industrial has entered into fixed interest rates
income from this tenant. Should this tenant default on       for 59% of the total being borrowed. The fixed interest
its lease, or not renew its leases on the expiry of their    rate for 18% of the Bank Loans expires on 20 October
current terms, Oyster Industrial will have reduced income    2022, the other for 41% of the Bank Loans will expire
to pay its expenses or pay dividends to Investors during     three years following settlement of 77 Westney Road
the period of vacancy.                                       (expected expiry is 28 October 2024). This provides
                                                             some certainty as to interest costs for the period that
Both the leases to Cardinal Logistics Limited have bank      they are hedged.
guarantees in place and one lease also has a personal
guarantee from the tenant’s sole director.                   This summary does not cover all of the risks of investing
                                                             in the Shares. You should also read section 8 of the PDS.
The leases both have over 8 years left to run. Oyster
Industrial will enter into renewal negotiations with the
                                                             1.8      HERE YOU CAN FIND OYSTER
                                                                     W
tenant prior to the lease expiry dates in order to obtain
                                                                     INDUSTRIAL’S FINANCIAL
advance warning should the tenant not wish to renew
                                                                     INFORMATION
either of these leases. If vacant, It is expected that
alternate tenants should be able to be found for these       The financial position and performance of Oyster
properties within a reasonable time.                         Industrial are essential to an assessment of this Offer.
                                                             You should also read section 7 of the PDS (Oyster
                                                             Industrial’s Financial Information).

                                                                                  PRODUCT DISCLOSURE STATEMENT           5
INDUSTRIAL 3 0 - Sorted Smart Investor
CONTENTS                                                         12 HARBOUR RIDGE DRIVE

    1.        KEY INFORMATION SUMMARY                                                  1

    2.        OYSTER INDUSTRIAL AND WHAT IT DOES                                       8

    3.        PURPOSE OF THE OFFER                                                    43

    4.        KEY DATES AND OFFER PROCESS                                             44

    5.        TERMS OF THE OFFER                                                      45

    6.        KEY FEATURES OF ORDINARY SHARES IN OYSTER INDUSTRIAL                    47

    7.        OYSTER INDUSTRIAL’S FINANCIAL INFORMATION                               49

    8.        RISKS TO OYSTER INDUSTRIAL’S BUSINESS AND PLANS                         55

    9.        TAX                                                                     59

    10.       WHERE YOU CAN FIND MORE INFORMATION                                     61

    11.       HOW TO APPLY                                                            62

    12.       CONTACT INFORMATION                                                     63

                                                                     101 MCLAUGHLINS ROAD

6         OYSTER INDUSTRIAL LIMITED
INDUSTRIAL 3 0 - Sorted Smart Investor
LETTER FROM THE CHAIR

Dear Investor,

We are pleased to present you with the third equity                          The portfolio, including the additional property, has
raise for Oyster Industrial. Oyster Industrial is a limited                  been independently valued at $180.35 million providing
liability company, established as an open-ended and                          a geographical spread of investments (by value) in
PIE structured unlisted property vehicle. It aims to grow,                   Auckland and Wellington of 63% and 37% respectively.
through further acquisitions, a stable and diversified                       The Properties are 100% occupied and will comprise
portfolio of industrial real estate. Targeted investments                    6 tenancies including multinational brands such as
will provide tenant and property diversification within the                  Plumbing World, Downer and Alto Packaging (Pact
industrial sector. A key objective for Oyster Industrial is                  Group) along with Cardinal Logistics, a New Zealand
delivering a stable monthly income return to investors                       owned and operated company providing dedicated
whilst providing the potential for long-term capital gain.                   warehousing of fast-moving consumer goods. The
                                                                             tenancies provide a combined weighted average lease
Oyster Industrial has delivered exceptional returns
                                                                             term of 9.02 years (as at 31 October 2021) including fixed
to investors, providing a total return of 23.9% for the
                                                                             rental increases ranging from 1.4% to 3.0% per annum.
12 month period to 31 July 20211. The industrial sector
has been the strongest performing asset class within                         Oyster Industrial is delighted to offer this premium
                                                                    2
the New Zealand property sector for the past 15 years                        investment opportunity with a minimum investment
and continues to retain its appeal to investors due                          of 50,000 shares ($57,000 at $1.14 per share), and
to its strong defensive qualities and sound occupier                         multiples of 50,000 shares thereafter. Oyster Industrial
fundamentals which is supported by low vacancies,                            is forecasting a pre-tax cash return of 5.25 cents per
supply constraints of appropriately zoned industrial                         share p.a. payable monthly, equating to 4.6% p.a. on
land and consistent rental growth.                                           the minimum investment of $57,000.

Oyster Industrial has contracted to purchase 77 Westney                      Oyster Industrial is managed by Oyster Management
Road located in Māngere, Auckland and as a result                            Limited, a leading New Zealand commercial property
we are pleased to present you with the third equity                          fund manager. The Manager manages a range of retail,
raise. The additional property is a large-scale industrial                   office, and industrial assets throughout New Zealand,
facility that provides both warehouse and office                             with a combined value in excess of $2.1 billion.
accommodation to Cardinal Logistics Limited with a net
                                                                             This PDS contains important information about this offer.
lettable area of 10,314m², sitting to the rear of existing
                                                                             I encourage you to read the PDS carefully before making
Oyster Industrial property 71 Westney Road site on its
                                                                             your investment decision.
own freehold title of 12,831m². To date, Oyster Industrial
has experienced strong demand from investors with the
initial and subsequent equity raises (totaling $78 million)
both oversubscribed. Due to the strong investment
fundamentals of the industrial asset class and fixed
rental growth within this multi-asset portfolio, we believe
this investment opportunity will continue to have strong
investor appeal.                                                                                                 Joanna Perry
                                                                                                                 Chair
                                                                                                                 Oyster Industrial Limited

¹   Calculated from 1 August 2020 to 31 July 2021 based on the net asset value per share (including the 31 July 2021 valuations) and dividends paid
     during the period. Past performance is no indication or guarantee of future performance.
² Source: MSCI as at 31 March 2021.

