MPG Everyday Essentials Trust
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MPG Everyday Essentials Trust An opportunity to invest in quality properties tenanted by some of Australia’s best known retail brands catering for Everyday Essentials. Issuer: MPG Funds Management Ltd INFORMATION MEMORANDUM ABN 81 102 843 809 AFSL 227114 WHOLESALE OFFER
WHAT YOU NEED TO DO 1. Read Please read this Information Memorandum carefully and in its entirety. 2. Consider Consider all of the risk factors and other information concerning the Trust in light of your investment objectives and needs. You may also wish to consult with your financial adviser at this point. 3. Complete Complete the Application Form attached to this Information Memorandum following the instructions set out on page 48. 4. Mail The completed Application Form, AML checklist and Accountant’s Certificate (where applicable) should be mailed to: MPG Funds Management Ltd PO Box 1307, Camberwell VIC 3124 CONTACTING US Client enquiries: 1300 668 247 Email: invest@mpgfm.com.au Website: www.mpgfm.com.au CONTENTS KEY FEATURES AND BENEFITS OF THE OFFER 1 This Information Memorandum (IM) relates to the MPG Everyday Essentials Trust (Trust) and is dated 1 March 2021. The Offer of Units CHAIRMAN’S LETTER 2 pursuant to this IM is made by MPG Funds Management Ltd (MPG) (ACN 102 843 809) as Trustee of the Trust. Please read the whole of this IM in INVESTMENT OVERVIEW 3 its entirety and note the investment considerations and risks as set out on page 28. THE PROPERTY 4 This Offer closes at 5.00 pm (Melbourne Time) on 31 July 2021, unless the WOOLWORTHS AND SITE SELECTION 6 Trustee decides to close the Offer earlier or extend it, which it may do so without notice. STRUCTURE AND OPERATION OF THE INVESTMENT 8 The IM has been prepared by MPG Funds Management Ltd. It sets out ABOUT MPG 14 information about the MPG Everyday Essentials Trust, upon which the recipient can base a decision as to whether to invest in the Trust. For the FINANCIAL INFORMATION 18 conditions of issue of the IM please refer to page 45 of this document. TAXATION CONSIDERATIONS 24 The information given in this document is of a general nature and has been prepared without taking account of your individual investment FEES AND OTHER COSTS 26 objectives, financial situation or particular investment needs. Before INVESTMENT CONSIDERATIONS AND RISKS 28 making an investment decision on the basis of this IM, you should consider the appropriateness of the information, having regard to your VALUATION REPORT 31 objectives, financial situation and needs. We recommend you consult with a financial advisor, who can help you determine how best to achieve your DEPRECIATION REPORT 36 financial goals and whether investing in the Trust is appropriate for you. CONTRACT SUMMARIES AND OTHER INFORMATION 37 This IM can only be used by investors receiving it electronically or otherwise in Australia and New Zealand and does not constitute an offer CONDITIONS OF ISSUE 45 in any other jurisdiction or to anyone whom it would not be lawful to make such an offer. GLOSSARY46 The Offer contained in this document is not made pursuant to a GUIDE TO COMPLETING THE APPLICATION FORM 48 disclosure document that has been lodged with ASIC. ASIC takes no responsibility for the content of this document. No Offer or invitation to APPLICATION FORM 49 subscribe for interest in the Trust will be made pursuant to this IM if the Offer must be accompanied by a Product Disclosure Statement under ACCOUNTANT’S CERTIFICATE 53 Chapter 7 of the Corporations Act. The Trust is a managed investment scheme and is not required to be registered under Chapter 5C of the Corporations Act. The images contained in this IM may not represent assets contained in the Trust.
Key Features and Benefits of the Offer TRUST OBJECTIVE The objective of the Trust is to provide Investors with regular tax-advantaged income and the potential for capital growth through an investment in an established Woolworths supermarket with eight specialty tenants. Features Initial property consists of a strongly trading Woolworths supermarket, and Benefits with eight specialty tenants located in the growing metropolitan area of Sandgate in Brisbane, Queensland. The Trust has been set up to allow for the addition of new properties over time if they meet the strict investment criteria. National tenant on long-term lease – The anchor tenant Woolworths Group Limited has been secured until February 2029 (plus 2 additional five-year options). Including the specialty tenants, the WALE for the centre is approximately 6.5 years. Attractive regular tax-advantaged returns – Forecast cash yield of 6.15% pa1 to be paid quarterly. Depreciation and building allowances mean a high proportion of this income will be tax-advantaged. Potential for capital growth – Long term population growth forecast for the region and fixed rental growth augurs well for future capital price appreciation. Experienced manager with a proven track record – The Trustee, MPG Funds Management Ltd and its Directors have significant commercial property investment, management and development experience with similar retail based investment properties. Defined Exit Strategy – The Trust has a defined exit strategy at the end of seven years. Reduced capital volatility – Australian direct property has historically experienced lower volatility than listed Australian and international shares and REIT’s.2 Risks The risks are typical of those that would apply to investments in real property and in units in property trusts. Key risks are outlined in the Information Memorandum. Target Wholesale Investors seeking an investment opportunity in commercial Investors property, who typically are seeking regular tax-advantaged income and who don’t have the expertise, opportunity or time to undertake the projects themselves. What else Minimum Investment $500,000 for Wholesale Investors, or $250,000 should I know? for Professional or Sophisticated Investors with an approved Accountant’s Certificate. The Offer will close on 31 July 2021 which can be changed without notice. 1 estimate only and not guaranteed to occur. Refer to page 18 for forecast assumptions. 2 Atchison Consultants MPG Everyday Essentials Trust Information Memorandum1
