APiL Champion Drive · offer to invest in the APiL Champion Drive Shopping ... to Australian Western Standard ... of $289 million to a projected total of $608 million in 2026

Level 2, 50 Subiaco Square, Subiaco WA 6008 PO Box 472, Subiaco WA 6904

P: 1300 788 877 P: +61 8 9380 3222 F: +61 8 9380 3233 E: [email protected]

www.Apilgroup.com

APiL Champion DriveShopping Centre Trust

ACN: 097 936 760 AFSL: 238 795

AUSTRALASIAN PROPERTY INVESTMENTS LIMITED 2

IMPORTANT NOTICES

PRODUCT DISCLOSURE STATEMENT

This Product Disclosure Statement (PDS) relates to an offer to invest in the APiL Champion Drive Shopping Centre Trust (ARSN 605 450 299) (Trust).

The Trust is a registered managed investment scheme under the Corporations Act 2001. Applicants may submit an application to subscribe for Units at any time while this PDS is on issue.

This PDS is dated 11 May 2015. ASIC takes no responsibility for the contents of this PDS and expresses no view regarding the merits of the investment set out in this PDS.

This is an important document that needs your attention.You should read this PDS in full before deciding whether to invest in the Trust. If you are in doubt as to how to interpret or deal with this document you should consider obtaining professional advice (such as from a stockbroker or financial adviser) you consider is necessary to remove these doubts.

RESPONSIBLE ENTITY AND ISSUER OF THIS PDS

Australasian Property Investments Ltd (ACN 097 936 760) in its capacity as responsible entity of the Trust (Responsible Entity) is the issuer of this PDS and the Units offered pursuant to this PDS.

ELIGIBILITY

The offer made in this PDS is available only to those persons receiving this PDS (electronically or otherwise) within Australia. No action has been taken to register Units or otherwise permit a public offering of Units in any jurisdiction outside Australia.

This PDS does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an invitation.

The distribution of this PDS in jurisdictions outside Australia may be restricted by law. Persons who come into possession of this PDS who are not in Australia should seek advice on, and observe any such restrictions in relation to, the distribution or possession of this PDS.

Any failure to comply with any such restrictions may constitute a violation of applicable securities law.

Other than as permitted by law, investments in the Trust will only be accepted on receipt of an Application Form.

COOLING OFF PERIOD

Direct investors who are not classified as “wholesale” or “professional” investors (as defined in the Corporations Act) have a 14 day cooling off period.

MASTER TRUST OR WRAP ACCOUNTS

The Responsible Entity authorises the use of this PDS as disclosure to indirect investors who access the Trust through an IDPS or IDPS-like scheme (commonly known as a master trust or wrap account) or nominee or custody service and those investors may rely on this PDS.

People who invest in the Trust through a master trust or wrap account do not become direct investors. The operator or custodian of the master trust or wrap account (IDPS Operator) will be recorded as the investor in the investor register and will be the person who exercises the rights and receives the benefits as an investor. Reports and documentation relating to the Trust will be sent to the IDPS Operator.

Investors using these services should be aware that they may be subject to different conditions from those set out in this PDS, particularly in relation to:

• arrangements for the application, and transfer, of Units;

• fees and expenses; and

• distribution calculation and timing.

Indirect investors in master trusts or wrap accounts should contact their advisor or IDPS Operator with any queries relating to an investment in the Trust using these services.

NO INVESTMENT ADVICE

The information contained in this PDS is not financial product advice. The information contained in this PDS is general information only and does not take into account your investment objectives, financial situation and particular needs. It is, therefore, important that you read this PDS in full before deciding whether to invest in the Trust and take into consideration your investment objectives, financial situation and particular needs. If you are in any doubt, you should consider consulting your financial advisor, stockbroker or other professional advisors.

DISCLAIMER

An investment in Units in the Trust is not an investment in, or a deposit with, or other liability of, the Responsible Entity and is subject to investment and other risks including possible delay in repayment and loss of income and capital invested. None of the Responsible Entity or any of its directors, officers or associates gives any guarantee or assurance as to the performance of the Trust or the underlying assets of the Trust, or the repayment of capital from the Trust or any particular rate of capital or income returned from the Trust.

APiL CHAMPION DRIVE SHOPPING CENTRE TRUST

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NO REPRESENTATIONS OTHER THAN CONTAINED IN THIS PDS

You should only rely on the information in this PDS when deciding whether to invest in the Trust. No person is authorised to give any information, or to make any representation, in connection with the Trust that is not contained in this PDS. Any information or representation not contained in this PDS may not be relied upon as having been authorised by the Responsible Entity in connection with the Trust.

ILLIQUID INVESTMENT

Applicants should understand that the Trust is an illiquid investment. As a result, a return of capital will only be possible where assets in the Trust are sold or an alternative liquidity strategy is implemented by the Responsible Entity.

INVESTMENT RISKS

You should read this PDS in full before deciding whether to invest in the Trust. If you are in any doubt, you should consider obtaining professional advice (such as from a stockbroker or financial adviser) as you consider necessary to assist you in making your decision. Each applicant will be considered to have read and understood the investment risks outlined in section 10 of this PDS.

PDS AVAILABILITY

This PDS may be viewed online on the Entity’s website of Australasian Property Investments Ltd at www.apilgroup.com. If you access the electronic version of this PDS, you should ensure that you download, and read, this PDS in full. A paper copy of this PDS is available free of charge to any person in Australia by calling Australasian Property Investments Ltd on 1300 788 877.

UPDATED INFORMATION

Information in this PDS may change from time to time. Information that has changed in relation to the Trust that is not materially adverse but which the Responsible Entity wishes to provide to investors will be made available on the Trust’s website at www.apilgroup.com.

A printed copy of any updated information will be available from the Responsible Entity free of charge upon request by calling Australasian Property Investments Ltd on 1300 788 877.

The Responsible Entity may issue a supplementary PDS to supplement any relevant information not contained in this PDS in accordance with its obligations under the Corporations Act. Any supplementary PDS and updated

information should be read together with this PDS.

A copy of any supplementary PDS and other information regarding the Trust will be made available on Australasian Property Investments Ltd website at www.apilgroup.com. A printed copy will be available from the Responsible Entity free of charge upon request.

CONTINUOUS DISCLOSURE

In accordance with ASIC Regulatory Guide 198 “Unlisted Disclosing Entities Continuous Disclosure Obligation”, the Responsible Entity advises that it will fulfill its continuous disclosure requirements by way of website disclosure which complies with ASIC’s good practice guidance. Investors may access material information regarding the Trust from the Responsible Entity’s website at: www.apilgroup.com.

DATE OF INFORMATION

Unless otherwise specified, all financial and operational information contained in this PDS is stated as at the date of this PDS.

PICTURES OF PROPERTIES IN THIS PDS

Unless otherwise specified, all pictures of properties in this PDS are actual pictures of the buildings or property which is an asset of Australasian Property Investments Ltd in its capacity as as responsible entity for various trusts.

FORWARD LOOKING STATEMENTS

This PDS contains forward looking statements which are subject to known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Trust to be materially different from those expressed or implied in such forward looking statements. Past performance is not a reliable indicator of future performance.

DEFINED TERMS

Definitions of certain terms used in this PDS appear in the glossary at section 14.

References to currency are to Australian currency unless otherwise specified.

References to times are to Australian Western Standard Time unless otherwise specified.

Unless otherwise specified, the occupancy levels and lease expiry profiles of the property are weighted and/or determined by their contribution to area.


Dear Investor

It is with great pleasure that Australasian Property Investments Limited, (APiL, Responsible Entity) invite you to participate in the APiL Champion Drive Shopping Centre Trust (Trust), our 20th property investment fund.

APiL was established in 2001 to offer investors carefully selected prime commercial property for investment. Our record is impressive. As at 30 June 2014, of 10 completed investment syndicates (wound up or reached initial term) the average capital return on investors’ equity was 133% with an additional average income return for the same 10 completed syndicates of 12% per annum.

Champion Drive Shopping Centre comprises a Coles Supermarket and 13 specialty shops. Tenant vacancy has in the past been minimal as businesses trade well and most have been long term tenants in the centre.

Champion Drive Shopping Centre is erected on a parcel of land having an area of approximately 2.0 hectares with two street frontages, Champion Drive of 98.5 metres and Seville Drive of 81.3 metres. The total retail floor space is 4,838 square metres with the major tenant, Coles occupying 3,166 square metres on an initial 15 year lease expiring in October 2022. The tenant also has two 5 year options to extend the lease term. The current rental ($147/sqm) paid by Coles is considered to be below market rental value and at review in October 2017 will most likely be reviewed to a higher rental.

Coles have verbally advised that they wish to undertake an upgrade to their store in the near future. The Responsible Entity would most likely couple this with a general upgrade of the centre which would entail a facelift to the street elevations and replacing air-conditioning units. The likely time to undertake this activity would be shortly after the rental review in October 2017.

The property has been independently valued by national property consultants, Jones Lang LaSalle who have assessed the current market value of the property at the acquisition price of $13.5 million.

A report assessing the retail market within the Seville Grove locality has been prepared by Macro Plan Dimasi, a leading independent property consultancy firm. The report details that the Primary Trading Area (PTA) is estimated to have a current population of approximately 18,000 people. The PTA is projected to grow at an average of 2.43 per cent per annum over the next 10 year period taking the PTA population to 24,280 residents. Retail expenditure within the PTA is forecast to grow in real terms from the 2012 levels of $289 million to a projected total of $608 million in 2026 realising an annual growth of 5.4% per annum.

The current low interest rate environment will enable APiL to distribute an initial 8.0% annual cash dividend to an investor with a forecast increase to 8.25% in the 2016/17 financial year. It is most likely that the Responsible Entity will fix the interest rate to a portion of the loan to reduce exposure to the potential of rising interest rates in the future.

As always the case, the Responsible Entity believes it has thoroughly researched the property the subject of this PDS. We hope that you find this investment opportunity to your liking and will join a syndicate of investors to acquire this property.

Please contact me should you have any queries regarding this investment.

Yours faithfully

Peter Hughes

Managing Director

INTRODUCTION


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WHY INVEST?The APiL Champion Drive Shopping Centre Trust is a managed investment providing Investors with an opportunity to acquire a strategically located neighbourhood shopping centre in an established suburb with strong forecast population growth. The investment provides sustainable and stable tax advantaged income with the potential for capital growth.

Since 2001, APiL has successfully established 19 commercial property trusts with a total value in excess of $600 million. Our successful investment strategy provides our investors with quality property investment opportunities delivering strong yields and potential for capital growth over the medium to long term.