                                                                                                     PRODUCT DISCLOSURE STATEMENT                      7
INDUSTRIAL 3 0 - Sorted Smart Investor
2. OYSTER INDUSTRIAL AND WHAT IT DOES

2.1    OVERVIEW OF OYSTER INDUSTRIAL                                                            Oyster Industrial will be managed on a day to day basis
                                                                                                by the Manager who currently manages in excess of
Oyster Industrial was established in 2019 to invest solely
                                                                                                $2.1 billion of commercial property across New Zealand.
in a portfolio of industrial property. Oyster Industrial
                                                                                                Further details about the Manager are set out in
has five Properties – located at 12 Harbour Ridge Drive,
                                                                                                section 2.7.
Wiri, Auckland, 101 McLaughlins Road, Wiri, Auckland,
75 Wainui Road, Lower Hutt, Wellington, 14-16 Makaro                                            Investment Philosophy
Street, Porirua, Wellington and 71 Westney Road,
                                                                                                Oyster Industrial is a limited liability company that has
Māngere, Auckland held by its wholly-owned subsidiary
                                                                                                been established to invest in a diversified portfolio
Oyster Industrial Properties Limited. Oyster Industrial
                                                                                                of industrial real estate. Oyster Industrial will target
Properties Limited has contracted to purchase
                                                                                                investments with a geographic weighting in Auckland,
77 Westney Road, Māngere, Auckland. Further details of
                                                                                                Hamilton, Tauranga, Wellington, and Christchurch.
the Properties are set out in section 2.3. Oyster Industrial
will use $18,297,000 of equity and $15,700,000 of bank
funding from Westpac to purchase 77 Westney Road
(see page 43 for details).
                                                                   ››››››››››››››

                                                                Investors

                                                                                                HOLD
                                                                                                SHARES
                                                                                                IN
                                                                               ››››››››››››››

           Oyster
           Management
                   ››››››››››››››››››››› Oyster Industrial Limited
           Limited          MANAGES

                                                                                                OWNS

                                           Oyster Industrial Properties Limited
                                                    ›››››››››

                                                                                                         ›››››››››››››

                                         EXISTING                                                                        ADDITIONAL
                                       PROPERTIES                                                                        PROPERTIES

                             12 Harbour Ridge Drive                                                                       77 Westney Road
                                 Wiri, Auckland                                                                           Māngere, Auckland

                              101 McLaughlins Road
                                 Wiri, Auckland

                                 75 Wainui Road
                              Lower Hutt, Wellington

                               14-16 Makaro Street
                                     Porirua

                                71 Westney Road
                                Māngere, Auckland

8      OYSTER INDUSTRIAL LIMITED
12 HARBOUR RIDGE DRIVE

Investment strategy                                              – leases with strong tenant covenants;

Oyster Industrial’s current strategic investment                 – assets with long term leases;
objectives are:                                                  – quality new builds or recently built and/or
                                                                    refurbished industrial assets; and
z   A predominant focus on Auckland, Hamilton,
    Tauranga, Wellington and Christchurch based                  – properties where capital expenditure is expected
    assets with strategic exposure to other cities where            to be low.
    considered necessary for return enhancement,
                                                             z   Maintaining a target WALT of 6 years or greater.
    geographic diversification and tenant diversification.
                                                             z   Maintaining a long-term LVR of 40-50% with the
z   A stable income with the potential for long-term
                                                                 ability for borrowings to increase the LVR beyond
    capital growth.
                                                                 the targeted range as required for the acquisition of
z   Investment in:                                               new assets.

    – functional warehouses and showrooms;                   z   An interest rate management strategy that considers
    – logistics assets;                                          both the length of the remaining Bank Loan term and
                                                                 the WALT for the Industrial Portfolio properties when
    – manufacturing sites;
                                                                 hedging interest rate risk.
    – properties located in close proximity to major
      infrastructure such as major roads, airports,          Oyster Industrial will continue to look for opportunities
      ports, rail and CBDs;                                  to grow the Industrial Portfolio and continue to review its
                                                             strategy to reflect market conditions and opportunities.

                                                                                  PRODUCT DISCLOSURE STATEMENT           9
2.2    KEY DRIVERS OF OYSTER INDUSTRIAL’S FUTURE FINANCIAL PERFORMANCE
The current and future aspects that will have, or may have, the most impact on the financial returns for Oyster
Industrial, as well as the specific strategies and plans to manage those factors, are set out below.

 Key factor driving return                                        Strategies and plans to manage this factor

 Income                                                           The leases of the Properties have fixed rental
 Oyster Industrial’s primary source of income is rental           increases. The fixed rental increases will assist in
 income from the Industrial Portfolio, which as at the            mitigating the impact of any increase in expenses.
 date of this PDS is rental income from the tenants of the
 Properties. From this rental income Oyster Industrial is
 required to pay its operating expenses which include any
 unrecoverable operating costs of the Industrial Portfolio,
 fees, company expenses and interest on its Bank Loans.

 Bank interest rates                                              Oyster Industrial has entered into fixed interest
 Oyster Industrial’s primary expense is the payment of            rates for 59% of the total being borrowed. The fixed
 interest on the Bank Loans. An increase or decrease in           interest rate for 18% of the Bank Loans expires on
 interest rates on these loans will increase or decrease the      20 October 2022, the other for 41% of the Bank
 amount of money available to distribute to Investors.            Loans will expire three years following settlement
                                                                  of 77 Westney Road (expected expiry is 28 October
                                                                  2024). This provides some certainty as to interest
                                                                  costs for the period that they are hedged. See the
                                                                  section headed ‘Oyster Industrial’s Bank Loans’ on
                                                                  page 26 for further details.

 Capital expenditure                                              The Manager has engaged various building
 The replacement of building services and structural              surveyors to provide building condition reports and
 works to the Properties and other future assets acquired         provide capital expenditure plans in relation to the
 for the Industrial Portfolio are not normally recoverable        Properties. Recommended capital expenditure for
 from the tenants under the leases. These are a cost to           the period to 31 March 2022 has been included in
 Oyster Industrial.                                               the financial forecast.

 Value of the Industrial Portfolio                                The Industrial Portfolio will be actively managed by
 The change in value of a Share in Oyster Industrial is           the Manager in order to maintain or increase property
 predominantly tied to the change in value of the Industrial      values and achieve growth in rental income. The
 Portfolio. The value of the Industrial Portfolio will be         leases of the Properties have fixed rental increases.
 influenced by the property market, changes in rental paid
 by the tenants and the remaining term of the leases of the
 Industrial Portfolio properties.