Chairman’s Letter The Trust aims to provide Investors with sustainable and stable, tax-advantaged income with the potential for capital growth. Dear Investor It gives me great pleasure to present you with this exciting opportunity to invest in the MPG Everyday Essentials Trust (Trust). MPG Funds Management Ltd (MPG) in its capacity as Trustee for the Trust has entered into a Heads of Agreement to purchase a strongly trading Woolworths supermarket, with eight specialty tenants located in the growing metropolitan area of Sandgate in Brisbane, Queensland. Woolworths Sandgate is the dominant major supermarket in Sandgate, which is located in a metropolitan area 25 kilometres north of Brisbane. The Brisbane City Council has zoned this area “DC1 - District Central Zone” and the site enjoys three sided access and ample carparking. MPG intends to pay distributions quarterly in arrears from 31 September 2021 and distributions are estimated to be 6.15% pa1 pro-rata for the forecast period ending 30 June 2022, which is higher than most cash rates currently on offer. The Trust will have an initial seven year term ending on or around the seventh anniversary of the Closing Date unless the Property is sold earlier. Where Investors decide the term of their investment in the Trust is to be extended beyond its initial seven year term, the Trustee intends to implement a liquidity strategy to assist Investors wishing to realise their investment in the Trust. This will include a first right of refusal for existing investors to purchase the units of those wishing to exit at this point. The Trust aims to provide Investors with sustainable and stable, tax-advantaged income with the potential for capital growth. The Property enjoys high visibility from passing traffic with good accessibility from the major arterial roads. The Trust will have a weighted average lease expiry of approximately 6.5 years from settlement of the Property. MPG is an experienced specialist property funds manager with a highly skilled and motivated team that extends across asset management, property management, property development and property investment. MPG and associates have over 40 years’ experience in property investments, development and management. In this document we have provided information about the Trust structure, investment considerations and risks and proposed gearing finance by the Trust. We encourage you to read the full Information Memorandum (IM) to better acquaint yourself with the Trust and carefully weigh the opportunities and risks which affect this investment. Potential investors with questions on how to complete the Application Form or the contents of the IM should seek advice from their professional adviser. On behalf of the Board of Directors, I look forward to welcoming you as a Unitholder in this exciting investment opportunity. Yours faithfully MPG Funds Management Ltd Trevor Gorman Chairman 1 Estimate only and not guaranteed to occur. For a full explanation of forecast returns refer to page 18 of this IM. 2 MPG Everyday Essentials Trust Information Memorandum
Investment Overview Offer opens Offer closes KEY DATES 1 March 2021 31 July 20212 ITEM SUMMARY The investment A standalone Woolworths supermarket and eight specialty tenants located in Sandgate, QLD. (GLA: 4,599 sqm, Site Area 6,432 sqm). Detailed on page 4. Type of investment Units in an unlisted property trust. Detailed on page 9. Units on offer 16,650,000 Ordinary Units of $1.00 per unit. Detailed on page 9. Minimum subscription The Trust is raising $16,650,000 which is not underwritten. Detailed on page 9. Forecast returns 1 Initial forecast return of 6.15% pa1 with a significant portion of this income being tax- advantaged. Detailed on page 18. The Tenants Woolworths Group Limited (ACN 000 014 675) and eight specialty tenants. Detailed on page 4. The lease terms The Woolworths lease is for twenty years, with approximately 8 years remaining (from the date of this IM) plus five further five-year options. Detailed on page 40. Minimum Minimum Investment $500,000 for Wholesale Investors, or $250,000 for Professional or investment Sophisticated Investors with an approved Accountant’s Certificate, with upwards multiples of $50,000. Detailed on page 9. Issuer/Trustee MPG Funds Management Ltd (ACN 102 843 809) AFSL 227114 is the Trustee and Issuer of the Units. Detailed on page 14. Term of the Trust and The investment term is expected to be approximately seven years from the settlement of Liquidity of the Units the property. In approaching the end of the seven-year term, Unitholders will be given the opportunity to sell their Units or extend the term of their investment. This exit procedure will include a first right of refusal to existing investors wishing to continue their investment. The termination and windup process may take up to two years after the end date of the Initial Term. The Trustee does not expect the Trust will be liquid. Unitholders will only have the right to sell any Units they buy subject to approval by the Trustee. The Units will not be listed on any stock exchange and will be redeemed or repurchased by the Trustee, at the Trustee’s sole discretion. See page 9 for details on liquidity. Debt facility A subsidiary of a large international bank has provided the Trust with an expression of interest of finance to provide a debt facility for the purposes of partially funding the purchase of the property. The prospective lender’s term sheet is subject to satisfactory due diligence and documentation. The Trustee intends to document and establish the debt facility prior to the Closing Date with an initial term of five years and a lending to value ratio of approximately 55% of the independent property valuation. MPG has received initial approval to hedge 100% of the initial debt for the first five year loan term. At the end of the initial five year term MPG intends to enter into a further loan facility on similar terms. Detailed on page 11. Distributions The Trustee intends to pay distributions quarterly in arrears from 31 September 2021. Detailed on page 10. Entry and Exit Fees There are no entry or exit fees. Detailed on page 26. Management costs Estimated Administration Expenses Ratio of no more than 0.82% plus GST per annum of Gross Asset Value (estimated to consist of 0.55% management fees plus 0.27% ongoing expenses administration expenses per annum). Detailed on page 26. Purchase price $30,700,000 as per the Independent Valuation summarised on page 31. Estimate only and not guaranteed to occur. For a full explanation of forecast returns refer to page 18 of this IM. All areas are 1 approximates only. 2 These dates are indicative only and the Trustee reserves the right to close the Offer early or extend the Offer. MPG Everyday Essentials Trust Information Memorandum3
The Initial Property The Initial Property consists of a Woolworths supermarket and eight specialty tenants as outlined below: Sandgate Central Address 1 Bowser Pde, Sandgate QLD 4017 Independent Valuation $30,700,000 Occupancy 97.61% Tenants Lease Options Rental Tenant sqm Term (years) increases Turnover Woolworths Group Limited 3,579 20 years 5x5 years Rental Chemist 220 5 years 5 years 3.5% The Coffee Club 159 6 years 5 years 2.0% Newsexpress 143 5 years 5+5 years 3.0% Bottleshop 141 10 years - 3.0% Indian Restaurant 113 5 years 5 years 4.0% Vacant 110 - - - Bakery 60 5 years 5 years 4.0% Travel Agent 44 5 years 5 years 3.0% Jeweller 30 4 years 4 years 4.0% Total 4,599 WALE (years) 6.5 years Site area 6,432 sqm Zoning Brisbane City Council (DC1 - District Central Zone) Car spaces 117 * All areas in the table above are approximate areas only. Future Property Acquisitions MPG will seek additional properties that fit the investment strategy, which targets properties in the range of $5 million to $50 million in value with bluechip anchor retail tenants •T he Trustee may fund additional properties wholly such as: Woolworths, Coles, Aldi and Bunnings providing through debt facilities, with a requirement that such debt Everyday Essential retail items with the following process to is paid down so that the Trust’s overall gearing ratio does be followed: not exceed 60% for more than a 12-month period. It is envisaged that the long-term average gearing for the • Each additional property must be capable of achieving Trust will be no more than 55%. comparable long-term returns to those received by Unitholders immediately prior to the acquisition. •A satisfactory assessment of the condition of the buildings and services on each additional property. • The purchase price will be supported by a written independent valuation. •A satisfactory legal due diligence on all documents associated with the acquisition. 4 MPG Everyday Essentials Trust Information Memorandum