THE KEY FEATURES OF AN INVESTMENT IN THE APiL CHAMPION DRIVE SHOPPING CENTRE TRUST ARE AS FOLLOWS:

OPPORTUNITY TO ACQUIRE A STRATEGICALLY LOCATED RETAIL PROPERTY - ANCHORED BY A COLES SUPERMARKET AND 13 SPECIALITY SHOPS WITH A WALE OF 6.18 YEARS

APiL has selected the Champion Drive Shopping Centre primarily for its secure income stream. The Property is anchored by a full-line Coles supermarket paying turnover rent and 13 speciality shops, providing a diverse non-discretionary retailer mix appealing to the customer base it serves.

ESTABLISHED CATCHMENT AREA WITH STRONG POPULATION GROWTH

The Champion Drive Shopping Centre has a well-defined trade area, located in the suburb of Seville Grove in Perth’s south-eastern metropolitan corridor, approximately 31 kilometres south east of the Perth CBD. Significant additional dwelling development in the main trade area is forecast to translate to high retail turnovers at Champion Drive Shopping Centre.

STRONG YIELD

Cash distributions to investors as a percentage return on equity invested is forecast to be 8% per annum for year one and 8.25% per annum for year two of the Trust and APiL intends paying distributions monthly in arrears. The yield compares favourably to current market cash returns from alternative investments such as bank term deposits, A-REITs and shares listed on the ASX.

GROWTH POTENTIAL

The Coles supermarket is currently paying turnover rent in addition to the base rent and many of the speciality shops leases contain fixed rental increases, providing potential for growth in distributions to Investors beyond the forecast period and capital growth at the end of the term. There is scope for further capital growth if the demand for neighbourhood shopping centres continues to trend upwards resulting in lower market capitalisation rates.

POTENTIAL FOR FURTHER DEVELOPMENT

There is excess land in the western corner of the site of 1,000 sqm (400 sqm GLA) which has the potential to be developed for an appropriate use.

TAX-ADVANTAGED INCOME

APiL anticipates that distribution payments will contain tax-deferred amounts. Tax advantaged distribution is the percentage of the cash for distribution paid to investors that is tax free or tax-deferred arising due to the taxation treatment of specific expenses and capital allowances differing to the accounting treatment. This will result in decreased taxable income. For further information on the tax implications of investing in the Trust, refer to section 11.1.

RISKS

The information contained in this PDS does not take into account the investment objectives, financial situation and particular needs of intending investors. It is important that you read the entire PDS before making any decisions to invest in the Trust and in particular in considering the prospects of the Trust. You should carefully consider these factors in light of your particular investment needs, objectives and financial circumstances (including financial and taxation issues) and seek advice from a suitably qualified professional advisor before deciding whether to invest. Section 10 sets out the key risks which are relevant to an investment in the Trust.

INTRODUCTION



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CONTENTS1. INVESTMENT SUMMARY 8

2. TRUST STRUCTURE AND POLICIES 9 2.1 The Offer 9 2.2 Disclosures to Investors 9 2.3 Trust Structure 10 2.4 Investment Objective 10 2.5 Term of the Trust 10 2.6 Sale of Investment 11 2.7 Income Distributions 11 2.8 Debt Finance 12

3. PROPERTY 14 Champion Drive Shopping Centre 14

4. TENANCY DETAILS 18 Champion Drive Shopping Centre Tenancy Schedule 18

5. MARKET OVERVIEW 20 Retail Market Assessment 20 5.1 Executive Summary 20 5.2 Trade Area Analysis 21 5.3 Trade Area Population 22 5.4 Projected Retail Spending 23 5.5 Conclusion 23

6. ACQUISITION 24 6.1 Purchase Price and Acquisition Costs 24 6.2 Funding 24 6.3 Working Capital 24

7. FINANCIAL INFORMATION 26 7.1 Pro Forma Balance Sheet 26 7.2 Forecast Income and Distribution Statement 28 7.3 Statement of Significant Accounting Policies 29

8. INDEPENDENT VALUATION OF THE PROPERTY 32

9. FEES AND COSTS 38 9.1 Fees Associated with an Investment in the Trust 38 9.2 Additional Explanation of Fees and Costs 40

10. RISKS 42 10.1 Property Investment Risks 42 10.2 Trust Investment Risks 43 10.3 General Investment Risks 43

11. ADDITIONAL INFORMATION 44 11.1 Taxation 44 11.2 Constitution 44 11.3 Summary of the Asset Services Agreement 45 11.4 Corporate Governance 45 11.5 Anti-Money Laundering and 46 Counter-Terrorism Financing 11.6 Keeping You Informed About Your Investment 46 11.7 Your Personal Information 47 11.8 Complaints Handling 47 11.9 Labour Standards and 47 Environmental Considerations 11.10 Naming Consents 47

12. RESPONSIBLE ENTITY 48 12.1 Australasian Property Investments Limited 48 12.2 Key Management Team 50

13 APiL’S PROPERT Y PORTFOLIO 52

14. GLOSSARY 54

15. HOW TO INVEST 56 15.1 Guide to the Application Forms 56 15.2 Completing the Application Form 56

16. APPLICATION FORMS 59 16.1 Existing APiL Investor Application Form 59 16.2 Individual/Joint Application Form 63 16.3 Superannuation Funds/Trusts Application Form 71 16.4 Companies Application Form 81


1. INVESTMENT SUMMARY

KEY FEATURES DESCRIPTION SECTION

Offer opens Issue date of this Product Disclosure Statement (PDS). 2.1

Offer closes Upon application of Units being fully subscribed (expected on or before 30 June 2015). 2.1

Settlement date 45 days from close of fully subscribed Units (expected August 2015).

Investment overview A fixed term property trust acquiring the Champion Drive Shopping Centre– a strategically located neighbourhood shopping centre comprising of a full-line Coles supermarket and 13 speciality shops. 2.1

Investment amounts $50,000 and in multiples of $5,000 thereafter. 2.1

Responsible Entity APiL is a leading Australian property syndicator that has managed a significant portfolio of property assets for investors since 2001. 2.3,12

Manager APiL as the Responsible Entity has outsourced a number of its functions to the Manager, Hughes Advisory Pty Ltd trading as API Hughes. 2.3

The Property

The Champion Drive Shopping Centre, 82 Champion Drive, Seville Grove WA. The Property is prominently located on the corner of Champion and Seville Drive, within the established suburb of Seville Grove. The Trust will own a single property leased to multiple tenants and so is diversified by tenant and not diversified by investment class, geographic location or exposure to different property sectors.

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Occupancy and WALE

95.2% occupied with a WALE by area of 6.18 years as at 8 April 2015. APiL have negotiated a 2 year rental guarantee on the current vacancy of 232 sqm. 3

Purchase price and valuations

The Property is being acquired for $13.5 million, with a current valuation for finance purposes of $13.5 million. The Property will be independently valued at least every 3 years and subject to an independent short form valuation every 12 months.

2.3, 6.1

Unit issue price $1.00 per Unit.

Investment timeframe 7 years. 2.5

Gearing ratio 54% 2.8

Interest cover ratio 3.2 times. 2.8

Distributions Distributions will be sourced from the cash from operations (excluding borrowings) and distributed to Investors monthly in arrears. 2.7

Forecast income distribution

8.00% first year income distribution.8.25% second year income distribution.

2.7

Equity to be raised from investors $7.8 million equity to be raised through the issue of 7.8 million $1.00 Units. 2.1, 6.2

Investment by superannuation funds Complying and self-managed superannuation funds may invest in the Trust. 15

Borrowings A bank loan facility of $7.425 million is expected to be provided by a major Australian bank whose security is limited to the assets of the Trust. The initial Loan to Value Ratio (LVR) is expected to be 55%. 2.8,6.2

Access to your investment

Investors may exit the Trust prior to expiry of the term, by sale of their Units to a third party. There is no established secondary market for the sale of a share in the Trust and whilst the Responsible Entity will assist in a sale of an interest, there is no obligation to secure a new investor. Investors should note that the Trust is an illiquid investment.

2.6

Fees and costs

• Acquisition fee: 3.95% of the purchase price. • Management fee: 0.50% pa of the GAV.• Trust expenses: 0.20% pa of the GAV.• Performance fee: 20% of the portion of the outperformance of the Trust over an IRR of 10% per

annum payable on the wind up or sale of the Trust and/or other limited circumstances.• Transfer fee: A fee of $500 (up to a maximum of 1% of the transfer amount) when selling your

Units pre-term to a third party.

9 9 9 9

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Related party information

All transactions, including those with related parties, are conducted on commercial terms and conditions and on an arm’s length basis. 11.4

Risks

As with any investment, there are risks associated with an investment in the Trust. The key risks include:• property investment risks – including the risk that property values decline and the risk that there

is a decrease in Trust income;• trust investment risks – including the illiquid nature of the Trust, gearing and interest rate risk; and• general investment risks – including that the economy and market conditions may affect asset

returns and values.

10.1

10.210.3


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2.1 THE OFFERThe Responsible Entity is seeking to raise $7.8 million to invest in Champion Drive Shopping Centre (Property) – a strategically located neighbourhood shopping centre located at 82 Champion Drive, Seville Grove, Western Australia - by issuing Units to Applicants.

The Offer will open on the Issue Date of this PDS and will close for investment upon application of Units being fully subscribed (expected on or before 30 June 2015).

MINIMUM APPLICATION AMOUNT PER INVESTOR

The minimum Application Amount for Investors is $50,000 and in multiples of $5,000 thereafter. However, APiL has the discretion to accept applications for lesser amounts on a case-by-case basis and reserves the right to reject or scale back any application for Units made pursuant to the Offer.

COOLING OFF PERIOD

Investors who are not classified as ‘wholesale’ or ‘professional’ investors (as defined by the Corporations Act) have a 14 day cooling off period. In this period Investors may cancel their investment by notifying APiL in writing. For each Investor, their 14-day period commences after they receive their initial confirmation notice.

2.2 DISCLOSURES TO INVESTORSThe Responsible Entity’s disclosures to Investors will be guided by industry best practice and ASIC guidelines. In addition to this PDS, Investors will be able to access current information on the Property and the Trust from the Responsible Entity’s website and regular Investor updates.

ASIC Regulatory Guide 46 ‘Unlisted property schemes: Improving disclosure for retail investors’ and Regulatory Guide 198 ‘Unlisted disclosing entities: Continuous disclosure obligations’ contain the benchmarks and disclosure principles currently recommended by ASIC.