 Future acquisitions                                              Oyster Industrial’s strategic investment objectives
 Oyster Industrial intends to grow the Industrial Portfolio       for the Industrial Portfolio include:
 through further property purchases. The purchase of
 further properties will diversify the Industrial Portfolio and   A predominant focus on Auckland, Hamilton,
 provide the potential for an increase in Oyster Industrial’s     Tauranga, Wellington and Christchurch based
 net income and dividends payable to Investors.                   assets with strategic exposure to other cities where
                                                                  considered necessary for return enhancement,
                                                                  geographic diversification and tenant diversification.

                                                                  See the investment strategy on page 9 for more
                                                                  details.

10    OYSTER INDUSTRIAL LIMITED
2.3     THE INDUSTRIAL PORTFOLIO
This section sets out the details of the Industrial Portfolio.

Industrial Portfolio as at 31 October 2021 (assuming that 77 Westney Road has been acquired)

Industrial Portfolio WALT:                    9.02 years

Industrial Portfolio Occupancy Rate:          100%

INDUSTRIAL PORTFOLIO BY VALUE

            77 Westney Road                                                                    12 Harbour Ridge Drive
           Māngere, Auckland                                                                   Wiri, Auckland
                         17%                                                                   9%
                                                                                               101 McLaughlins Road
                                                                                               Wiri, Auckland
                                                                                               13%
              75 Wainui Road
       Lower Hutt, Wellington
                         17%                                                                   71 Westney Road
                                                                                               Māngere, Auckland
                                                                                               24%
          14-16 Makaro Street
           Porirua, Wellington
                         20%

LEASE EXPIRY PROFILE

 Cardinal Logistics Limited (77)

 Cardinal Logistics Limited (71)

 Downer New Zealand Limited

        Alto Packaging Limited

      Plumbing World Limited

   NBL (New Zealand) Limited
                                 4

                                         5

                                                 6

                                                             7

                                                                      8

                                                                              9

                                                                                      0

                                                                                                1

                                                                                                         2

                                                                                                                      3
                               /2

                                                                                              /3
                                                /2

                                                             /2

                                                                    /2
                                       /2

                                                                                                        /3

                                                                                                                     /3
                                                                            /2

                                                                                      /3
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                                                                                  PRODUCT DISCLOSURE STATEMENT            11
A.   101 MCLAUGHLINS ROAD, WIRI, AUCKLAND

 Current Independent Valuation    $22,200,000 prepared by CBRE as at 30 July 2021 in accordance with the current
                                  Australia and New Zealand Property Institute Valuation and Property Standards.

                                  You can find a copy of the independent valuation report on the Offer Register
                                  at https://disclose-register.companiesoffice.govt.nz/disclose.

 Property and                     101 McLaughlins Road is a modern high-quality warehouse with a single level
 building description             of offices and canopy constructed in 2019.

                                  The building comprises a steel framed structure supported by a reinforced
                                  concrete pad. The roof structure comprises a steel frame and steel purlins
                                  which support a lightweight metal roof covering. External walls comprise
                                  concrete tilt slab and precast tilt slab with profiled metal above to the
                                  warehouse. The office component consists of full height aluminum framed
                                  glazing with aluminum louvers.

 Location characteristics         The property is located 8.6 km to the east of Auckland Airport, in the
                                  established industrial suburb of Wiri.

                                  The property is approximately 2.2 km from State Highway 20 which has direct
                                  links via State Highway 20B to Auckland Domestic and International Airport,
                                  the Waterview tunnel heading north into Auckland and south bound links
                                  to SH1.

                                  The property is zoned ‘Special Purpose – Quarry’, with a resource management
                                  decision granting a Business 5 use (Light Industry) on the land.

 WALT                             7.6 years (as at 31 October 2021)

 Occupancy                        100%

 Land area                        9,605m2

 Net lettable area                7,317.50m2

 Seismic rating                   Designed to a seismic loading of no less than 100% Ultimate Limit State, which
                                  equates to a rating of greater than 100% NBS.

                                  You can find a copy of the seismic rating letter on the Offer Register at
                                  https://disclose-register.companiesoffice.govt.nz/disclose.

12    OYSTER INDUSTRIAL LIMITED
Current rent    Expiry date of   Rights of renewal     Rent
Tenant                   per annum       current term     (remaining)           review

Plumbing World Limited   $883,622 plus   31 May 2029      2 rights of renewal   Fixed 2% per annum.
                         GST per annum                    for 5 years each      Market review at
                                                                                year 5 (and on
                                                                                renewal dates) with a
                                                                                maximum movement
                                                                                of +/- 5%.

                                                            Plumbing World Limited is a
                                                            wholly owned subsidiary of
                                                            NZPM Group Limited. The
                                                            tenant has over 50 stores
                                                            nationally and supplies a
                                                            range of stock from basic
                                                            trade plumbing products to
                                                            high end bathroom fittings.
                                                            The lease is guaranteed by
                                                            NZPM Group Limited for the
                                                            term of the lease.
101 MCLAUGHLINS ROAD

                                                                  PRODUCT DISCLOSURE STATEMENT      13
B.   12 HARBOUR RIDGE DRIVE, WIRI, AUCKLAND

 Current Independent Valuation    $15,650,000 prepared by CBRE as at 30 July 2021 in accordance with the current
                                  Australia and New Zealand Property Institute Valuation and Property Standards.

                                  You can find a copy of the independent valuation report on the Offer Register
                                  at https://disclose-register.companiesoffice.govt.nz/disclose.

 Property and                     12 Harbour Ridge Drive is a modern high-quality warehouse with two levels of
 building description             offices and canopy constructed in 2017.

                                  The building comprises a steel framed structure supported by a reinforced
                                  concrete pad. The roof structure comprises a steel frame and steel purlins
                                  which support a lightweight metal roof covering. External walls comprise
                                  concrete tilt slab panels to the warehouse and full height aluminum framed
                                  glazing to the offices.

 Location characteristics         The property is located 8.6 km to the east of Auckland Airport, in the
                                  established industrial suburb of Wiri.

                                  The property is well-connected, approximately 2.2 km from State Highway
                                  20 which has direct links via State Highway 20B to Auckland Domestic and
                                  International Airport, the Waterview tunnel heading north into Auckland and
                                  south bound links to SH1.

                                  The property is zoned ‘Special Purpose – Quarry’, with a resource management
                                  decision granting a Business 5 use (Light Industry) on the land.

 WALT                             6.1 years (as at 31 October 2021)

 Occupancy                        100%

 Land area                        6,140m2

 Net lettable area                5,301m2

 Seismic rating                   Designed to a seismic loading of no less than 100% Ultimate Limit State, which
                                  equates to a rating of greater than 100% NBS.