SANDGATE CENTRAL 1 Bowser Pde, Sandgate QLD, 4017 Sandgate is a bayside suburb of Brisbane, QLD and is The Centre’s main vehicular entry is off Lagoon Street to located approximatley 25kms north west of the Brisbane the north which provides direct access to the undercroft car Central Business District and is overseen by the Brisbane park and adjoining at-grade council car park. Alternatively, City Council. vehicular access can also be achieved from Rainbow Street with pedestrian access from Bowser Parade. Sandgate was a popular seaside destination for Brisbane’s colonial settlers in the late 1800s. Its rich historical past is a The surrounding precinct is the region’s dominant feature of the area today, with many homes and buildings destination for other major businesses such as Aldi, reflecting the classic architectural styles of this bygone era. McDonalds and the local bank branches for Commonwealth Bank and NAB. Sandgate Central is located on Bowser Parade, which is a prominent location in central Sandgate. Public transport A number of schools are provided in the surrounding area is available via bus from Bowser Parade and rail travel to including: Sandgate District State Primary School, Sacred the Brisbane CBD is available at Sandgate Station located Heart Primary School and Sandgate District State High approximately 100 metres from the Property. School. MPG Everyday Essentials Trust Information Memorandum5
Woolworths and Site Selection About Woolworths Woolworths Limited is a major Australian company Woolworths Ltd (ASX:WOW) is listed on the Australian with extensive retail interests throughout Australia and Securities Exchange with a market capitalisation of over New Zealand. In Australia there are 1024 Woolworths $49.9 billion. In addition to supermarkets, Woolworths supermarket stores, metro stores and the liquor division has other diverse retail operations which include: discount BWS has 1300 stores across Australia. Woolworths department stores (BigW), Liquor (Dan Murphy’s,BWS, supermarket has more than 115,000 employees within the Cellarmasters) and Hospitality. division serving 14 million customers every week. Woolworths has had a significant investment programme for new stores over the past twenty-five years and over this period there has been strong growth in sales and Earnings Woolworths is listed Before Interest and Tax (EBIT) particularly recently as outlined in the chart below. on the ASX, with a Woolworths key financial indicators1 market capitalisation 2020 2019 2018 of over $49 billion. Revenue ($bn) 63.7 60.2 57.2 Earnings before interest and tax ($bn) 3.2 2.7 2.5 Total Assets ($bn) 37.5 23.4 23.5 Return on Equity (%) 16.3 16.3 15.5 Return on Assets (%) 5.2 7.5 6.9 1 Woolworths Annual Report 2020 Woolworths Site Selection Site selection is an important component of Woolworths’ Criteria: Property locations enjoy high visibility from pass property strategy, the overall aim of which is to: through traffic on main roads. • Have properties located on prominent sites with easy Prominent central location with high visibility from Bowser access and egress; Pde. • Control its long term occupancy costs; Criteria: Properties have good accessibility from major • Ensure long term tenure to the properties; arterial roads and/ or motorways. • Make provision for reinvestment from both Woolworths The property has three street frontages with excellent and any future owners of its properties; and accessibility from Lagoon St and Rainbow St. • Manage working capital effectively. Criteria: Properties are located in areas where Woolworths has thoroughly researched the demographics of that area The location of each asset is strategically selected to that support stores in both the short and long term. support the Woolworths business and the Property located Main Trade Area 2016 at Sandgate fits these selection criteria as follows: • Population: 4,909 • Households: 1,943 within 10km Criteria: Properties are generally located in established retail/ industrial precincts within close proximity to major • Home Ownership: 61.1% shopping centres or malls. • Household Income: $75k per annum The Property is located in a town centre location. (Source: Census 2016) 6 MPG Everyday Essentials Trust Information Memorandum
Demographic Data Trade Area The primary trade area comprises an estimated 4,909 people. Socio Economic Profile – Main Trade Area Australian Sandgate MTA Average Annual household income $75,088 $74,776 Median Age 46 38 0-14 16.8% 18.7% 15-19 5.3% 6.1% 20-29 6.8% 13.8% 30-39 9.1% 14.0% 40-49 17.9% 13.5% 50-59 14.2% 12.7% 60+ 29.9% 21.9% Country of Birth Australia 75.5% 66.7% Overseas born - England 5.6% 2.2% Overseas born - New Zealand 3.7% 2.2% Overseas born - other 15.2% 27.2% Average people per dwelling 2.4 3.2 Houses owned/being purchased 61.1% 65.5% Houses rented 34.1% 30.9% Family Type Couple dep. child 47.9% 44.7% Couple no child/no dep. child 36.5% 37.8% Single parent dep child 14.0% 15.8% Single person 1.6% 1.7% Source: Census 2016 MPG Everyday Essentials Trust Information Memorandum7
Structure and operation of the Investment Overview The structure of the Trust is shown in the diagram below. MPG Funds Management Ltd (Trustee) Trust Deed Lending Institution Investors MPG Everyday Essentials Trust (firstFinancial registeredInstitution mortgage) Loan agreement (proposal received) Trust Property Sandgate Central Introduction The MPG Everyday Essentials Trust (Trust) has been formed matters as outlined on page 39. Upon the successful capital for the purpose of acquiring and holding a Woolworths raising and satisfaction of our due diligence enquiries, MPG supermarket and eight specialty tenants located in will enter into a Contract of Sale for the property. Sandgate (QLD) and other properties meeting the acquisition criteria for medium term investment purposes. Following settlement of the property, which is expected to occur in early June 2021, all Leases, Titles, business names It is a managed investment scheme that is not required and other assets relating to the property will be transferred to be registered under Chapter 5C of the Corporations to MPG as Trustee of the Trust. Act (Act) and is relieved from some of the disclosure requirements of the Act. MPG Funds Management Ltd An expression of interest of finance to fund the acquisition (MPG) (AFSL 227114) will act as the Trustee of the Trust. has been received from a subsidiary of a major International The operation of the Trust and the responsibilities of the Bank for an initial five year term as outlined on page 11. Trustee are governed by the Trust Deed, the Corporations Act and other relevant laws. The Trust MPG Funds Management Ltd (MPG) has entered into a The Trust is governed by the Trust Deed which is Heads of Agreement to purchase the Property as trustee of summarised on page 37 of this document. the Trust subject to a successful capital raising and other 8 MPG Everyday Essentials Trust Information Memorandum