The following table shows the benchmarks and disclosure principles set out in ASIC Regulatory Guide 46 and the relevant PDS reference:

BENCHMARK PDS SECTION(S) REFERENCE

1. Gearing Policy 2.8

2. Interest cover policy 2.8

3. Interest capitalisation 2.8

4. Valuation policy 2.3

5. Related Party transactions 11.4

6. Distribution practices 2.7

DISCLOSURE PRINCIPLE PDS SECTION(S) REFERENCE

1. Gearing ratio 2.8

2. Interest cover ratio 2.8

3. Scheme borrowing 2.8, 6.2, 10.2

4. Portfolio diversification 2.4, 3, 10.2

5. Related party transactions 11.4

6. Distribution practices 2.7

7. Withdrawal arrangements 2.6, 10.2

8. Net tangible assets 7.1

2. TRUST STRUCTURE AND POLICIES


2.3 TRUST STRUCTURE

RESPONSIBLE ENTITY

Australasian Property Investments Ltd (APiL) is the Responsible Entity of the Trust and the issuer of the Units under this PDS. The board of APiL is comprised of six directors: four executive directors and two non-executive directors. Further information regarding APiL and the key management team is set out in section 12.

MANAGER

The Responsible Entity intends to appoint Hughes Advisory Pty Ltd, trading as API Hughes, as the Manager to provide asset management services to the Responsible Entity. A summary of the terms of the asset management services to be provided is set out in section 11.3. A national commercial real estate company will be appointed to manage the property, including collection of rent, payment of outgoings and the day to day management of issues that arise from time to time.

VALUATION POLICY

The Responsible Entity has a valuation policy which will apply to the Trust and:

• requires that before a property is acquired it is independently valued on an “as is” basis;

• requires that all independent valuers engaged by the Responsible Entity will be acceptable to the finance provider, registered or licensed and will provide valuations which comply with all relevant industry standards and codes;

• requires that the property is independently valued on an “as is” basis at least every three years and subject to a short form valuation at least every 12 months;

• requires the Property will also be independently valued at any time the responsible Entity believes there is likely to be a material change in value;

• sets out the procedures to be followed for dealing with any conflicts of interest (see section 11.4); and

• provides that independent valuers must be rotated such that the same independent valuer cannot value an asset for more than two consecutive valuations.

Consistent with this policy, the Property was independently valued as at 8 April 2015 by Jones Lang LaSalle. Their report has assessed the value of the Property “as is” at $13.5 million. For an executive summary of the independent valuation refer to section 8.

2.4 INVESTMENT OBJECTIVEThe APiL Champion Drive Shopping Centre Trust is a managed investment providing Investors with an opportunity to acquire a strategically located neighbourhood shopping centre offering sustainable and stable tax advantaged income with the potential for capital growth. For further information on the tax implications of investing in the Trust, refer to section 11.1.

APiL proposed to create the Champion Drive Shopping Centre Trust for the following reasons:

• Secure income stream;

• High yielding income investment;

• Well defined trade area situated in an established suburb;

• Strong population growth forecast for the main trade area;

• Potential for capital growth.

2.5 TERM OF THE TRUSTThe Trust strategy is to hold the Property for a term of seven years from settlement. Subject to Investor approval, at the end of the term, the Property will either be sold to the open market or the Trust will agree to extend the term. Any continuance of the Trust requires the unanimous agreement of Unit holders as per the Constitution.

During the life of the Trust, APiL will actively manage the Property to maximise income distributions of the Trust and the potential for capital growth to Investors. The active management of the Property will include an ongoing assessment of whether its value can be further enhanced and how market conditions may affect its value. If strong market circumstances prevail during the Trust term, the Responsible Entity may recommend the sale of the Property prior to the end of the Trust term. Approval to sell the Property prior to the end of the Trust term requires Trust members holding 65% or more of the total units to agree to the sale.



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2.6 SALE OF INVESTMENTInvestors are advised that the Trust is considered to be a medium to long term investment. Investors should note that the Trust is an illiquid investment. In the event of an Investor wishing to sell Units in the Trust, the Responsible Entity will use its best endeavours to find a replacement investor but Investors are advised that there is no obligation on the Responsible Entity to secure a new investor. Investors wishing to sell their Units to a third party must complete and lodge with the Responsible Entity the transfer form attached to the Trust’s Constitution. A transfer fee of not less than $500 (up to a maximum of 1% of the transfer amount) is payable by the Unit holder to the Responsible Entity. For further details on the transfer fee, refer to section 9.

2.7 INCOME DISTRIBUTIONSThe Responsible Entity intends paying distributions monthly in arrears. The distribution policy is to source distributions from the cash from operations (excluding borrowings) only however, the Responsible Entity will establish a working capital account for the Property which may be used to smooth Investor distributions as required from time to time. In addition, a portion of the distributable income may be withheld in one period to replenish working capital for future periods.

Cash distributions to Investors as a percentage return on equity invested for financial years one and two are forecast to be:

YEAR 1 YEAR 2

8.00% 8.25%

The income distributions are subject to a number of risks which are summarised in section 10. The forecast income and distribution statement is detailed in section 7.

TAX ADVANTAGED DISTRIBUTION

The Responsible Entity anticipates that distributions paid throughout the year will include a tax-deferred portion and a tax free portion. The tax-deferred portion arises due to the taxation treatment of specific expenses and capital allowances differing to the accounting treatment. This then gives rise to an increase in taxable deductions and, therefore, a decrease in taxable income in comparison to accounting expenditure and accounting profit respectively. The decreased taxable income reduces the taxation distribution, with the difference between this distribution reflecting the tax-free amount and the tax-deferred amount. The tax liability on the tax-deferred portion of the cash distribution is deferred until the sale of the Units.

For further information on the tax implications of investing in the Trust, refer to section 11.1.



2.8 DEBT FINANCE

GEARING AND INTEREST COVER POLICY

The Responsible Entity has a target gearing range of between 50% and 60%. The Responsible Entity will aim to enter into debt facilities where the maximum allowable loan-to-value ratio and the minimum allowable interest cover ratio provide sufficient headroom to minimise the likelihood of these covenants being breached. The compliance committee has measures in place to monitor compliance with the maximum loan-to-value ratio and minimum allowable interest cover for the duration of the debt facility to ensure any associated risks are adequately managed.

DEBT FACILITY

The Responsible Entity is currently finalising borrowing arrangements with a major Australian bank for a three year interest only bank loan facility of $7.425 million, representing a loan-to-value ratio of 55% based on a valuation figure of $13.5 million.

The covenanted maximum allowable loan-to-value ratio for this facility is expected to be 60%. The Trust’s property-level interest cover ratio for the year ended 30 June 2016 is forecast to be 3.6 times. The likely minimum interest cover ratio required by the bank is 2 times.

The loan will be non-recourse to Investors with security granted against the Property by a first-ranking mortgage and a charge over the assets of the Trust. Any amounts owing to the bank will rank before the Investors interest in the Trust.

The proposed three year interest only debt facility specifies that the interest rate payable comprises 2 components, being the market base rate and the bank margin. The market base rate will be determined by the floating bank bill rate. The forecast effective total interest rate is 3.8% as at the issue date of this PDS. See section 10.2 for risks associated with the debt facility.

Subject to advice from the APiL finance committee, the loan may be fixed, variable or blended. It is not anticipated that any of the interest expense will be capitalised.

GEARING RATIO

The gearing ratio indicates the extent to which the Trust’s assets are funded by borrowings. The gearing ratio gives an indication of the potential risks faced by the Trust as a result of borrowings due to, for example, an increase in interest rates or a decrease in the value of the Property. The higher the gearing ratio, the more reliance on external liabilities to fund assets and therefore a greater exposure to increased funding costs if interest rates rise or Property value is reduced. See section 10.2 for further details of the risks associated with gearing. ASIC Regulatory Guide 46 requires the gearing ratio to be calculated as:

Total interest bearing liabilities

Total assets

The initial forecast gearing ratio is 54%. Refer to section 7.1 for calculation details. This calculation differs from that of the loan-to-value ratio debt facility covenant described above which includes only the Property valuation in the total assets calculation.

INTEREST COVER

Interest cover measures the ability of the Trust to meet its interest payments on borrowings from its earnings. It is an indicator of the Trust’s financial health and is key to assessing the sustainability of, and risks associated with, the Trust’s level of borrowing. The lower the interest cover ratio, the higher the risk that the Trust will not be able to meet its interest payments. ASIC Regulatory Guide 46 requires the interest cover ratio to be calculated as:

EBITDA - unrealised gains + unrealised losses

Interest expense

The initial forecast interest cover ratio is 3.2 times. Refer to section 7.2 for calculation details. This calculation differs from that of the interest cover ratio debt facility covenant described above which is net rental cash flow divided by interest expense.


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82 CHAMPION DRIVE, SEVILLE GROVE WA

Location: The Champion Drive Shopping Centre is prominently located at the corner of Champion and Seville Drives, on the boundary of the Seville Grove and Camillo suburbs in Perth’s south-eastern metropolitan corridor, approximately 31 kilometres south east of the Perth CBD.

The Champion Drive Shopping Centre is immediately adjacent to the Bob Blackburn Reserve, Armadale Aquatic Centre and Seville Grove and Kelmscott Public Library. The centre is opposite the 138,400 sqm Kelmscott Industrial Precinct – primarily with manufacturing, service industry and storage/distribution businesses. This industrial precinct has approximately 300 businesses and 1,330 workers.

In addition, there are three primary schools and two secondary schools within 2km of the Champion Drive Shopping Centre – Challis Primary on Breamore Street, Willandra Primary on Chidzey Drive, Kelmscott Primary on River Road, Kelmscott Senior High School and the Sowillo Community High School.

Land Area: Approximately 20,410 sqm. The property is an irregular shaped site bounded with frontages to both Champion Drive (98.5 metres) and Seville Drive (81.3 metres).

Buildings: A circa 1999 built (refurbished in 2005 and 2007) neighbourhood shopping centre providing a gross lettable area of 4,837.8 sqm. The shopping centre comprises of a full-line Coles supermarket of 3,166 sqm and 13 speciality shops including a Liquorland of 276 sqm and 3 ATMs with 336 car bays available. The Property comprises the following area:

Building Lettable Area % of Total Area

Coles Supermarket 3,166 sqm 65%

Speciality Shops (13) 1,671.8 sqm 35%

ATMs (3) - -Gross Lettable Area: 4,837.8 sqm 100%

Purchase Price: APiL has negotiated to purchase the Champion Drive Shopping Centre for $13.5 million.

Valuation: Jones Lang LaSalle has undertaken a recent valuation of the Property as instructed by APiL. The report has assessed the value at $13.5 million. For a summary of the independent valuation refer to section 8.

Occupancy: The centre is currently 95.2% occupied with a single vacancy of 232 sqm. APiL have negotiated a 2 year rental guarantee on the current vacancy with the existing owner, to be provided in full to the Trust at settlement.