                                  You can find a copy of the seismic rating letter on the Offer Register at
                                  https://disclose-register.companiesoffice.govt.nz/disclose.

14    OYSTER INDUSTRIAL LIMITED
Current rent    Expiry date of   Rights of renewal      Rent
Tenant                   per annum       current term     (remaining)            review

NBL (New Zealand)        $665,002 plus   30 November      2 rights of renewal    Fixed 2.5% per
Limited                  GST per annum   2027             for 5 years each       annum. Market
                                                                                 review on renewal.

                                                            NBL (New Zealand) Limited is a
                                                            subsidiary of NBL (Guangzhou)
                                                            Natural Nutritional Food Co.
                                                            Limited. NBL (New Zealand)
                                                            Limited is a company
                                                            specialising in infant milk
                                                            formula processing for export
                                                            into overseas markets such as
                                                            China. The tenant‘s installation
                                                            of their new milk powder and
                                                            canning facility at the property
                                                            is nearing completion. A
                                                            bank guarantee of $735,000
                                                            has been provided by the
                                                            tenant. The guarantee is for
                                                            12 months’ rent and outgoings,
                                                            provided on a rolling basis
                                                            during the term of the lease.
12 HARBOUR RIDGE DRIVE

                                                                  PRODUCT DISCLOSURE STATEMENT        15
C.   75 WAINUI ROAD, LOWER HUTT, WELLINGTON

 Current Independent Valuation    $31,500,000 prepared by JLL as at 28 July 2021 in accordance with the current
                                  Australia and New Zealand Property Institute Valuation and Property Standards.

                                  You can find a copy of the independent valuation report on the Offer Register
                                  at https://disclose-register.companiesoffice.govt.nz/disclose.

 Property and                     A substantial plastics recycling factory with a total net lettable area of 18,871m2
 building description             situated on a large land holding with good access and circulation. The largest
                                  building is the main warehouse which was newly constructed in 2009 and
                                  accounts for 47% of the annual rent with the remaining buildings being of
                                  mixed ages. The property also provides yard space along with substantial
                                  areas of residual land for future development opportunities.

 Location characteristics         75 Wainui Road is located within Lower Hutt, Wellington on the fringe of the
                                  industrial sector of Gracefield and Waiwhetu.

                                  The site has frontage on the northern side of Wainui Road. The property is a
                                  2.9 km drive from central Lower Hutt and 19 km from the Wellington CBD.

                                  The area is predominately occupied by storage, logistics, freight forwarding,
                                  engineering, and manufacturing related companies.

                                  The site is zoned ‘General Business’ under the Hutt City Council District
                                  Plan. The Property is identified as prone to flooding in an extreme rainfall
                                  event, which is identified in the Land Information Memorandum as a 1 in
                                  100-year event.

 WALT                             11.3 years (as at 31 October 2021)

 Occupancy                        100%

 Land area                        44,371m²

 Net lettable area                18,871m2

 Seismic rating                   The Vendor of the property (Flight Limited) agreed to provide an escrow sum
                                  of $3,500,000 for Oyster Industrial to seismically upgrade the buildings on the
                                  property. The minimum seismic requirement for all buildings on the property
                                  is 50% NBS with a desired target of 67% NBS. If the costs to undertake the
                                  seismic works to get the buildings up to the targeted NBS rating of 67% is
                                  estimated to be above the escrow sum of $3,500,000 then Oyster Industrial
                                  and the Vendor will agree on which buildings will be upgraded to 67% NBS
                                  with the remaining buildings to only be upgraded to the minimum NBS
                                  rating of 50%.

                                  There are no seismic warranties in the lease to Alto Packaging Limited.
                                  Oyster Industrial does not hold a current Detailed Seismic Assessment for the
                                  property. This will be obtained on completion of the works.

16    OYSTER INDUSTRIAL LIMITED
Current rent           Expiry date of    Rights of renewal      Rent
Tenant                                      per annum              current term      (remaining)            reviews

Alto Packaging Limited                      $1,722,470 plus        28 January 2033   3 rights of renewal    Fixed 3% per
                                            GST per annum                            for 5 years each       annum. Market
                                                                                                            review on renewal
                                                                                                            capped at 110% of
                                                                                                            current rent. Rent
                                                                                                            cannot decrease
                                                                                                            on review.

         Alto Packaging Limited (trading
         as Flight Plastics) leads the
         way as New Zealand’s first PET
         wash plant in New Zealand,
         recycling plastic from around
         New Zealand into new food
         packaging which in turn is
         100% recyclable. The lease is
         guaranteed by ASX listed entity
         Pact Group Holdings Limited.

7 5 W A I N U I R O A D , L O W E R H U T T, W E L L I N G T O N

                                                                                             PRODUCT DISCLOSURE STATEMENT        17
D.   14-16 MAKARO STREET, PORIRUA, WELLINGTON

 Current Independent Valuation    $36,000,000 prepared by JLL as at 28 July 2021 in accordance with the current
                                  Australia and New Zealand Property Institute Valuation and Property Standards.

                                  You can find a copy of the independent valuation report on the Offer Register
                                  at https://disclose-register.companiesoffice.govt.nz/disclose.

 Property and                     A high quality and modern industrial asset comprising a purpose built 2 story
 building description             office building and two single story industrial warehouses with associated yard
                                  on a substantial freehold site.

 Location characteristics         The property is located within the main industrial precinct of Elsdon, Porirua,
                                  with Makaro Street being one of the more recent industrial subdivisions in the
                                  Porirua area. Surrounding properties comprise a mixture of new and older
                                  industrial buildings. Prominent occupiers in the area include Bunnings, Harvey
                                  Norman, Whittakers, Mitsubishi, NZ Post and Placemakers.

                                  Access to State Highway 1 in both a north and south direction is approximately
                                  2.6km from the property, with the Wellington CBD approximately 21.3km away.

                                  The site is zoned ‘Industrial Zone’ under the Porirua City District Plan. The
                                  property is listed on the Selected Land Use Register (SLUR) as a category 1 site
                                  – being unverified history of hazardous activity or industry site.

                                  The site is fully sealed with existing buildings on site. There is currently no
                                  further development proposed. Any further development may require further
                                  site investigation pending council approval.

 WALT                             10.1 years (as at 31 October 2021).

 Occupancy                        100%

 Land area                        25,026m²

 Net lettable area                21,894m²

 Seismic rating                   The office building has been rated at 80% of NBS.