Units in the Trust Minimum and Maximum Subscriptions and Offer Conditions You may apply for Ordinary Units in the Trust by completing the Application Form at the back of this IM and sending it The minimum and maximum amount to be raised through to MPG. MPG reserves the right to reject your application cash subscription by the Trust is $16,650,000 and MPG will in whole or in part without giving a reason for doing so. In only release money from the Application Account when this instance, MPG will return the Application Money to the this minimum subscription amount has been received. applicant within twenty-one days of issuing the notice of Furthermore should this amount not be raised within rejection together with any accrued interest, less any taxes three months of the date of issue of this Offer, then the and bank fees in connection with the Application. Application Money will be refunded to applicants in full with a pro-rata share of the interest earned on the amount and Application Monies will be deposited into an interest the Offer will not proceed. The Offer is not underwritten. The bearing account in the name of the Trustee and the Trust. allotment of Trust interests will proceed as soon as possible after the Subscription Period has closed. If your application is accepted, in return for your Application Money, you will be allotted Ordinary Units in the Trust at Unit Pricing the discretion of the Trustee, which entitle you to pro-rata distributions of the net property income of the Trust in The Application Price will be set at $1.00 until the close of proportion to your total unitholding. the Offer. When an Application is accepted, the number of Units Withdrawal Prices are calculated in accordance with the issued will equal the amount received, divided by the following formula: Application Price. Application monies paid by cheque will • Withdrawal Price = (Net Asset Value – estimated selling not be processed until the cheque is cleared. costs) / Units on Issue If the Application is accepted, the Trustee will allot Ordinary Net Asset Value is represented by the Assets of the Trust Units to you within 7 days of the Closing Date. (which includes all investments at valuation and financial assets such as debtors and distribution income receivable The Trustee will issue to each investor a holding statement, from all investments) less liabilities of the Trust, which which will state the class and number of Units in the Trust, include: borrowings, accrued costs, charges and expenses, held by the Investor. A register of all interests will be held contingent liabilities, performance and management fees by the Trustee. provisions and unpaid distributions. Estimated selling costs are determined by the Trustee, and may include agent’s The Offer, Permitted Investors commission, advertising etc. and Minimum Application Amounts The Offer is a limited offer under the Corporations Act with Limited Withdrawal Facility the Trustee is raising $16,650,000. Wholesale Investors are There are no mandatory withdrawal rights offered to invited to invest in the Trust by subscribing for Ordinary Investors, other than those included in the Trust Deed, Units. The Application Price for Ordinary Units has been which specifies that the Trustee must accept, reject or set at $1.00 per unit. If there is demand for more than partially accept a withdrawal request only if the Trust is $16,650,000 then Investors may be scaled back and “liquid” as determined by the Trustee. However, as property Applications may be accepted by the Trustee in part at the is by its nature an illiquid asset, we do not anticipate the discretion of the Trustee. Trust will be “liquid” very often, if at all. Where the Trust is illiquid, withdrawals will only be available on issuance of a The Offer opens on 1 March 2021 and is anticipated to close Withdrawal Offer by the Trustee. on 31 July 2021. Units will be allotted to successful investor applications as outlined above. The Trustee reserves the The Trustee considers that it is unlikely that any Withdrawal right to close the Offer early or extend the Offer and there is Offer will be made before the expiry of the Term of no cooling off right for Investors. You cannot withdraw your the Trust however it reserves the right to make limited Application once it has been received. Withdrawal Offers at its sole discretion. In the unlikely event that a Withdrawal Offer is made by the Trustee before The Offer is one that does not require the giving of a Product the expiry of the Term, if the total amount of Withdrawal Disclosure Statement under the Corporations Act and MPG requests exceeds the amount allocated, you and each other can accept minimum investments of $500,000 from wholesale Investor will enjoy a pro-rata entitlement to redeem your investors, or $250,000 from Professional or Sophisticated Units according to the number you have asked to redeem. Investors with an approved Accountant’s Certificate, with upwards multiples of $50,000 in accordance with Chapter 7 of the Corporations Act. MPG Everyday Essentials Trust Information Memorandum9
Structure and operation of the Investment Term and Opportunity to Sell Extension period up and until the termination of the Trust in accordance with the Trust Deed. Under the Trust Deed, the This investment should be viewed as a medium-term Trust will terminate on the 80th anniversary of the day before investment with an anticipated Initial Term of approximately the Trust commenced or in accordance with the Corporations seven years from the Settlement Date. Act or any other law or at the Trustees discretion. Approximately six months prior to the end of year seven, all Investors will be given the option (via a Term Extension Sale or Transfer of Trust Units Proposal Letter) of extending the term of the Trust for a The transfer of Units in the Trust must be in writing, signed further seven year term or offering to sell their units at by both the Transferor and the Transferee and lodged with a price determined by the Trustee. The Term Extension MPG for registration. The transfer must be approved by Proposal Letter will also contain a copy of the most recent the Trustee and the Trustee can withhold this approval for valuation summary and estimated forecasts to allow transfer at its sole discretion. Investors to make an informed decision. Investors who do not notify the Trustee that they wish Distribution Policy and Financial Accounts to exit the investment within three months of the Term It is anticipated that distributions will be made on a quarterly Extension Proposal Letter being made will be deemed to in arrears basis from 31 September 2021 and may be of have elected to remain in the investment for the extended income and/or capital in nature. The Trustee intends to period. distribute available net income, and return capital to investors at the expiry of the Trust term or as Trust assets are realised, In order to exercise their right to exit the