WALE: 6.18 years PROPERTY FEATURES

The Property benefits from the following features:

• A large, full-line Coles Supermarket (3,166 sqm) as the anchor tenant;

• Coles is currently paying turnover rent above the agreed base;

• Strong major road connectivity surrounding the site;• Established catchment area with strong forecast

population growth;• Additional 796 dwellings identified for construction

nearby to accommodate approximately an additional 2,308 residents;

• Proximity to the Kelmscott Industrial Precinct;• Large +20,000 sqm land holding with possible future

development potential.

3. PROPERTYCHAMPION DRIVE SHOPPING CENTRE

LOCATION MAP - SEVILLE GROVE, WA

PERTH

Kelmscott

Seville Grove

Forrestdale


15

SITE MAP – CHAMPION DRIVE SHOPPING CENTRE

CHAMPION DRIVE

CH

AL

LIS

RO

AD

OWEN ROAD

S

EVILLE D

RIVE

BOB BLACKBURN RESERVE

SEVILLE DRIVE MEDICAL CENTRE

WIL

LIAM

S ROAD

KELMSCOT INDUSTRIAL PRECINCT

SHERWOOD STATION


3. PROPERTY

FLOOR PLAN

TENANCY SCHEDULE

SHOP TENANT TYPE

1 Curves Gym

2 Rental Guarantee

3 Post Office

4 Dial-A-Snapper

5 Kebab Shop

5A Chinese Takeaway

6 Fruit & Veg

7 Newsagency

8 Crusty Fresh Bread

9 Infusion Hair

10 Subway

11 Liquorland

F1 Mojo’s Organic Pizza

SMK Coles

ATM1 Bankwest

ATM2 ANZ

ATM3 Westpac

F1

6

Coles SMK

71011 55a

3

894

21

Enclosed Mall

Future Development Site


17


4. TENANCY DETAILSCHAMPION DRIVE SHOPPING CENTRE TENANCY SCHEDULE

TENANT NAME SHOP TYPE GLA M² LEASE TERM LEASE START LEASE EXPIRY NEXT REVIEW

Curves Gym 1 Net 152.3 5.0 Yr 10-Dec-13 9-Dec-18 10-Dec-15

Rental Guarantee 2 232.2 2.0 Yr 7-Apr-15 8-Apr-17 7-Apr-17

Post Office 3 Net 86.9 16.3 Yr 30-Jun-99 29-Oct-15 30-Oct-15

Dial-A-Snapper 4 Net 61.9 16.0 Yr 14-May-99 13-May-15 14-May-15

Kebab Shop 5 Net 58.1 3.0 Yr 1-Jun-14 31-May-17 1-Jun-15

Chinese Takeaway 5A Net 90.5 5.0 Yr 1-Jan-15 31-Dec-19 1-Jan-16

Champion Drive Fresh Fruit Market 6 Net 223.8 5.0 Yr 22-Jul-13 21-Jul-18 22-Jul-15

Newsagency 7 Net 154.2 10.0 Yr 30-Jun-09 29-Jun-19 30-Jun-15

Crusty Fresh Bread 8 Net 69.2 12.0 Yr 1-Sep-04 31-Aug-16 1-Sep-15

Infusion Hair 9 Net 61.9 10.0 Yr 1-Nov-05 31-Oct-15 1-Nov-15

Subway 10 Gross 77.0 10.0 Yr 1-Jul-08 30-Jun-18 1-Jul-15

Liquorland 11 Net 276.0 10.0 Yr 28-Jan-09 27-Jan-19 28-Jan-16

Coles Supermarket SMK Net 3,166.0 15.0 Yr 1-Nov-07 31-Oct-22 23-Mar-17

BankWest ATM1 Gross 0.0 5.0 Yr 1-Jul-11 30-Jun-16 1-Jul-15

ANZ ATM2 Gross 0.0 5.0 Yr 9-Jun-10 8-Jun-15 9-Jun-15

Westpac Banking Corporation ATM3 Gross 0.0 5.0 Yr 1-Apr-12 31-Mar-17 1-Apr-16

Mojos Organic Pizza F1 Net 127.8 10.0 Yr 16-Apr-14 15-Apr-24 16-Apr-15

Total 4,837.8


19


APiL commissioned MacroPlan Dimasi, an independent property consultancy firm, to prepare a retail market assessment of the Champion Drive Shopping Centre as at 22 April 2015.

The executive summary, trade area analysis, trade area population and projected retail spending are detailed below with the full copy of the report available on request.

5.1 EXECUTIVE SUMMARY

SITE CONTEXT

• The Champion Drive Shopping Centre is situated at the corner of Champion and Seville Drives, in the suburb of Seville Grove in Perth’s south-eastern metropolitan corridor.

• Key features of the area are the proximity to the redevelopment of the former TAFE equine training centre for residential use and the Champion Lakes Regatta Centre.

• The Champion Drive Shopping Centre is immediately adjacent to the Bob Blackburn Reserve, Armadale Aquatic Centre and Seville Grove and Kelmscott Public Library. The Centre is opposite the Kelmscott Industrial Area.

• The City of Armadale has commissioned a master plan design, analysis and community engagement for sporting and community hub facilities at the Bob Blackburn Reserve, Seville Grove and Gwynne Park, Armadale. The intent is to identify optimum multiple community, sporting and recreational uses for the future.

• The Champion Drive Residential Precinct, which is within 500 metres of the Shopping Centre, is a staged development to accommodate medium density and single housing.

• The Urban Land Development Outlook shows that, across the two suburbs of Seville Grove and Camillo, a total of 800 additional dwellings are expected be built in the five-year period from 2013/14 to 2017/18.

• This additional development is likely to add around 2,300 additional residents to the area (based on the average occupancy of 2.9 persons per dwelling in Seville Grove as at the 2011 Census).

• The neighbourhood centre on Westfield Road is struggling to survive and has a very high vacancy rate in its specialist tenancies.

TRADE AREA DEMOGRAPHICS

• The average age of residents in the main trade area, at 33.8 years, is lower than the metropolitan Perth average of 36.9. There is a significantly higher proportion of persons aged 20-29 (17.8 per cent compared to 15.1 per cent) and persons aged 0-14 (22.6 per cent compared to 19.2 per cent) within the main trade area.

• Per capita and household income levels for the main trade area population are significantly lower than the metropolitan Perth benchmark. This indicates that a larger number of residents have a single source of income or are unemployed, and are therefore less affluent than the metropolitan Perth region.

• Home ownership levels throughout the main trade area are similar to the metropolitan Perth average (69.3 compared with 70.7 per cent).

• Residents of the trade area are significantly less multicultural compared with Perth metropolitan average with only 29.0 per cent of the residents being born outside of Australia compared to 36.7 per cent born overseas in the wider Perth metropolitan region.

• There are higher proportions of one parent families with dependent children and single parents with non-dependants in the trade area compared with Perth metropolitan averages.

5. MARKET OVERVIEWRETAIL MARKET ASSESSMENT


21

GROWTH POTENTIAL

• The significant additional dwelling development in the main trade area will help increase future retail expenditure in the area and will translate to higher retail turnovers at Champion Drive Shopping Centre.

• The 1,000m2 development area fronting Seville Drive offers potential for a dental practice or potentially a small gym (Jetts). Alternatively, the site may be developed for car parking, which would allow the existing take away food outlet on Champion Drive (Mojos Pizza) to be developed/expanded into an alternative use.

5.2 TRADE AREA ANALYSISThe Champion Drive Shopping Centre area is influenced by the following:

• the strong major road connectivity surrounding the site, in particular along Champion Drive;

• the relative strength of including a full service supermarket anchor at the centre, and a range of speciality outlets; and

• locations of competitive facilities, particularly Westfield Shoppingtown, Kelmscott Plaza and Armadale Central Shopping Centre.

On this basis, the main trade area served by Champion Drive Shopping Centre has been defined to include a primary sector and two secondary sectors, as illustrated on the following map and described as the:

• primary sector is largely constrained by geographical boundaries of Armadale Road to the south, Armadale train line to the east, Tonkin Highway to the west and Westfield Shoppingtown to the north;

• secondary east sector encompasses a small area to the east of the Armadale train line which has accessibility via Albany Highway to the east, Armadale Road to the South and Railway Avenue to the west; and

• secondary north sector extends to the north of the primary sector. This location is bordered by Tonkin Highway to the west and Albany Highway / Railway Avenue to the east.

CHAMPION DRIVE SHOPPING CENTRE TRADE AREA


5.3 TRADE AREA POPULATIONThe following table details existing and projected population levels within the defined Champion Lakes main trade area, which is estimated at around 26,900 residents in 2012.

Over recent years population growth in the main trade area has been strong, averaging around 3 per cent per annum since 2006. The strongest percentage growth over the past five years has been within the primary sector at 3.8 per cent per annum, followed by the STA east sector at 2.8 per annum.

The trade area is generally a newly established part of Perth, with RPData (CoreLogic) recording strong land sales in Seville Grove in 2006, 2009 and 2014 of 124, 126 and 90 sales respectively. This has been complimented by the continued development and release of estates such as those encompassed as part of the Armadale Redevelopment Scheme (2004) including; Champion Drive (around 700 new homes), Champion Lakes (around 300 new homes) and Seville Central (around 150 new homes).

Taking the above into account, the trade area population is therefore projected to grow at an average of 2.43 per cent per annum over the forecast period, taking the main trade area population to 37,330 residents by 2026. The primary catchment is expected to reach 24,280 over this period.

DEVELOPMENT OUTLOOK

The Western Australian Planning Commission’s 2014 Urban Land Development Outlook identified that an additional 796 dwellings for construction in the suburbs of Seville Grove and Camillo. The 2011 Census identified that the average dwelling occupancy was 2.9 persons per dwelling. If this average carries through to the future dwelling development, then the 796 dwellings will accommodate an additional 2,308 residents.

5. MARKET OVERVIEWRETAIL MARKET ASSESSMENT

Champion Lakes catchment population 2006 - 2026

Estimated population Forecast population

Catchment

2006

2011

2012

2016

2021

2026

PTA

13,620

16,900

17,470

19,430

21,880

24,280

2,630

3,070

3,150

3,430

3,830

4,230

STA north

5,740

6,160

6,280

6,920

7,870

8,820

Total catchment 21,990 26,130 26,900 29,780 33,580 37,330

PTA: Primary Trade AreaSTA: Secondary Trade AreaSource: ABS, Western Australian Planning Commission February 2012; MacroPlan Dimasi

STA east


23

5.4 PROJECTED RETAIL SPENDINGThe following table presents estimates of total retail expenditure generated by the population within the defined Champion Drive Shopping Centre main trade area. This table also shows the projected growth in available trade area retail expenditure, taking into account the forecast population levels outlined previously.