                                  You can find a copy of the Initial Seismic Assessment Report on the Offer
                                  Register at https://disclose-register.companiesoffice.govt.nz/disclose.

18    OYSTER INDUSTRIAL LIMITED
Current rent      Expiry date of      Rights of renewal                  Rent
Tenant               per annum         current term        (remaining)                        reviews

Downer New Zealand   $1,666,148 plus   29 November         6 rights of renewal                Greater of 3% or
Limited              GST per annum     2031                for 5 years each                   CPI per annum
                                                                                              (compounded)
                                                                                              every two years,
                                                                                              next review is
                                                                                              30 November 2021.
                                                                                              Market reviews on
                                                                                              renewal capped
                                                                                              at 110% of current
                                                                                              rent, rent cannot
                                                                                              decrease on review.

                                                              Downer New Zealand Limited
                                                              is a subsidiary of the NZX
                                                              and ASX listed Downer EDI
                                                              Limited. Downer New Zealand
                                                              designs, builds and sustains
                                                              assets, infrastructure and
                                                              facilities and provides
                                                              integrated services in Australia
                                                              and New Zealand. The lease
                                                              does not have a guarantor.

                                                        1 4 – 1 6 M A K A R O S T R E E T, P O R I R U A , W E L L I N G T O N

                                                                      PRODUCT DISCLOSURE STATEMENT                          19
E.   71 WESTNEY ROAD, MĀNGERE, AUCKLAND

 Current Independent Valuation    $43,500,000 prepared by JLL as at 31 July 2021 in accordance with the current
                                  Australia and New Zealand Property Institute Valuation and Property Standards.

                                  You can find a copy of the independent valuation report on the Offer Register
                                  at https://disclose-register.companiesoffice.govt.nz/disclose.

 Property and                     This is a large-scale industrial building constructed in the mid-2000s. Main
 building description             improvements consist of a high stud warehouse, associated canopies and
                                  offices split over two levels.

 Location characteristics         The property has a prominent position with good road frontage in the
                                  established Auckland industrial area of Airport Oaks, Māngere, close to the
                                  Auckland International Airport.

                                  The property is zoned ‘Business-Light Industry’ under the Auckland Unitary
                                  Plan. Part of the property is subject to overland flow paths and is in a flood
                                  prone area.

 WALT                             8.1 years (as at 31 October 2021).

 Occupancy                        100%

 Land area                        21,397m²

 Net lettable area                17,343m²

 71 WESTNEY ROAD, MĀNGERE, AUCKLAND

20    OYSTER INDUSTRIAL LIMITED
Current rent      Expiry date of   Rights of renewal      Rent
Tenant                       per annum         current term     (remaining)            review

Cardinal Logistics Limited   $2,039,532 plus   12 December      3 rights of renewal    Annual 1.4% fixed
                             GST per annum     2029             for 5 years each       rent reviews with
                                                                                       three yearly market
                                                                                       rent reviews (to the
                                                                                       greater of market
                                                                                       and 1.4%).

                                                                  Cardinal Logistics Limited
                                                                  is a New Zealand owned
                                                                  and operated logistics
                                                                  company providing dedicated
                                                                  warehousing and distribution
                                                                  of fast moving consumer
                                                                  goods (FMCG products) mostly
                                                                  in the grocery sector. The lease
                                                                  has a personal guarantee from
                                                                  the tenant’s sole director and
                                                                  bank guarantee.

                                                                  71 WESTNEY ROAD, MĀNGERE, AUCKLAND

                                                                        PRODUCT DISCLOSURE STATEMENT      21
F.   77 WESTNEY ROAD, MĀNGERE, AUCKLAND

 Current independent valuation    $31,500,000 prepared by JLL as at 28 June 2021 in accordance with the current
                                  Australia and New Zealand Property Institute Valuation and Property Standards.

                                  The valuer has highlighted in their valuation report that the COVID-19
                                  pandemic and associated restrictions have had a significant impact on the
                                  global and local economies. At the valuation date New Zealand was at ‘Alert
                                  Level 1’, with some caution evident following the third COVID-19 linked
                                  lockdown in February 2021. The valuation is based on the valuer’s opinion of
                                  ‘Market Value’, incorporating an assumption of a willing buyer and seller.

 Property and                     This is a large scale industrial building constructed in the mid-2000s.
 building description
                                  Main improvements consist of a high stud (8.4 metres to the knee) warehouse
                                  space, offices and canopies.

 Location characteristics         The property has a prominent position with good road frontage in the
                                  established Auckland industrial area of Airport Oaks, Māngere, close to the
                                  Auckland International Airport.

                                  The property is zoned ‘Light Industry’ under the Auckland Unitary Plan. Part of
                                  the property is subject to overland flow paths and is in a flood prone area.

 WALT                             8.1 years (as at 31 October 2021).

 Occupancy                        100%

 Land area                        12,831m²

 Net lettable area                10,314m²

22    OYSTER INDUSTRIAL LIMITED
Current rent          Expiry date of    Rights of renewal         Rent
 Tenant                          per annum             current term      (remaining)               review

 Cardinal Logistics Limited      $1,256,272 plus       15 December       2 rights of renewal       Annual 1.5% fixed
                                 GST per annum         2029              for 6 years each          rent reviews.
                                                                                                   Market reviews on
                                                                                                   renewal.

       Cardinal Logistics Limited
       is a New Zealand owned
       and operated logistics
       company providing dedicated
       warehousing and distribution
       of fast moving consumer goods
       (FMCG products) mostly in
       the grocery sector. A bank
       guarantee to the equivalent of
       12 month’s total annual rent is
       to be provided by the tenant
       under the Lease.

 77 WESTNEY ROAD, MĀNGERE, AUCKLAND

Financial standing of the tenants                             have. The Manager is not aware of any of the tenants
                                                              failing to meet any of their material obligations under
The Manager does not have access to all financial             their agreements in relation to the property apart
information related to the tenants. The Manager               from NBL (New Zealand) Limited (NBL). NBL is
carries out due diligence on the financial standing of        overdue on the payment of its monthly rental for
new tenants. Such enquiries include searches of the           August and September 2021. The Manager is in
Insolvency Register, and publicly available information.      contact with NBL and pursuing the overdue rental. A
                                                              bank guarantee of $735,000 has been provided by the
However, the Manager cannot comment with any                  tenant on a rolling basis throughout the lease term. In
certainty on the financial standing of any tenant and          additional to NBL, number of tenants have provided
the impact any economic or market pressures may               bank guarantees, or parent company/personal
                                                              guarantees.