investment, however distributions are not promised or guaranteed. Investors must respond in writing before the date prescribed by the Trustee in Term Extension Proposal Letter. The Trust will pay distributions to Investors from its cash from operations (excluding borrowings) available for By electing to exit the investment, Investors automatically distribution. This is to mitigate the risk that distributions authorise the Trustee to dispose of the Investors Units in received from unrealised gains, capital, borrowings or other the Trust. support facilities may not be commercially sustainable over the longer term, particularly when property values are not The Trustee’s determined price per Unit will be based increasing. on the Net Asset Value of the Trust at an independent valuation (obtained at the time by the independent valuer All distributions will only be paid directly into an Australian engaged at the Trustee’s discretion) less estimated selling bank account or other account with a financial institution costs determined by the Trustee, which may include agent’s (where there is a branch in Australia). If valid bank details commission, advertising etc. are not provided, the Trustee may delay processing an Applicant’s application and/or an investor’s distribution In the first instance these Units will be offered to other payment. Distributions will not be paid by cheque. existing Unitholders in the Trust in proportion to their The Trust does not have a distribution re-investment facility. existing unitholding and Unitholders will have 60 days to respond to this first instance offer. In the event that this first The Trustee anticipates that distribution payments to instance offer is not fully subscribed then the remaining unitholders will contain some portion of tax deferred Units will be offered as a secondary offer to existing amounts. Tax deferred amounts arise through the different Unitholders to apply for these remaining additional Units treatment of expenses and depreciation allowances on within 60 days on a “first come first served” basis. If the buildings and plant and equipment within a building for existing Unitholders decline to purchase these additional accounting and taxation purposes. Changes in the amount Units after the expiry of this 60 day period, then the Trustee of depreciation, interest rates, the level of gearing and other may invite applications from other parties. Additional bank risk factors may influence the actual tax-deferred amounts debt may also be drawn down to buyback Units of Investors of a distribution. Refer to page 24 for further information wishing to exit at this point. regarding tax deferred distributions. If the Units remain unpurchased after six months from the The financial reports will be available to Investors on date of the secondary offer, then the Trustee will resolve to request from late September of each year. Taxation wind the Trust up and distribute the proceeds to Unitholders distribution statements will be posted to all Unitholders on a proportionate basis. In the event of a resolution to wind within 90 days of the financial year end (30 June). up the Trust, the Trustee has up to two years to realise the assets of the Trust. This exit process will be repeated at the expiry of each Term 10 MPG Everyday Essentials Trust Information Memorandum
Gearing Policy Proposed Loan Term MPG as Trustee, maintains and complies with a written An expression of interest of finance has been received policy that governs the level of gearing at an individual from a subsidiary of a major International Bank to fund the credit facility level. A higher gearing ratio means a higher balance payable for the Property. The prospective lender’s reliance on external liabilities to fund assets. This may term sheet is subject to due diligence and satisfactory expose the Trust to increasing funding costs, for example, documentation. The Trustee intends to document and if interest rates rise. A more highly geared Trust has a lower establish the debt facility prior to the amount sought under asset buffer to rely on in times of financial stress. this Offer being allotted. MPG has the power to arrange borrowings for the Trust and The key terms of the expressions of interest of finance may at any time agree with the financier to amend the terms that has been offered to MPG as Trustee of the Trust are of a loan where it is in the best interests of the Unitholders to as below. This financing has not yet been approved and do so. MPG may refinance the loans at or before the repayment finalised and the terms may be subject to change. date and this may occur through the current financier or alternate debt provider. Proposed Loan Terms Facility Limit $16,885,000 Relatively short-term borrowings and credit facilities with short expiry dates are a risk factor if they are used to Maximum LVR 55% fund assets intended to be held long term. If a trust has a Term 5 years from the facility significant proportion of its borrowings that mature within commencement date with a short timeframe, it will need to refinance. There is a risk repayment in full that the refinancing will be on less favourable terms or not available at all. If the Trust cannot refinance, it may have to sell Drawdown Date Estimated early June 2021 assets on a forced sale basis with the risk that it may realise a Interest payment Interest only capital loss. Breach of loan covenants may result in penalties being applied, or the loan becoming repayable immediately Interest Hedge Fixed for five years and the Trust may need to refinance on less favourable terms Interest Rate Base rate as quoted on the or sell assets. Additional borrowings are permitted under the Reuters “BBSY” plus the Trust Deed to fund any capital expenditure. bank margin MPG intends that the gearing ratio (calculated on the basis Security Guarantee & Indemnity of total interest bearing liabilities/total assets) of the Fund from the Trustee for the will not exceed 55%. Trust limited to: (i) First registered As per the proposed loan terms below, it is expected that mortgage over the on completion and settlement of the property that the property contained in the gearing ratio of the Trust will be approximately 55% of total Trust; and assets based on an “as is” complete valuation basis. (ii) Registered general security agreement over all All bank loans will be on a limited recourse basis which assets in connection with means that if default occurs under a loan then recourse the property contained in will generally be limited to the property to which the loan the Trust relates and Unitholders and the Trustee will have no further liability. Interest Cover Ratio 2.0 times Where appropriate the Trustee may enter into suitable hedging arrangements to protect the Trust’s exposure to Interest Cover Policy interest rate movements. The Trustee intends to enter into MPG maintains and complies with a written policy for the a fixed forward rate agreement with the debt financier to Trust that governs the level of interest cover at an individual hedge at 100% of the market base rate for an initial period credit facility level. of five years. The interest cover ratio (ICR) for a property fund is generally calculated by dividing the Trust’s earnings before MPG Everyday Essentials Trust Information Memorandum11