Total available retail expenditure within the main trade area is forecast to grow in real terms from the 2012 levels of $289 million to a projected total of $608 million in 2026. This level of growth reflects an average annual real growth rate of around 5.4 per cent per annum over the forecast period to 2026. Over the same time period the retail pool of the primary sector is expected to grow by $15 million or 5.5 per cent per annum.

MacroPlan Dimasi estimates that Champion Drive Shopping Centre supermarket sales will increase at an average rate of 5 per cent per annum to 2021 from $36 million in 2012 to $51 million in 2021.

5.5 CONCLUSIONThe Champion Drive Shopping Centre has the fundamental elements for a successful neighbourhood centre - a well-defined trade area with a forecast for strong population growth resulting in a healthy projected increase in retail spending for the Champion Drive Shopping Centre main trade residents.

Champion Drive Shopping Centre trade area, Retail expenditure ($M), 2012-2016

Forecast retail spend ($M) Avg. ann. growth

Catchment 2012 2016 2021 2026 ($M) (%)

PTA

188

236

308

396

15

5.5%

STA east

35

43

56

71

3

5.2%

STA north

66

82

108

140

5

5.5%

Total catchment 289 361 471 608 23 5.4%

*Inflated dollars & including GST PTA: Primary Trade AreaSTA: Secondary Trade AreaSource: MarketInfo; MacroPlan Dimasi

Champion Drive Shopping Centre supermarket sales potential, 2014 - 2021

Year endingJune

2014 2015 2016 2017 2018 2019 2020 2021

Average annual growth(2012 - 2021)

Estimated sales

potential ($M)36 38 40 42 44 46 48 51 5.0%


6.1 PURCHASE PRICE AND ACQUISITION COSTSAPiL has negotiated to purchase the Property at a price of $13.5 million. The terms of the proposed purchase are as follows:

ITEM NET AMOUNT GST

Purchase Price $13,500,000

Conveyancing Costs

- Stamp Duty $689,165

- Registration Fee $2,850

Legal

- Purchase contract; Constitution; Loan docs & Settlement. $55,000 $5,500

Due Diligence

- Valuation; Depreciation report; Building services report; Hazardous materials audit; Retail market assessment.

$46,500 $4,650

Borrowing Costs

- Legal fees $15,000

- Establishment & Broking Fees $29,700

PDS Preparation Costs $15,000 $1,500

Acquisition Fee1 $533,250 $53,325

Working Capital $338,535

Total Cost $15,225,000 $64,9751 See section 9 for full details of fees and other costs

6.2 FUNDINGACQUISITION

There will be two sources of funding to meet the project costs of acquiring the property:

(a) Investor Equity $7,800,000

(b) Initial Borrowings by Responsible Entity $7,425,000

Total $15,225,000

INVESTOR EQUITY

Investors will provide $7.8 million of Investor equity to be used to partly fund the purchase price and the acquisition costs.

BORROWINGS

The Responsible Entity has received preliminary financing terms from a major Australian bank to fund the acquisition of the Property.

6. ACQUISITION


25

Indicative terms are as follows:

• Loan principal of $7.425 million;

• Loan with a term of 3 years;

• Initial Loan to Value Ratio (LVR) of approximately 55%;

• The loan will be non-recourse to Investors. The lender will secure the loan against the land and buildings only and a charge over the assets of the Trust – there will be no recourse to the Investors . Any amounts owing to the bank will rank before the Investors interest in the Trust.

• The forecast effective interest rate is 3.8% as at the issue date of this PDS.

Subject to advice from the APiL finance committee the loan may be fixed, variable or blended. It is not anticipated that any of the interest expense will be capitalised. See section 10.2 for further details on the risks associated with interest rates and the debt facility.

6.3 WORKING CAPITAL

The Responsible Entity will establish a working capital account for the Property to enable payment of any costs not recovered from tenants, including the following:

• Leasing incentives to incoming tenants, including fit-out contributions;

• Leasing commissions;

• Maintaining investor distributions as required from time to time;

• Capital works to the building; and

• Replacement of any plant and equipment that may become necessary during the Term.

6. ACQUISITION


The forecast financial information in this section consists of the following:

• pro forma balance sheet upon settlement; and

• forecast income and distribution statement for years one and two of the Trust;

The forecast financial information should be read in conjunction with the relevant assumptions and statement of significant accounting policies in this section. While the Responsible Entity considers these assumptions to be appropriate and reasonable at the date of this PDS, Investors should appreciate that many factors which may affect actual results are outside the control of the Responsible Entity, or may not be capable of being foreseen or accurately predicted. Accordingly, actual results may vary from those in the forecast financial information.

The forecast financial information has been prepared in accordance with Australian Accounting Standards. The forecast financial information has been presented in an abbreviated form and does not contain all of the disclosures that are usually provided in a financial report in accordance with the Corporations Act.

7.1 PRO FORMA BALANCE SHEET

PRO FORMA UPON ALLOTMENT OF THE TOTAL OFFER AMOUNT$AUD

Assets Cash (Working Capital) 338,535

Investment Property 13,500,000

Acquisition Costs 808,515

Borrowing Costs 44,700

Business Related Costs 533,250

Total Assets 15,225,000

Liabilities

Borrowings (7,425,000)

Total liabilities (7,425,000)

Net Asset Value 7,800,000

Adjustments Acquisition Costs (808,515)

Business Related Costs (533,250)

Borrowing Costs (44,700)

Net Tangible Assets (NTA) 6,413,535

Units on Issue 7,800,000

NTA per Unit $0.82

Gearing1 54%

1 Calculated in accordance with ASIC regulatory Guide 46 as the ratio of borrowings to total assets. This calculation differs from that of the loan-to-value ratio debt facility covenant. For more detail, refer to section 2.8.

7. FINANCIAL INFORMATION


27

NET TANGIBLE ASSETS

The Net Tangible Assets (NTA) of the Trust on establishment is forecast to be 82 cents per unit. The NTA has been calculated in accordance with ASIC Regulatory Guide 46 by dividing (the net assets of the Trust – intangible assets) by the total number of Units proposed to be issued.

The NTA measures total tangible asset backing per Unit in the Trust and helps investors understand the value of the assets upon which the value of their Units are determined. Generally speaking, the higher the NTA, the greater the level of asset backing per Unit, and the lower the risk of loss of capital to investors on the winding up of the Trust.

NTA BREAKDOWN

CENTS PER UNIT

Issue Price 100

Less:

Stamp duty payable (8.8) 61% OF THE UPFRONT COSTS CAN BE ATTRIBUTED TO THE PROPERTY AND FUND SET UP COSTS.Other acquisition costs (1.5)

Borrowing Costs (0.6)

Acquisition fee (6.8)

NTA per unit* 82

* This is on the proviso that stamp duty costs are written off on the Trust commencement. The NTA is $0.93 per unit if stamp duty and fund set up costs are capitalised.



7.2 FORECAST INCOME AND DISTRIBUTION STATEMENTThe forecast income statements of the Trust for the 2 year period from 1 July 2015 to 30 June 2017 are set out below. APiL is unable to make forecasts for periods greater than 2 years according to ASIC Regulatory Guide (RG) 170.39-170.41.

FINANCIAL YEARYEAR 1 YEAR 2

2015-16 2016-17

Gross Rental Income

Base Rental Income $1,152,565 $1,182,177

Other Income

Casual Leasing $5,105 $5,258

Shell Licence* $8,679 $8,939

Coles Percentage Rent $19,138 $23,121

Outgoings Recovery $300,436 $306,745

Total Gross Rent $1,485,923 $1,526,240

Less Outgoings -$448,410 -$457,827

Net Rental Cash Flow $1,037,513 $1,068,413

Less Other Expenses

Interest $289,575 $289,575

Management Fee $67,500 $67,500

Trust Management Expenses $30,000 $30,000

Total Other Expenses $387,075 $387,075

Cash Available to Investors $650,438 $681,338

Less Retained Income* -$25,000 -$38,000

Cash Available for Distribution $625,438 $643,338

Annual Return to Investors 8.0% 8.25%

Interest Cover Ratio (EBITDA/interest expense) 3.2 times 3.4 times

*See below for details

Investors are advised to review the assumptions and financial information and make their own independent assessment of the future performance of the Trust. The key items in the forecast income and distribution statement are explained in more detail below:

TOTAL GROSS RENT

Total Gross Rent includes base rental income received from the tenants, plus Coles supermarket turnover rent, casual mall leasing, the Shell service station licence fee (the adjacent Shell service station, which is not part of the Property, pays a licence fee for signage and access rights) and outgoings which can be recovered from the tenants. The forecast income and distribution statement has adopted these amounts from the independent cash flow analysis of the Property prepared by Jones Lang LaSalle.

NET RENTAL CASH FLOW

The net income received after outgoings have been deducted. The forecast income and distribution statement has adopted this amount from the independent cash flow analysis of the Property prepared by Jones Lang LaSalle.


29

INTEREST

Interest is the fee paid for the Trust’s borrowings. The forecast income and distribution statement has adopted 3.8% p.a. as the likely effective total interest rate at settlement when the loan facility will be drawn.

MANAGEMENT FEE

The management fee is payable from the Trust to the Responsible Entity and charged based on the value of the Trust’s total assets as set out in section 9.

TRUST MANAGEMENT EXPENSES

All expenses and taxes incurred in the proper performance of the Responsible Entity’s duties and obligations in operating the Trust. Such expenses include, but are not limited to; legal, accounting, printing, audit, valuation and property management services. See section 9 for further explanation of fees and costs.

RETAINED INCOME

Income retained from available cash will be added to the working capital account to provide for capital expenditure, future incentives, letting up allowances and fees.

Letting Up Allowances and Incentives

The independent cash flow analysis estimated a total of $170,000 in letting up allowances and incentives for the 2 year period. Letting up allowances, incentives and leasing fees will be funded from the working capital account.

Capital Expenditure

A total of $46,000 in capital expenditure is forecast for the 2 year period after consideration of the SGA Condition Report, Life Cycle Audit and Capex Forecast report dated 14 April 2015. Capital expenditure will be funded from the working capital account.

CASH AVAILABLE FOR DISTRIBUTION

This is the cash available to be distributed to investors after receiving all income from the Property and making payments of interest and other expenses of the Trust and retaining any income. The annual percentage is calculated by dividing the available cash distributed by the sum of all equity.

7.3 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIESThe principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

NEW, REVISED OR AMENDING ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED

The Trust has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

BASIS OF PREPARATION

These financial statements have been prepared in accordance with the recognition and measurement requirements specified by the Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the disclosure requirements of AASB 101 ‘Presentation of Financial Statements’, AASB 107 ‘Statement of Cash Flows’, AASB 108 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, AASB 1031 ‘Materiality’, AASB 1048 ‘Interpretation and Application of Standards’ and AASB 1054 ‘Australian Additional Disclosures’, as appropriate for for-profit oriented entities.