                                                                                 PRODUCT DISCLOSURE STATEMENT           23
2.4    THE INDUSTRIAL PROPERTY MARKET                         Rental growth returns

Oyster Industrial has been established to create an           Auckland and Wellington industrial warehouse rents
Industrial Portfolio comprising of diversified industrial     have returned to mild growth in early 2021 having
real estate. Chris Dibble of Colliers International           remained relatively flat over 2020, reflecting the
Research has provided a summary below of the                  disruption caused by COVID-19. Prior to this, Auckland
performance and outlook for the Auckland and                  and Wellington rents had increased by 20% and 30%
Wellington industrial property market.                        respectively over the past five years.

AUCKLAND AND WELLINGTON INDUSTRIAL                            Under current market conditions, we broadly expect
MARKET OVERVIEW                                               average net face prime rents to increase at an average
                                                              annual rate of around 2% to 3% over the next five years.
Industrial sector retains its appeal
                                                              INVESTOR SENTIMENT STRONG FOR
Demand for industrial workspace has been strongly
                                                              INDUSTRIAL ASSETS
underpinned by expansion across several of the sector’s
largest occupier groups, holding vacancy rates at
                                                              Colliers Research’s June 2021 quarter investor
low levels.
                                                              confidence survey showed investor sentiment reached
Rapid growth in online retailing, record levels of house      a record high. Across the country, the industrial sector
building, a pipeline of major infrastructure projects and     generated the highest levels of confidence, results
increased demand for data centres have combined to            which were mirrored in both Auckland and Wellington.
support high levels of leasing activity.                      In Wellington, confidence in the sector reached a new
                                                              high while sentiment in the Auckland market has been
The impact on the sector is clearly illustrated by vacancy    at elevated levels for most of the last decade.
rates which remain at historically low levels. Auckland’s
vacancy rate is 2.1%, while in Wellington the rate is just    Sentiment has been driven by New Zealand’s strong
slightly higher at 2.4%.                                      economic rebound and performance following the first
                                                              national lockdown in 2020, while also bolstered by the
Given current supply and demand dynamics further
                                                              low interest rate environment. The latter has heightened
movements in vacancy rates are likely to be limited over
                                                              demand for higher yielding assets. Industrial property,
the short-term future.
                                                              given its strong defensive qualities and sound occupier
Natural supply constraints                                    fundamentals, has proved to be a popular option for
                                                              purchasers.
In Auckland and Wellington, constraints on increasing
new supply exist, particularly the lack of vacant             Competition for property combined with the decline in
industrially zoned land with the shortage being               returns on risk free alternatives has resulted in strong
particularly acute within established industrial precincts.   yield compression over recent years.

Over the 12 months to May 2021, Auckland and                  Average prime yields in Auckland range between 3.75%
Wellington’s consented industrial floor space was             and 4.5% as at Quarter 2 in 2021. In Wellington, prime
approximately 402,750 sqm and 49,700 sqm respectively.        yields range from 4.25% to 6.5%. Yield compression
While the Auckland figure was up on the figure recorded       has resulted in significant value growth over the
in 2020, it remains below the 563,200 sqm consented in        last year driving a lift in total returns. The industrial
2019. The Wellington figure changed marginally from the       sector generated total returns of 21.8% in the year to
50,150 sqm consented in 2020, representing a relatively       March 2021 according to figures released by MSCI, the
limited development response in a market with such a          highest annual figure recorded in this asset class since
low vacancy rate.                                             inception of the data series.

24     OYSTER INDUSTRIAL LIMITED
AUCKLAND AND WELLINGTON INDUSTRIAL NET FACE RENTS

                                            $200

                                                                                                                                                      Forecast
                                            $180
Industrial net combined face rents ($/m2)

                                            $160

                                            $140

                                            $120

                                            $100

                                             $80

                                             $60

                                             $40
                                              Se 4

                                              Se 5

                                              Se 6

                                              Se 7

                                              Se 8

                                              Se 9

                                              Se 0

                                              Se 1

                                              Se 2

                                                     23
                                               Ju 4

                                              D 4

                                              M 4

                                               Ju 5

                                              D 9

                                              M 9
                                                     15

                                              M 5

                                               Ju 6

                                                     16

                                              M 6

                                               Ju 7

                                              D 7

                                              M 7

                                               Ju 8

                                                     18

                                              M 8

                                               Ju 9

                                               Ju 0

                                                     20

                                              M 0

                                               Ju 1

                                                     21

                                              M 1

                                               Ju 2

                                                     22

                                              M 2

                                               Ju 3
                                                      1
                                                      1

                                                      1

                                                      1

                                                      1
                                                      1

                                                     2
                                                     2

                                                     2
                                                    -1

                                                     1
                                                    -1
                                                    -1

                                                     1
                                                   -1

                                                   -1

                                                   -1

                                                   -1

                                                   -1

                                                   -1

                                                     1
                                                   -1
                                                   -1

                                                   -1

                                                   -2

                                                   -2

                                                   -2
                                                   -2

                                                   -2

                                                   -2

                                                   -2
                                                  n-
                                                  n-

                                                  n-

                                                  n-

                                                  n-
                                                  n-

                                                  n-

                                                  n-
                                                  n-

                                                  n-
                                                 p-
                                                 p-

                                                 p-

                                                 p-

                                                 p-
                                                 p-

                                                 p-
                                                 p-

                                                 p-
                                                 ar
                                                 ar

                                                 ar

                                                 ar

                                                 ar
                                                 ar
                                                ec
                                                ec

                                                ec

                                                ec

                                                ec
                                                ec

                                                ar

                                                ar
                                                ar

                                                ar
                                                ec
                                                ec

                                                ec
                                             M

                                              D

                                              D

                                              D

                                              D
                                              D

                                              D
                                                           Auckland Prime          Auckland Secondary                        Wellington Prime         Wellington Secondary

         INDUSTRIAL VACANCY RATES – AUCKLAND VS. WELLINGTON

                                            12.0%

                                            10.0%

                                             8.0%
  Vacancy Rate

                                             6.0%

                                             4.0%

                                             2.0%

                                             0.0%
                                                    2011        2012        2013   2014         2015            2016             2017     2018     2019     2020      2021

                                                                                      Auckland                              Wellington

         Research is dated 28 July 2021 and research projections assume level 4 lockdown restrictions ease prior to 1 October 2021.
         Source Colliers International Research

                                                                                                                                         PRODUCT DISCLOSURE STATEMENT        25
2.5        OYSTER INDUSTRIAL’S BANK LOANS                         The terms of both the Bank Loans are:

On the settlement of 77 Westney Road Oyster Industrial
                                                                   Personal            No personal guarantees. There is
will have two term loans with Westpac. The Term Loans
                                                                   guarantees          no recourse to Investors.
will be used as long term funding for Oyster Industrial.
It is intended that these loans will be refinanced at              Principal           Interest only for the initial term with
the expiry of their terms. The key terms of the Bank               payments            full clearance of the loan balance at
Loans are:                                                                             the end of the term.