Structure and operation of the Investment interest, tax, depreciation and amortisation (EBITDA) excluding any unrealised gains or losses, by the Trust’s interest expense for the relevant period. An ICR is a measure of how many times loan interest is covered by the EBITDA. A property trust’s ICR is an indicator of financial health. The lower the interest cover, the higher the risk that the Trust will not be able to meet its interest payments. Typically loan facilities obtained by the Trust will include debt covenants however in some cases loan facilities may include the ability to capitalise interest payments into the loan facility. Proposed interest cover covenants for this facility will be 2.0 times earnings from the asset. Valuation Policy MPG maintains and complies with a written valuation policy in relation to the assets of the Trust. It is the Trustee’s policy to have the Trust’s assets valued in accordance with Australian Accounting Standards and as required under the Trust Deed and the Corporations Act. Independent valuations will be performed before a property is purchased or sold on an “as is” and “as if complete” basis or within two months after the Directors form a view that there is a likelihood that there has been a material change in the value of the property. Where required valuations will be performed on an annual basis and this will include either internal Directors’ valuations or external independent valuations. External valuations will be performed by valuers who are registered under a Federal or State registration scheme and valuations will comply with relevant industry codes and standards. Where external valuations are conducted, such valuations will be obtained at intervals of not more than three years. Any conflicts of interest that may arise in relation to a valuation will be referred to MPG’s compliance officer. MPG considers such a policy will ensure the reliability of valuations and mitigate the risks that an asset will not return the valuation amount when it is sold, or loan covenants may be breached. Related Party Transactions Policy MPG maintains and complies with a written policy for the Trust on related party transactions, including the assessment and approval processes for such transactions and arrangements to manage and monitor the risks of conflicts of interest. MPG’s paramount duty is to act in the best interests of Unitholders in the Trust. In summary, it is MPG’s policy that companies associated with MPG that are appointed to perform services for the Trust are engaged on an arm’s length basis and on normal commercial terms and conditions. A summary of these engagements are included on page 41. 12 MPG Everyday Essentials Trust Information Memorandum
MPG Everyday Essentials Trust Information Memorandum13
About MPG MPG Funds Management MPG is the Trustee of the Trust and governs it in accordance with the Trust Deed. MPG is responsible for MPG Funds Management Ltd (ACN 102 843 809) (MPG) the application and redemption of Units, valuation and was established in December 2002 as a specialist property management of Trust assets, administration and payment funds manager and currently has funds under management of income distributions from the Trust. MPG has also in excess of $750 million. undertaken preliminary work to set up this trust structure including preparation of this IM, undertaking acquisition MPG is an unlisted public company that holds an Australian due diligence, organising the preparation of legal Financial Services Licence (AFSL 227114) to act as a trustee documentation, applications for banking finance as well as for managed investments schemes. other administrative tasks. MPG aims to provide its investors with property investment MPG currently is the trustee for fourteen other direct opportunities that offer the potential for reliable income property funds and has developed an outstanding track returns, capital growth and taxation benefits. MPG prides record in the business of property trusts and managing itself on its ability to source high quality properties, its property assets. experienced personnel, its innovative strategies and the strength of its developed networks. In 2020 and 2008, MPG was named as one of the fastest growing Australian companies in the BRW Fast 100 Awards. MPG prides itself on its In 2007, MPG was named as the tenth “Fastest of the Fast” growing companies in BRW magazine’s “Fast Starters” ability to source high quality edition. properties, its experienced In 2013, MPG was the winner of the IAIR Award for Excellence in Property Investment Management/Boutique personnel, its innovative in Australia. strategies and the strength of its developed networks. 14 MPG Everyday Essentials Trust Information Memorandum
Directors The Directors of MPG Funds Management include: Trevor Gorman Chairman FCA, Grad Dip Bus Admin Trevor has significant commercial experience gained over the past 30 years including over 19 years’ experience as a partner of Big 4 accounting firm Deloitte Touche Tohmatsu where he held the position of Managing Partner of the Victorian Growth Solutions Division and had a significant number of property industry clients. He is currently Executive Chairman of MPG Funds Management. He is a Fellow of the Institute of Chartered Accountants, holds a Public Practice Certificate and is a Registered Tax Agent. Eddie Paulsen Non-Executive Director Eddie has held senior executive positions in the financial services and funds management industries for over 30 years. Much of this was with the National Mutual Group (now AMP Ltd), where he held a number of CEO/ Executive Director positions including a funds management company (which included the listed National Mutual Property Trust and a range of other unlisted property and equity trusts), a Public Trustee company and Financial Planning Group. Brett Gorman Director/Secretary CA, F.FIN, B.Comm, Grad Dip App Fin & Invest Brett is a Chartered Accountant and Licensed Real Estate Agent and has significant experience gained in establishing and operating managed investment schemes. Prior to working with MPG, Brett held positions with Deloitte Touche Tohmatsu in the Corporate Finance, Audit and Growth Solutions divisions. He holds a Graduate Diploma in Applied Finance and Investment and Bachelor of Commerce. He is a Fellow of the Financial Services Institute of Australia, Registered Tax Agent and is a holder of a Public Practice Certificate. *This property is not part of the assets of this Trust MPG Everyday Essentials Trust Information Memorandum15