REVENUE RECOGNITION

Revenue is recognised when it is probable that the economic benefit will flow to the Trust and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.


INCOME TAX

The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

CASH AND EQUIVALENTS

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

TRADE AND OTHER RECEIVABLES

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.

FINANCIAL INSTRUMENTS

Financial Assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for sale investments, as appropriate. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Responsible Entity determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re evaluates this designation at each financial year-end.

Impairment of Financial Assets

The Responsible Entity assesses at each balance date whether a financial asset or group of financial assets is impaired.

Impairment of Non-Financial Assets

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.



31

FINANCIAL LIABILITIES

Financial liabilities are classified as derivatives and non derivatives instruments and their classification are determined at initial recognition at fair value.

TRADE AND OTHER PAYABLES

These amounts represent liabilities for goods and services provided to the Trust prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

GOODS AND SERVICES TAX (‘GST ’) AND OTHER SIMILAR TAXES

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

COMPARATIVE FIGURES

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. YOU KNOW?


8. INDEPENDENT VALUATION OF THE PROPERTY JONES LANG LASALLE ADVISORY SERVICES PTY LTD EXECUTIVE SUMMARY


33

This is a summary only. It must not be relied on for any purpose. JLL’s valuation of this asset is subject to assumptions, conditions and limitations. Those are set out in the full valuation report prepared in relation to the asset.

Liability limited by a scheme approved under Professional Standards Legislation.

Executive Summary Champion Lakes Shopping Centre- 82 Champion Drive, Seville Grove WA

Champion Lakes Shopping Centre comprises a neighbourhood shopping centre located at 82 Champion Drive, Seville Grove anchored by Coles Supermarket, being supported by 11 specialty tenants, 1 freestanding tenancy and 3 ATM’s. The centre has a gross lettable area of 4,837.80 square metres situated on two lots with a combined area of 2.041 hectares.

The centre is located in the established residential locality of Seville Grove, approximately 31 kilometres southeast of the Perth Central Business District.

Summary

Address Champion Lakes Shopping Centre - 82 Champion Drive, Seville Grove WA Client Australasian Property Investments Limited Valuation Purpose Market Valuation for Acquisition Date of Valuation 1 July 2015 Land Particulars Lot 707 & 709 on Diagram 82581 Registered Proprietor C-F-Q Pty Ltd Interest Valued 100% freehold Interest Valuation Approach Capitalisation Approach and Discounted Cash Flow Approach Adopted Value $13,500,000 GST Exclusive (Thirteen Million Five Hundred Thousand Dollars)

Centre Particulars Financial Summary Centre Type Neighbourhood Shopping Centre Gross Passing Income $1,439,498 pa Gross Lettable Area Total 4,837.80sqm Fully Leased Gross Passing Income* $1,439,498 pa Majors 3,166.00sqm Outgoings $448,410 pa Specialties 1,671.80sqm Net Passing Income $991,088 pa Fully Leased Net Passing Income* $991,088 pa Weighted Lease Duration (by Income) 5.14 years Car Parking (Ratio) 336 bays (1 : 14) Weighted Lease Duration (by Area) 5.95 years Site Area 20,410 sqm Current Vacancy (% Total GLA) 0.00% Zoning Local Centre * including immediate reversions and vacancy rent

Capitalisation Approach Assumptions DCF Approach Assumptions Adopted Cap Rate 7.50% Discount Rate 9.00% Cap Rate – Majors Percentage Rent 8.50% Terminal Yield 7.75% Cap Rate – Specialties Percentage Rent 8.50% Adopted Lease Term (Specialty) 5 years Cap Rate – Other Income 7.50% CPI (Avg 10 Year) 2.52% Long Term Vacancy Allowance 1.00% Specialty Growth Rate (Avg 10 Year) 3.52% Allowances for Expiries Occurring within 12 months Outgoings Growth Rate (Avg 10 Year) 2.52% Allowances for Capex Occurring within 1 year years Capital Ex Growth Rate (Avg 10 Year) 2.52% Valued based on Capitalisation Approach $13,470,244 Valued based on DCF Approach $13,622,937

Valuation Summary DCF Summary Adopted Value $13,500,000 PV of Cash flows $6,442,905 44.87% Rate/sqm of GLA $2,791 PV of Terminal Value $7,915,671 55.13% Equivalent Yield 7.49% Total DCF $14,358,576 100.00% Initial Yield (Passing) 7.34% Acquisition Costs -$735,639 Initial Yield (Fully Leased) 7.34% Total PV $13,622,937 IRR (10 yr) 9.13%




Executive Summary Financial Details & Critical Analysis

Tenancy Overview Tenants by Lettable Area

Tenant Gross Passing Income

Area (sqm)

% of GLA

Coles Supermarket $662,312 3,166 65.4%

Specialties $719,773 1,672 34.6%

Non GLA $35,951 N/A N/A

Lease Expiry Profile – Non Majors Lease Expiry Profile – Total Centre

Valuer(s) Jones Lang LaSalle Advisory Services Pty Ltd

David Ivey AAPI Stuart Parry AAPI Certified Practising Valuer (Reg. No. 44394) Director, Head of Valuations and Advisory Director, Valuations and Advisory

The opinion of value expressed in this report is that of the Valuer who undertook the valuation and who is the primary signatory on the report. That Valuer is David Ivey. The Valuer who is countersigning the report, Stuart Parry, verifies that the report is genuine and endorsed by JLL. However, Stuart Parry may not have inspected the Property nor undertaken any role in the preparation of the valuation, and in that case is not providing any professional opinion in relation to the valuation.

Coles Supermarket

65%

Specialties 35%

0%

10%

20%

30%

40%

50%

Vacant Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 Jun-21+

Tenancies by % Area Tenancies by % Income

0%

10%

20%

30%

40%

50%

Vacant Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 Jun-21+

Tenancies by % Area Tenancies by % Income


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Centre Performance Market Performance

Retail turnover growth in Western Australia has shown signs of marginal improvement, with growth at 1.7% p.a. as at December 2014.

Topshop opened their first West Australian store in 4Q14, with Zara opening a second store. The 20,000 sqm extension to Cockburn Gateway opened in October, adding over 40 new specialty stores.

Two new neighbourhood centres reached completion in 4Q14. CBD retail vacancy decreased to 10.1% in December. Average rents were stable across all monitored shopping centre formats in 4Q14 on a quarterly and annual

basis. Retail yields across regional, sub-regional, neighbourhood and CBD categories remained unchanged over

the December quarter. Deloitte Access Economics estimate that Western Australian Gross State Product (GSP) increased by 3.8%

over 2014, and forecast GSP growth to remain stable at 3.8% in 2015. With the price of iron ore falling to a five-year low in 2014, construction spending in the resource sector may be scaled back further in the short-term.

Market Risk Rating: Low

Asset Performance The subject centre is located within the south-eastern suburb of Seville Grove which lies approximately 31

radial kilometres from the Perth CBD. The Subject has good exposure to Champion Drive, being a duel laneway connecting Tonkin Highway to

Railway Avenue. The immediate retail competition includes Haynes Shopping Centre (anchored by Coles), Armadale

Shopping City (anchored by Coles, Kmart, IGA & Target) and Armadale Central (anchored by Woolworths, Big W & IGA) among other convenience centres within the local area.

The centre currently presents to a reasonable standard of retail accommodation commensurate with its year of construction in 1999.

The subject property is currently under contract for $13,500,000 as a going concern.

Asset Risk Rating: Low

Cash Flow Performance As at the date of valuation the centre was 100.00% leased and is anchored by Coles Supermarket together

with 11 specialty tenants, 1 freestanding tenancy and 3 ATM’s. There is one vacant tenancy which in accordance with the contract provided will have a two year gross

rental guarantee of $125,000. The overall MAT of the Coles Supermarket equates to $31,515,182 GST Exclusive or $9,954/m2,

decreasing -2.03% from the previous year. The weighted average lease expiry (WALE) (by income) is 5.14 years, which is considered to be of a

medium term basis. The majority of the centre’s specialty lease rental reviews are between CPI and 4% increase per annum. The centre is anticipated to have minimal capital expenditure requirements in the short term. The major tenant is currently trading well and is currently within percentage rent territory. Coles still has 7

years remaining on their term. We have been informed that Dial a Snapper has recently extended their term for a further 5 years.

Cash Flow Risk Rating: Low




Critical Assumptions, Conditions and Limitations In addition to any other assumptions, conditions and limitations contained within this report, our valuation is based on the following:

The valuation is current as at the date of valuation only, being 1 July 2015. The value assessed herein may change significantly and unexpectedly over a relatively short period (including as a result of general market movements or factors specific to the particular property).

We do not accept liability for losses arising from such subsequent changes in value. Without limiting this statement, we do not accept any liability where this valuation is relied upon more than three months after the date of valuation, or earlier if you become aware of any factors that may have any effect on the valuation.

This report is relevant at the date of valuation and to the circumstances prevailing at that time. However, within a changing economic environment experiencing fluctuations in interest rates, inflation levels, rents and global economic circumstances, acceptable returns on investment may, as a consequence, be susceptible to future variation. We therefore strongly recommend that before any action is taken involving an acquisition, disposal, shareholding restructure or other transaction more than three months after the date of this report, you consult the Valuer.

Our valuation assumes the information provided is correct and we reserve the right to amend our calculations, if deemed necessary, if that information is incorrect.

Our valuation assumes that there are no environmental issues with the land holding. Our valuation assumes that there are no Native Title claims or archaeological entitlements with the land

holding. In relation to our GST calculations, we are not taxation or legal experts and we recommend competent and

qualified advice be obtained. Should this advice vary from our interpretation of the legislation and Australian Taxation Office rulings current as at the date of this valuation, we reserve the right to review and amend our valuation accordingly.

Our valuation assumes all other professional/consultancy advice provided and relied upon is true and correct.

We have relied on building areas, income figures and expense figures as provided by the instructing party or its agents and made specified adjustments where necessary.

We have relied on the land dimensions and areas as provided in the Registered Plan, as searched. In certain cases physical checking of land dimensions and areas is difficult or not practical due to proximity of adjoining buildings, steep terrain or inaccessible title boundaries. JLL accepts no responsibility if any of the land dimensions or the area shown on title is found to be incorrect.

If any pre-purchase building audit/report indicates any adverse issues relating to the building, the report should be returned to the Valuer for comment.

We were provided with a signed copy of the contract of sale by Australasian Property Investments Limited on 25th March 2015, indicating a purchase price of $13,500,000 as a going concern. In the event that negotiations regarding the sale of the Property lead to a change in the purchase price, the report should be returned to the Valuer for comment.