    Existing Bank Loan                                             Security            A registered first and exclusive
    Description            Term Loan 1                                                 mortgage over the Properties.

                                                                                       A registered first and exclusive
    Facility limit         $15,530,000
                                                                                       general security deed over all of the
    Interest rate          Fixed at 3.17% p.a.                                         present and after acquired property
                           to 20 October 2022                                          of Oyster Industrial Limited and
                                                                                       Oyster Industrial Properties Limited.
    Term                   to 20 October 2022
                                                                   Key                 Interest cover ratio: For Term
    Description            Term Loan 2
                                                                   covenants           Loan 2 earnings are to be at least
    Facility limit         $69,200,000                                                 2 times funding costs, comprising
                                                                                       all interest, charges and fees related
    Interest rate          50% fixed at 3.50% p.a.                                     to funding. For Term Loan 1 the
                           to 28 October 2024                                          ratio is 1.75 times.
                           50% at Westpac’s 90-day bank bill                           Loan to value ratio: Not to exceed
                           rate plus a margin of 2.15% p.a.1                           55% of the value of the Properties
                                                                                       and all other assets secured to
    Term                   3 years from settlement of
                           77 Westney Road (expected term                              Westpac.
                           expires on 28 October 2024)

1
     The indicative interest rate at 24 August 2021 is 2.65%pa.
                                                                  On liquidation of Oyster Industrial the Bank Loans and
                                                                  all other liabilities of Oyster Industrial (including under
                                                                  the leases and Oyster Industrial’s business as usual
                                                                  activities) will rank in priority to the Shares.

    12 HARBOUR RIDGE DRIVE

26        OYSTER INDUSTRIAL LIMITED
2.6    UNDERWRITES                                         Repayment of the Underwrites

To ensure that Oyster Industrial will be able to purchase   If the Wyborn Underwrite is required to settle
77 Westney Road, Oyster Industrial has entered into:        77 Westney Road, the Manager will, on behalf of
                                                            Wyborn, re-sell any Shares subscribed for under the
a)	an underwrite agreement with the Manager pursuant
                                                            Wyborn Underwrite. Once all of the Shares subscribed
  to which the Manager has agreed to subscribe for
                                                            for under the Wyborn Underwrite have been re-sold, the
  any Shares that have not been subscribed for up to
                                                            Manager will re-sell any Shares subscribed for under the
  a maximum of 2,192,982 Shares ($2,500,000). The
                                                            Oyster Underwrite. The Manager will offer the Shares for
  underwrite fee is 3% of the underwritten amount; and
                                                            sale on the same terms and conditions as the issue of
b)	an underwrite agreement with Wyborn pursuant to         Shares by Oyster Industrial as set out in this PDS.
  which Wyborn has agreed to subscribe for any Shares
  that have not been subscribed for up to a maximum
  of 13,859,649 Shares ($15,800,000); if Shares remain
  unsubscribed after the full amount of the Oyster
  Underwrite has been called upon. The underwrite
  fee is 3% of the underwritten amount plus 1% of
  the amount drawn down. There is a penalty return
  payable on the amount of the underwrite drawn
  down of 9% p.a., payable by Oyster Industrial to
  Wyborn on any amount of the drawdown amount
  not repaid 5 months after the drawdown, calculated
  daily, and paid monthly in arrears.

                                                                                            12 HARBOUR RIDGE DRIVE

                                                                                            101 MCLAUGHLINS ROAD

                                                                                PRODUCT DISCLOSURE STATEMENT        27
2.7    DIRECTORS OF
        OYSTER INDUSTRIAL
Oyster Industrial is overseen by a
board of directors that is led by
Joanna Perry, as Chair. The members
of the Board are also the directors
of the Manager:

                                      Joanna Perry – Chair              Mark Schiele – Director

                                      Joanna has a wealth of            Mark is a Director of Oyster
                                      governance experience             Industrial, a Director of Oyster
                                      spanning a range of industries.   Property Group Limited, and
                                      Her current roles include Chair   Chief Executive of Oyster
                                      of Oyster Property Group,         Management Limited (the
                                      Non-Executive Director of         Manager of Oyster Industrial).
                                      Partners Life, Nyriad Limited,
                                      Helius Therapeutics Limited,      Mark has been instrumental
                                      and Lodestone Energy Limited,     in setting and implementing
                                      and a Trustee of the London-      the innovative strategic
                                      based IFRS Foundation.            direction for Oyster Property
                                                                        Group, including the
                                      Joanna’s previous director        development of the successful
                                      roles include listed companies    Dress- Smart outlet centre
                                      Trade Me, Kiwi Property Group,    chain, the amalgamation of
                                      Genesis Energy and CCO            Prime Retail Management and
                                      Regional Facilities Auckland,     Oyster Property Group, and
                                      as well as sports bodies Rowing   the growth of Oyster’s funds
                                      New Zealand and Sports            management business.
                                      New Zealand. She was also
                                      previously Chair of the IFRS      Mark completed a Bachelor of
                                      Advisory Council. Before taking   Property Administration degree
                                      on director roles, Joanna was     at the University of Auckland
                                      a partner with KPMG. She          1991. He went on to hold
                                      was also a member of the          various management positions
                                      Securities Commission.            with Challenge Properties,
                                                                        St Lukes Group, Richard Ellis
                                      Joanna is a Chartered             (now CBRE) and Westfield.
                                      Fellow of the Institute of
                                      Directors. She has been
                                      awarded membership of the
                                      New Zealand Order of Merit.