About MPG Property Experience MPG has gained significant property experience over the past 40 years including: property development, property investment and property management. Property Property Property Year Description of involvement Development Investment Management Bunnings Corio, VIC Ownership, property management and extensions 1993 - 2011 of the property until sold in 2011. Chirnside Homemaker Centre, VIC 13,752 sqm NLA & consists of 11 tenancies including: 2005 - present JB Hi-Fi, Rebel Sport and The Good Guys Mildura Homemaker Centre, VIC 17,343 sqm NLA & consists of 14 tenancies including: 2006 - present Fantastic Furniture, Chemist Warehouse, Rebel Sport HomeCentral Warrnambool, VIC 13,355 sqm NLA & consists of 5 tenancies 2007 - present including: Bunnings, Rebel Sport, Petstock, Lincraft and Forty Winks Village Lakeside Shopping Centre Pakenham, VIC 3,571 sqm NLA & consists of 12 tenancies including: 2004 - present Coles, Advantage Pharmacy and The Bottle-O Bunnings Trade Centre Pakenham, VIC Development, ownership and property 2007 - 2009 management until sold in 2009 Bunnings Wonthaggi, VIC 2009 - present 4,983 sqm Bunnings Warehouse facility Target Kadina, SA 2006 - present 3,306 sqm NLA Target store Bunnings Mt Gambier, SA Ownership and property management 2009 - 2013 until sold in 2013 Village Travel Centre, Chinchilla, QLD 1,379 sqm NLA with tenants including: Caltex, 2014 - present The Coffee Club, Subway, KFC & Bottlemart Bunnings Bundaberg, QLD 2014 - present 18,282 sqm Bunnings Warehouse facility Bunnings Blacktown, NSW 2014 - present 16,800 sqm Bunnings Warehouse facility 16 MPG Everyday Essentials Trust Information Memorandum
Property Property Property Year Description of involvement Development Investment Management Bunnings Bundamba, QLD 2015 - present 14,228 sqm Bunnings Warehouse facility Seaford Meadows Shopping Centre, SA 5,305 sqm NLA shopping centre with tenants 2015 - present including Woolworths, Chemist Warehouse and F45 Kmart Port Macquarie, NSW 2016 - present 7,037 sqm Kmart with complementary specialties Bunnings Kingston, TAS 2016 - present 16,800 sqm Bunnings Warehouse facility Coles Moss Vale, NSW 2016 - present 2,500 sqm Coles supermarket Rocks Central Shopping Centre, NSW 4,547 sqm NLA shopping centre with tenants 2016 - present including Coles, Liquorland and The Reject Shop Beaudesert Central Shopping Centre, QLD 4,474 sqm NLA shopping centre with 2017 - present tenants including Woolworths, Amcal, Specsavers and Subway Bunnings Newstead, QLD 18,386 sqm Bunnings Warehouse facility with 2017 - present complementary specialties Tweed Hub, NSW 9,757 sqm convenience retail centre 2018 - present featuring 18 convenience, large format and service based retailers Bunnings Port Macquarie, NSW 18,400 sqm Bunnings Warehouse plus 2,400 in 2018-present additional large format tenancies Seacrest Shopping Centre, WA 4,640 sqm NLA neighbourhood shopping 2018 - present centre with tenants including Woolworths and 8 specialty tenants Regional Cities Property Portfolio Centrelinks in seven locations. Childcare Centre 2018 - present Geelong. Office buildings in Armidale, Beenleigh, Toowoomba, Traralgon and Bendigo MPG Everyday Essentials Trust Information Memorandum17
Financial Information 1.1 Financial Information The Forecast Distribution, Tax-Advantaged Calculation, Pro-Forma Statement of Financial Position and Sources and Application of Funds are provided below and should be read in conjunction with the notes and assumptions in Section 1.4. These forecasts have been prepared based on best estimate assumptions and statement of significant accounting policies in this section. Investors should appreciate that many factors that affect results may be outside the control of the Trustee or may not be capable of being foreseen or accurately predicted. Accordingly, actual results may differ from the forecasts and returns in the Trust and are not guaranteed. The investment considerations and risks are outlined on page 28. The financial information has been prepared in accordance with applicable Australian Accounting Standards. It has been presented in an abbreviated form insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act. 1.2 Forecast Distribution and Tax Advantaged Calculation Table 1.2.1 Forecast distribution and tax advantaged calculation Year Ending Year Ending Note 30 June 2022 30 June 2023 Revenue Net Property Income 1.5.3 1,629,263 1,645,919 Total Revenue Expenses Finance costs 1.5.4 374,847 374,847 Base Management fees2 1.5.5 179,736 179,736 Ongoing expenses3 1.5.6 50,703 50,703 Amortisation of borrowing costs 1.5.4 61,783 61,783 Total Expenses 667,069 667,069 Net Profit 962,194 978,850 Non Cash Adjustments Amortisation of borrowing costs 1.5.4 67,783 61,783 Distribution to Unitholders 1,023,977 1,040,633 % Cash distribution yield1 6.15%1 6.25%1 % Tax-advantaged (Estimated) 1.5.8 23.2% 21.6% 1 The distribution yield has been based on the initial issue price of $1 per unit. 2 These fees are paid to the Trustee being 0.55% plus GST per annum of Gross Asset Value and calculated on the basis set out on page 26. Part of these fees have been deferred for the forecast period and may be recouped in future periods. Ongoing expenses are calculated at a rate of 0.20% plus GST and including accounting, postage, annual report costs, registry fees and 3 other administration expenses 4 All figures quoted above are GST exclusive. 18 MPG Everyday Essentials Trust Information Memorandum
1.3 Pro-Forma Statement of Financial Position 1.4 Sources and Application of Funds The following table sets out the pro-forma Statement of If the Trustee receives the Minimum Subscription under the Financial Position on expected settlement of the Property Offer, the proceeds will be applied as follows: in June 2021 and needs to be read in conjunction with the assumptions and significant accounting policies set out Sources Total $ below. Equity raised1 $16,650,000 Table 1.3.1 Pro-forma Statement of Financial Position Bank financing2 $16,885,000 30 June 2021 Total $33,535,000 $ Application Assets Cost of Property3 $32,679,278 Investment Property1 $32,679,278 Borrowing costs $185,350 Total Assets $32,679,278 Issue Costs4 & Contingency $670,372 Liabilities Total $33,535,000 Bank Borrowings 2 $16,699,650 1 Based on 16,650,000 Ordinary Units issued at $1.00 as Net Assets $15,979,628 outlined on page 9. Gearing3 51.10% 2 Based on the Lender’s expression of interest of finance as outlined on page 11. NTA per Unit4 $0.83 3 Based on the Heads of Agreement of the Property as outlined on page 39. Includes stamp duty, legal fees, independent expert 1 Based on the Independent Valuation of the Property. reports, due diligence costs etc. Acquisition, Stamp Duty and other incidental costs have been capitalised to this amount. 4 The issue costs include costs of professional advisers, IM preparation, printing production and an establishment fee of 2 Based on the Lender’s expression of interest of finance as $614,000 payable to the Trustee as outlined on page 26. outlined on page 11 and shown net of prepaid borrowing costs. 3 This has been calculated as the ratio of borrowings to total assets. This calculation differs from that of the loan-to-value ratio debt facility covenant. 4 The issue price of the Ordinary Units at the date of this IM is $1.00 and the NTA is $0.83 reflecting the impact of stamp duty on the property, manager’s fees and other issue costs in the event that they are written off. MPG Everyday Essentials Trust Information Memorandum19