We assume good and marketable title, free of any encumbrances and easements not noted on the title. JLL are participants in the Australian Property Institute (API) limited liability scheme. This scheme has been

approved under Professional Standards legislation and is compulsory for all API members. Where we have sighted Agreements to Lease and/or Disclosure Statements only or in instances where we

have sighted draft documentation only, we have assumed that formal Lease documentation is prepared and executed in accordance the details provided in the document sighted.

Where we have been unable to sight relevant lease documentation, we have relied upon the information contained within the tenancy schedule provided by the choose an item and assume that formal Lease documentation has been prepared and executed in accordance with the details provided within the tenancy schedule.


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Critical Assumptions, Conditions and Limitations (cont) This clause applies upon any request that this valuation be assigned to a party other than the intended

recipients named herein. Notwithstanding anything else, including any agreement by JLL subsequent to this report’s date that it will assign this valuation: a. This valuation is deemed not to be assigned unless the request for the assignment, confirmation,

reissue or other act occurred within three months of the date of this valuation. b. Any assignment is deemed to be in reliance upon, and is conditional upon, the assignee’s

acknowledgement that JLL: o has not re-inspected the Property prior to the assignment occurring; o has not undertaken further investigation or analysis as to any changes since the initial valuation;

and o accepts no responsibility for reliance upon the initial valuation other than as a valuation of the

Property as at the date of the initial valuation.


DID YOU KNOW?Small differences in both investment performance and fees and costs can have a substantial impact on long-term returns. For example, total annual fees and costs of 2% of your Trust balance rather than 1% could reduce your final return by up to 20% over a 30-year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs. You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Trust or your financial advisor.

TO FIND OUT MOREIf you would like to find out more, or see the impact of the fees based on your circumstances, the Australian Securities and Investments Commission website (www.moneysmart.gov.au) has a managed investment fee calculator to help you check out different fee options.

9.1 FEES ASSOCIATED WITH AN INVESTMENT IN THE TRUSTThe table below shows fees and other costs that you may be charged. These fees and costs may be deducted from the money you invest, from the returns on your investment or from the Trust’s assets as a whole. Information on taxation is set out in section 11.1. You should read all the information about fees and costs as it is important to understand their impact on your investment.

TYPE OF FEE OR COST AMOUNT HOW AND WHEN PAID

Fees when your money moves in or out of the Trust

Establishment Fee The fee to open your investment.

Nil Not applicable.

Contribution fee A fee on each amount contributed to your investment.

Nil Not applicable.

Withdrawal fee The fee on each amount you take out of your investment.

Nil Not applicable.

Termination fee The fee to close your investment.

Nil Not applicable.

Management Costs

The fees and costs for managing your investment.

The management costs of the trust will comprise the following:

• a management fee of 0.50% pa of GAV;

• estimated Trust expenses of 0.2% pa of GAV;

• a performance fee calculated as 20% of the portion of the outperformance of the Trust over an IRR of 10% pa;

• a transfer fee of $500 (up to maximum of 1% of the transfer amount) when transferring Units to a 3rd party during the term of the Trust.

• This fee is payable quarterly in advance and is deducted directly from the Trust’s assets.

• Reimbursable expenses are payable as and when they are incurred and are deducted directly from the Trust’s assets.

• Payable on the wind up or sale of the Trust and/or other limited circumstances.

• A fee payable by the Investor and paid to the Responsible Entity when a transfer of Units is executed.

Service Fees1

Switching fee The fee for changing investment options.

Nil Not applicable.

1Investors may elect to pay their advisor a professional fee for service. See section 9.2 for an explanation of the adviser remuneration.

9. FEES AND OTHER COSTS


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EXAMPLE OF ANNUAL FEES AND COSTS

The table below provides an example of how the fees and costs in the Trust can affect your investment over a one-year period. You should use this table to compare this product with other managed investment products.

EXAMPLE - $50,000 INVESTMENT

Contribution fee Nil You will not be charged a contribution fee

Plus Management costs - Management fee; plus - Trust expenses

0.7% per annum of the GAV comprising: - 0.5% per annum of the GAV; plus - 0.2% per annum of the GAV.

For every $50,000 invested in the Trust you will be charged $750 per annum.1,2

1 Assuming a 54% gearing ratio, this equates to an Indirect Cost Ratio of 1.5% per annum of the NAV. The Indirect Cost Ratio is a measure of the annual management costs charged against the net assets of the Trust. See “Indirect Cost Ratio” in section 9.2 for further details.2Additional fees may apply in a given year including acquisition fee and performance fee. For more details refer to section 9.2.


9.2 ADDITIONAL EXPLANATION OF FEES AND COSTS

ACQUISITION FEE

APiL will receive an acquisition fee of 3.95% of the purchase price which equates to $533,250. The acquisition fee is paid to APiL for sourcing the Property and establishing the Trust. This fee is included in the acquisition cost of the Property and it is paid to APiL at settlement. See section 6.1 for details of acquisition costs. The acquisition fee is paid after receipt of Investor monies and therefore will reduce the Net Tangible Assets (NTA) per Unit. See section 7.1 for NTA calculation details.

ONGOING MANAGEMENT COSTS

Management FeeAPiL is entitled to a base management fee of 0.50% per annum of the GAV. This is the maximum management fee that APiL may charge under the Constitution. If APiL waives or defers payment of all or part of its management fee for any period, the fees will accrue until paid.

Trust ExpensesAPiL is entitled to reimbursement for, or have paid by the Trust, all expenses and taxes incurred in the proper performance of its duties and obligations in operating the Trust. Such recoverable expenses include, but are not limited to; legal, accounting, printing, audit, valuation and property management services. As it is not possible to determine the quantum of expenses which may be incurred, APiL has estimated that expenses incurred by it and the Manager will be 0.2% per annum of the GAV.

Operational CostsThese costs are associated with maintaining the Property and other assets and are a cost of the Trust. They include land tax, rates, insurance and maintenance costs (to the extent they are not recoverable from tenants).

Consultancy FeesAPiL may also seek services for the Trust from service providers, including related parties. The fees for these services will be charged at normal commercial rates to the Trust and may include, but are not limited to, carrying out rent reviews, extensions and variations of leases and property and consultancy services. For more detail on APiL’s related party transactions policy, refer to section 11.4.

Performance FeeAs an incentive to maximise investment return to Investors, the Responsible Entity will be entitled to a performance fee equal to 20% of the portion of the outperformance of the Trust over an internal rate of return (IRR) of 10% per annum. The performance fee calculation period will run from the commencement date of the Trust to the earlier of the Trust’s initial seven year term and the wind up of the Trust.

In the event that Unit holders agree to continue the Trust past the initial seven year term then any Performance fee will be based on the market value of the Property at the time of the extension as determined by two independent valuers. The IRR calculation will be reset so that the next calculation period will be from the beginning of the extension period to the earlier of the conclusion of the extension period or wind up of the Trust. This same payment and resetting pattern will occur for any further extension periods.

Under the Constitution, the performance fee is also payable if APiL is replaced as the responsible entity for the Trust.

Performance Fee ExampleThe following example is for information purposes only. Actual results may vary significantly from the example.

For example, if the trust:

• raised $7.8 million of equity through the issue of 7.8 million $1.00 Units;

• paid a distribution per annum of 9 cents per Unit for seven years (representing total distributions to Investors of $0.702 million per annum); and

• returned $1.25 per Unit at termination (representing $9.75 million), then the Trust equity IRR based on these series of cash flows is calculated to be 11.5% per annum. The outperformance amount above the hurdle IRR of 10% per annum would be $1.21 million being the amount that, if included in the Trust IRR cash flows as an outflow at the wind up of the trust reduces the Trust IRR to 10% per annum.

The performance fee payable would be $242,000 (being 20% of the $1.21 million for the Trust, or $0.031 per Unit). Therefore, an Investor with an initial $50,000 investment would have received aggregate distributions of $31,500 for the seven years and a capital return $60,950 after deducting $1,550 for the performance fee share.

9. FEES AND OTHER COSTS


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Transfer Fee ExampleAn investor who wishes to sell their Units before the Trust reaches full term will be liable to pay a transfer fee of not less than $500 and not greater than 1% of the value of the Unit Holder’s Units the subject of the transfer. The fee is charged to cover the Responsible Entity’s administrative costs in executing the transfer and only the seller pays the transfer fee.

For example an Investor with $50,000 of Units sells to a third party at $1.05 per Unit, the Investor will receive net proceeds of $52,000 after paying a transfer fee of $500 from the gross proceeds of $52,500.

INDIRECT COST RATIO

The Indirect Cost Ratio is the ratio of annual ongoing management costs of the Trust (that are not deducted directly from the Investor’s account) to the total average net assets of the Trust.

The annual management cost of the Trust (excluding acquisition fees and performances fees) is 0.70% of the Gross Asset Value. Assuming that the gearing of the Trust is 54%, the Indirect Cost Ratio, measured as the annual costs charged against the net assets of the Trust, would be 1.5% p.a. (i.e. the Indirect Cost Ratio). This is shown in the “Example of Annual Fees and Cost” table in section 9.1.

The Indirect Cost Ratio increases as the gearing level increases, and will decrease when the gearing level decreases.

ADVISOR REMUNERATION , REFERRAL FEES AND REBATES

Financial Services LicenseesThe Responsible Entity does not pay commissions to advisers. Investors may elect to pay their advisor a professional fee for service by a nominated dollar amount. This will be deducted from their Application Amount and then paid to the advisor following the issuance of Unit Certificates. The net amount of their Application Amount, after deducting the professional fee for service, will be invested into the Trust. For example, if an Investor invests $50,000 in the Trust and directs the Responsible Entity to pay to their advisor a professional fee for service of $1,000, the advisor will receive $1,000 and the remaining $49,000 will be invested in the Trust.

Financial Service Intermediaries The Responsible Entity may pay individuals or companies a referral fee in exchange for referring their clients to consider an investment in the Trust. These payments will be made by the Responsible Entity and will not affect the Trust or Investors. You will be advised of any referral fee arrangements that are applicable to your investment.

Wholesale Clients and Professional InvestorsThe Responsible Entity may rebate a portion of its fees to investors who invest significant amounts of money in the Trust. Ask APiL or your financial advisor how to qualify.

Alternative Remuneration Register As the Responsible Entity, we maintain an Alternative Remuneration Register in accordance with the Financial Services Council/Financial Planning Association (FSC/FPA) Industry Code of Practice on Alternative Forms of Remuneration in the Wealth Management Industry. The register summarises alternative forms of remuneration that are paid or received by us. Please contact us if you would like to review this register.


As with all investments, an investment in the Trust will be subject to risks. “Risk” generally refers to the variability and volatility of an investment return and the likelihood of incurring a loss on your investment. The main risks of investing include a decrease in the value of your investment and/or a fluctuation or a decrease in the amount of income generated from the investment.