28     OYSTER INDUSTRIAL LIMITED
Gary Gwynne – Director            Sophie Haslem – Director          Robert Percy – Director

Gary began his career in          Sophie has extensive executive    Robert has more than 20 years
advertising and marketing.        and consulting experience         of financial services and
He first joined Charles Haines    in strategy and corporate         property experience in both
Advertising, then Nestlé,         finance having held positions     the UK and Australia.
leaving in 1971 to establish      with a diverse range of
Colenso Auckland. During his      companies in New Zealand          Rob is Cromwell’s Chief
16 year tenure with the agency,   and Australia, including          Investment Officer and is
he was Managing Director          New Zealand Post, Citibank        responsible for Cromwell’s
of both the Wellington and        NA, ANZ Investment Bank,          investment, transactions,
Auckland operations.              and Cap Gemini Ernst & Young.     and merger and acquisition
                                                                    activities. He plays a central
In 1987, Gary founded Outdoor     Sophie is currently Chair of      role in the development and
Heritage (now Rodd and Gunn),     Meteorological Service of         capital raising of new products
selling the exclusive Rodd and    New Zealand, and a Director       for both Cromwell’s ASX listed
Gunn and Logan labels.            of diversified investment firm    business and its European and
                                  Rangatira, Omphalos, Kordia,      Australian funds management
He was a founding director        CentrePort and Livestock          operations. Rob is also integral
of Dress-Smart and is a           Improvement Corporation.          in the operations of Cromwell’s
former director of Michael Hill                                     associated entities, LDK
International Ltd and Sheppard    She is a chartered member of      Healthcare and Oyster Property
Industries Ltd.                   the NZ Institute of Directors,    Group and is a Director on
                                  and holds a Bachelor of           both Boards.
                                  Commerce and Post-Graduate
                                  Diploma in Management from        Prior to joining Cromwell in
                                  the University of Melbourne.      2012, he worked for some of
                                                                    the world’s leading financial
                                                                    services firms, including
                                                                    NM Rothschild & Sons,
                                                                    PricewaterhouseCoopers,
                                                                    and Investec Bank.

                                                                   PRODUCT DISCLOSURE STATEMENT        29
2.8     THE MANAGER
Oyster Industrial is managed by the
Manager, which is a wholly-owned
subsidiary of Oyster Property Group
Limited. The Manager is one of
New Zealand’s leading property
fund managers, managing a range
of retail, office, and industrial
assets throughout New Zealand,
with a combined value in excess          Mark Schiele                     Rachel Barr
                                         – Chief Executive Officer        – Chief Financial Officer
of $2.1 billion.

Directors of the Manager                 Mark is responsible for          Rachel leads Oyster
                                         overseeing all of Oyster         Management Limited’s Finance
The directors of Oyster Industrial are   Management Limited’s             Team and is responsible for
also the directors of the Manager.       operations and implementing      financial management and
                                         Oyster’s agreed strategy.        reporting, capital and cash flow
The directors must act in the best       Mark is a Director of Oyster     management, and taxation
interests of Oyster Industrial. The      Management Limited.              compliance functions.
Manager has adopted a conflicts
policy which sets out how director       Prior to his time with Oyster,   She has over 20 years’
                                         Mark held various management     experience working in
and employee conflicts of interest
                                         positions with Challenge         accounting and finance roles in
will be managed.
                                         Properties, St Lukes Group,      both New Zealand and the UK.
                                         Richard Ellis, and Westfield.    She worked for nine years at
Key Personnel of the Manager
                                         In 1997, he joined Prime         NZX-listed Goodman Property
The following personnel of the           Retail Management Limited        Trust where, during that time,
Manager who will be responsible          as General Manager and           Goodman grew from managing
for the management of Oyster             was appointed to the Board       $250M in property assets to
Industrial alongside the Board are:      in 2001.                         managing over $2 billion in
                                                                          property assets. In the UK,
                                         Mark completed a Bachelor of     she gained fund management
                                         Property Administration degree   experience with Rockspring
                                         at the University of Auckland    Property Investment Managers,
                                         in 1991.                         working on various Pan-
                                                                          European property funds.

                                                                          Rachel is CA qualified and
                                                                          holds a Bachelor of Commerce
                                                                          degree from the University of
                                                                          Auckland, with a double major
                                                                          in Financial Accounting and
                                                                          Commercial Law.

30     OYSTER INDUSTRIAL LIMITED
James Molloy                            Steven Harris                      Ian Hasell – General Counsel
– General Manager Investment            – General Manager Property         and Company Secretary

James joined Oyster in 2010 as          Steven joined Oyster in 2012       Ian is responsible for the legal
a Retail Leasing Executive, and         and is responsible for the         and regulatory affairs of Oyster
subsequently moved into equity          strategic direction of Oyster’s    Management Limited, ensuring
raising and transactions roles.         entire property portfolio.         legal compliance and limiting
                                        Steven provides consistent         risk exposure.
As General Manager – Investment,        asset management processes,
James executes the strategy             strategy, and leadership to the    Ian has over 20 years’
for investment decisions made           entire property team.              experience providing in-house
by Oyster. He is responsible for                                           legal advice to corporates,
the creation of fund structures,        Prior to his time with Oyster,     including five years at Mitre 10
acquiring and divesting of assets,      Steven was a commercial            New Zealand as Associate
and securing the appropriate equity     property valuer at CBRE for six    Legal Counsel and Privacy
for investments through Oyster’s        years which, combined with his     Officer. Prior to that, Ian spent
retail, wholesale and capital partner   more recent Oyster experience,     14 years at DNZ Property
networks. James oversees Oyster’s       enables him to offer expertise     Group, with the last six years
Transaction, Investor Relations and     in what drives the value of        as General Manager Corporate
Equity Raising teams.                   commercial property.               Services where he undertook
                                                                           a wide range of legal and
Previous to his time with               Steven completed a Bachelor        compliance work ranging from
Oyster, James spent two years           of Property at the University      prospectus preparation and
representing national retail brands     of Auckland in 2005, and is        registration, to compliance and
such as Kathmandu, Warehouse            a member of the Property           governance processes.
Stationery, Noel Leeming Group          Institute of New Zealand.
and Bendon, where he provided                                              Ian holds Bachelor of Laws and
strategic property advice to help                                          Bachelor of Arts degrees from
optimise the performance of their                                          the University of Canterbury,
businesses.                                                                and is a Member of the
                                                                           New Zealand Law Society and
James was recognised with                                                  a past president of the In-
New Zealand Property Council’s                                             house Lawyers Association of
GreensceneNZ Sheree Cooney                                                 New Zealand.
Memorial Award – Young Achiever
of the Year in 2017. He holds a
Bachelor of Property degree from
the University of Auckland and is
a member of the Royal Institute of
Chartered Surveyors.

                                                                          PRODUCT DISCLOSURE STATEMENT         31
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