Financial Information 1.5 Financial Forecast Assumptions the Trustee will be entitled to all rental income under the Lease Agreement as summarised on page 40. Basic Approach and Assumption used • The increases in the gross rent received in future years is The following assumptions and procedures have been per the relevant Lease documents. It has been assumed used to construct the forecast distribution and tax- that outgoings will grow at the estimated inflation rate advantaged calculation. Applicants are advised to review of 2.5% p.a. the assumptions and financial information and make their • The net rental income does not include future gains or own assessment. losses on revaluations of the property as the Trustee does not believe there is any reasonable basis to make 1.5.1 Forecast Period valuation predictions in respect of the property. • The forecast period is 1 July 2021 to 30 June 2023. 1.5.4 Finance Costs • All forecasts are GST exclusive. GST results in an increase in some of the expenses of the Trust however • Finance costs include interest and other costs incurred these should be offset against GST collected on rental in connection with the establishment of the Trust’s debt paid by the tenants, which should result in negligible facility. This forecast is based on loan terms which have impact on the forecast return to Investors. been proposed by a subsidiary of a major International Bank but have not yet been finalised. Changes to the • We have assumed that there will be no acquisitions terms of the loan may effect debt calculations and or disposals during the forecast period other than that projected outcomes. The debt facility in the proposed referred to in this document. agreement specifies that interest is made up of two • We have assumed that there will be no equity raised or components, being market base rate (BBSY) and the withdrawals made during the forecast period other than bank margin, which comprises a line fee and a bank that referred to in this document. margin. The line fee is payable on the facility limit and the margin is payable on the drawn debt balance. 1.5.2 Economic Assumptions • As a measure to hedge the interest rate risk, it is After an assessment of independent economic forecasts, intended that the debt facility will be subject to a full the Trustee has allowed an inflation rate of 2.5% per annum fixed forward rate interest arrangement for five years. for expenses. The interest rates used in the forecasts have been based on indicative rates provided by the proposed 1.5.3 Net Property Income lender, being a major Australian bank. A summary of the • Net rental revenue represents the gross rental less non- proposed loan facility is included on page 11. recoverable outgoings that will be received as specified • Costs associated with the establishment of the bank in the lease agreement. With the exception of outgoings loan are amortised over the period of the loan being specifically excluded in the lease agreement and under five years. As this amount is a non-cash item it is relevant legislation, all outgoings including rates, taxes, added back for the purposes of determining the cash repairs and maintenance, insurance premiums etc are distribution to Investors. expected to be recoverable from the tenant as the lease • As a result of changing market conditions, it is difficult is classified as a “net” lease. to reliably forecast the movement in the fair value of • Rental income has been recognised on a straight line the Trust’s assets over the forecast period. On this basis, basis over the term of the lease in accordance with for the purpose of calculating this forecast we have relevant accounting standards. Straight lining of rent assumed that there will be no movement in the value of represents the impact of bringing fixed rent review trust assets during the forecast period. increases to account evenly over the life of the leases. This amount is a non-cash item included in the net profit 1.5.5 Management fees amounts, not available for distribution, and therefore • For the day-to-day administration of the Trust, a not taken into consideration when calculating the management fee 0.55% pa of the Gross Asset Value of forecast amount available for distribution. the Trust is charged in accordance with the Trust Deed as • After assessing the quality of the underlying lease outlined on page 38. For the forecast period, the Trustee has covenants, the length of the lease (6.5 year WALE), assumed that the value of the property does not change the current vacancy of 110 sqm, a vacancy allowance of from the current independent valuation as outlined on page $70,000 per annum has been assumed for the forecast 31. period. If the property is vacant this will affect projected income and returns. • It has been assumed that on settlement of the property 20 MPG Everyday Essentials Trust Information Memorandum
1.5.6 Ongoing expenses 1.5.12 Capital raising amount • The Trustee is entitled to be reimbursed for all reasonable • The financial information assumes that the total Offer outgoings and disbursements in connection with the amount of $16,650,000 is raised by 31 July 2021. proper performance of its duties and obligations in operating the Trust. 1.5.13 Legislation and Accounting Standards • Expenses recovered may, for example, include those • It has been assumed that there will be no changes in the relating to: annual report costs, unit registry fees, applicable Accounting Standards, Taxation Legislation, postage, printing, accounting, taxation, legal, valuation, Corporation Act, other legislation or other financial reporting and other administration expenses. MPG reporting requirements that may have a material effect estimates that the cost of such expenses will be on the financial forecasts. approximately 0.20% of the Gross Asset Value of the Trust. • These costs have been increased by the estimated inflation rate of 2.5% per annum. 1.5.7 Interest Revenue • For the period ending 30 June 2023 it has been assumed for the purpose of this forecast that interest income will be not be earned on the Trust’s cash balances. This provides potential upside to the figures contained in Table 1.2.1. 1.5.8 Tax-advantaged component • The tax-advantaged component has been calculated by deducting: depreciation and tax allowances and amortised issue costs. The depreciation and tax allowance component has been estimated based on amounts determined by an independent quantity surveyor. 1.5.9 Capital expenditure • Capital expenditure of $25,000 has been assumed in the forecast period. If capital expenditure is required this may impact potential profits and cash distributions to investors. 1.5.10 Fair Value adjustments • Other than the initial write off of initial property acquisition costs, the forecast period does not include future revaluations or changes in fair value of the property or movements in the market rates of derivatives as required by Australian Accounting Standards as it is believed that there is not any reasonable basis to make forecasts as it is not possible to accurately quantify the impact of such changes. 1.5.11 Transaction Costs • The Trustee has estimated stamp duty and other duties and transaction costs on the purchase of the property based on current duty rates as advised by the relevant government state revenue office. Legal and other costs relating to the transaction have been estimated based on similar prior transactions and quotes received from service providers. MPG Everyday Essentials Trust Information Memorandum21
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