The following are the key risks of an investment in the Trust:• property investment risks – these risks relate to direct property investment;• trust investment risks – these risks relate specifically to an investment in the Trust;• general investment risks – these risks relate to the overall risk of most investments.

In managing your risk you should read this PDS in full before deciding whether to invest in the Trust and seek your own professional advice.

10.1 PROPERTY INVESTMENT RISKSThese risks relate to direct property investment.

VALUATION RISK

During the term of the Trust the Property will need to be valued. A valuation may result in a reduction in the value of the Property due to loss of income from tenants or market factors significantly reducing the demand for office property and there is no guarantee that the Property will achieve a capital gain on sale.

FORECAST RETURNS ARE NOT REALISED

This PDS contains forecasts based on many factors beyond the control of the Responsible Entity. The forecast assumptions are based on the following information:

• Cash flow analysis prepared by Jones Lang LaSalle;• Likely interest rate and financing costs from the preferred financier;• Forecast capital expenditure from SGA Property Consultancy Pty Ltd.

LEASING RISK

The value of investment property is to a large extent dependent on the leases in place. The Trust is wholly dependent upon the tenants of the Property continuing to occupy the premises and comply with the terms and conditions of the leases.

In the event a lease term expires during the Term or a lessee vacates the Property, there may be a period of vacancy which will reduce rental income and incur re-letting costs which will be payable by the Trust. Significant incentive payments and letting up allowances may also be required to retain or attract tenants which may impact on cash distributions to investors.

Whilst the leases impose legally enforceable obligations on tenants, a tenant may still default resulting in costs being incurred for legal proceedings and if necessary, for re-letting of the premises.

COMPETITION RISK

If new centres were to be opened in the surrounding area, both consumers and retailers will potentially want to move to the new development which may impact on the overall level of rental returns available and increase the potential for vacancy.

MARKET CONDITIONS

The value of any investment in real property is determined by the market at any particular point in time. History has shown that real estate values fluctuate. An investment in the Trust may be adversely influenced by the following factors:

• A downturn in the property market in general;• A downturn in the Australian or Western Australian economies;• A downturn in the demand for retail space.

CAPITAL EXPENDITURE

The Responsible Entity will establish a working capital account to pay any unforeseen expenses however there is a risk that capital expenditure could exceed these provisions resulting in increased costs and therefore lower distributions.

BUILDINGS ARE DESTROYED

Should the Property be destroyed by fire or an act of nature, a comprehensive insurance policy taken out with a reputable insurer will cover replacement of buildings, including removal of debris and loss of rental income. Regardless of the level of insurance cover, there may still be an impact to the value of the Property and the level of income distributions.

10. RISKS


43

PROPERTY CONTAMINATION

Property income or valuations of the Property could be adversely affected by the discovery of an environmental contamination.

10.2 TRUST INVESTMENT RISKSThese risks relate specifically to an investment in the Trust.

ILLIQUID INVESTMENT

There is no established secondary market for the sale of a Unit in the Trust. You may arrange for your own private sale or consider offering your Units to the other Unit Holders in the Trust. Whilst the Responsible Entity will assist in a sale of an interest, there is no obligation to have your interest redeemed. See section 2.6 for further details regarding selling your investment.

GEARING

The Trust is a geared investment product. Gearing will magnify the effect of any movements in the value of the Property. If the Property suffers a significant reduction in value, or there is a significant rise in interest rates, the Trust may then be in breach of a debt facility covenant. This may result in the finance provider enforcing its security over the relevant assets which could result in the early sale of the Property at a less than optimal sale price, additional equity being required, or distributions being reduced or suspended to repay borrowings.

INTEREST RATES AND DEBT FACILITY

Interest rates may rise or fall during the term of the investment. The forecast interest rate in the income cash flow has assumed an initial total effective interest rate of 3.80% p.a.. The forecast cash distribution schedule has adopted 3.80% p.a. as the likely interest rate at settlement when the loan facility will be drawn.

There is a risk that a debt facility or interest rate hedge (fixing the interest rate) may not be available at the projected interest rates which may have a material impact on the Trust’s financial position and distributions.

The initial debt facility is for a term of three years which is less than the Trust term of 7 years. If the Trust is unable to extend the facility at the end of three years then the Responsible Entity may be forced to sell the Property at this time in order to repay the debt facility.

DIVERSIFICATION

Generally, the more diversified a portfolio, the lower the impact of an adverse event affecting one property or leases will have on the income or capital value of the investment. The Trust will own a single property leased to multiple tenants and so is diversified by tenant and not diversified by investment class, geographic location or exposure to different property sectors.

10.3 GENERAL INVESTMENT RISKSThese risks relate to the overall risk of most investments.

ECONOMY AND MARKET CONDITIONS

There is a risk that changes in the economy including inflation, interest rates, exchange rates, securities markets, consumer spending and employment as well as changes to market conditions may affect asset returns and values.

REGULATORY CHANGES

The introduction of new, or the amendment of existing, legislation may have a detrimental effect on an investment in Property. Future taxation reforms may happen during the term of the investment, which may adversely affect income return by, for example, altering depreciation rates applicable to the asset for income tax purposes.

INSURANCE

Any losses incurred due to uninsured risks may adversely affect the performance of the Trust. Increases in insurance premiums may also affect the performance of the Trust.

LITIGATION

In the ordinary course of operations, the Trust may be involved in disputes and possible litigation. These include tenancy disputes, environmental and occupational health and safety claims, industrial disputes and any legal claims. A costly dispute or litigation could have a detrimental effect on the value of the assets or the distributions of the Trust.


11.1 TAXATIONThe taxation information provided below is a brief guide only and is not intended to be tax advice. We recommend that you seek independent professional advice about how it applies in your specific circumstances.

The following summary is intended for Australian resident investors and generally applies to investors who hold their investment for the purpose of realising a long-term return (that is, hold their investment on capital account for tax purposes).

The information below is based on existing tax law as at the date of this PDS.

TAXATION OF THE TRUST

For each year ended 30 June, you will be required to disclose an amount within your income tax return indicating your taxation distribution received from the Trust. On the basis the Trust will be distributing its taxable income entirely to Investors, the Trust will not be liable for any Australian income tax. Each Investor is responsible for the income tax liability which arises on the taxation distribution received at the tax rates applicable to the Investors’ circumstances.

We will provide you with all relevant documentation on an annual basis to assist with the completion of your income tax return.

CAPITAL GAINS TAX

When Units, which had been held for a period of more than 12 months, are disposed of you may be eligible for the following capital gains tax discount:

• Individual – 50% discount;

• Trust – 50% discount;

• Company – N/A; and

• Complying Superannuation Fund – 33 1/3% discount.

It is important to note the effect of any tax-deferred distributions received throughout the investment on the calculation of capital gains tax - the tax-deferred distributions may result in a reduction of the initial cost of the investment. Refer below for further information on tax-deferred distributions.

TAX-DEFERRED DISTRIBUTIONS

The variance between the accounting distribution received and the taxation distribution received is made up of both tax-free and tax-deferred components. The variance arises due to the eligibility to claim taxation deductions which are not considered in the calculation of accounting profits and cash distributions.

The tax deferred component of the distribution received is not assessable when received, instead, this amount is applied against the initial cost of the Units and will be assessable upon the sale of the Units.

The tax free component of the distribution is not assessable when received and is also not assessable upon the sale of the Units.

NON-RESIDENTS

If you are a foreign resident for tax purposes the Trust is required to withhold tax from your distributions at the prescribed withholding rates. The Trust qualifies as a managed investment trust providing favourable withholding rates for distributions to foreign residents in certain foreign jurisdictions however non-residents are not eligible for the capital gains tax discount described above.

If you are a foreign resident for tax purposes, please ensure you seek you own tax advice regarding your situation.

TFN WITHHOLDING TAX

If you are an Australian Resident, you need not quote a TFN when applying for Units. However, if a TFN is not quoted and no relevant exemption information is provided, the Responsible Entity is required to withhold tax on your income distributions at the highest marginal tax rate plus the Medicare levy (currently 47%).

11.2 CONSTITUTIONThe Trust is a registered managed investment scheme and is governed by a Constitution and a compliance plan.

The statements in this PDS only provide a summary of some of the provisions of the Constitution. Investors can inspect a copy of the Constitution at the offices of APiL. Please refer to the back cover of this PDS for a contact details listing.

11. ADDITIONAL INFORMATION


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11.3 SUMMARY OF ASSET SERVICES AGREEMENTThe asset management services to be provided by the Manager include:

• undertake consultancy activities which are reasonably necessary for the proper and efficient management of the Property;

• negotiate the terms for appointment of a managing agent;

• review the annual budget presented by the managing agent and advise the Responsible Entity of any amendments, which may include the appointment of alternative contractors or service providers;

• negotiate and administer new leases, lease extensions, variations and market rent reviews. In the event that the managing agent or leasing agent is to undertake the lease extension, variation and market rent reviews, the Manager will over-see and provide advice where necessary to the agent;

• appoint consultants to service and maintain the essential services of the building;

• assisting in the resolution of complaints and disputes with Investors received by the Responsible Entity;

• reporting to the Responsible Entity as required to enable the Responsible Entity to carry out its duties in accordance with the Constitution and compliance plan;

• providing such services to the Responsible Entity as it reasonably requires to carry out its duties in relation to

the Trust.

11.4 CORPORATE GOVERNANCEThe Trust is registered as a managed investment scheme under the relevant provisions of the Corporation Act and Australasian Property Investments Ltd has been appointed as the Responsible Entity to operate the Trust. APiL is the holder of an Australian Financial Services Licence (Licence No. 238795) issued by the Australian Securities and Investment Commission (ASIC).

ROLE OF THE RESPONSIBLE ENTITY

The Responsible Entity’s main responsibilities are to make sure that the Trust is managed according to the Constitution, the Corporations Act, the established investment policy for the Trust and to properly administer the Trust.

THE COMPLIANCE PLAN

As required by law, The Responsible Entity has prepared and lodged with ASIC a compliance plan which sets out the measures which the Responsible Entity will apply in operating the Trust to ensure compliance with the Corporations Act and the Constitution. The requirements of the compliance plan are audited by an independent auditor on an annual basis. A copy of the compliance plan is available upon request, free of charge, from APiL’s offices.

COMPLIANCE COMMITTEE

A compliance committee has been established by the board of APiL and consists of three members, the majority of which are external members. The role of the compliance committee is to ensure the Responsible Entity complies with the Compliance Plan and to report any breaches to the board and, if necessary, to ASIC.

RELATED PARTY TRANSACTIONS

There are a number of related party transactions described in this PDS in relation to the Trust, including fees payable by the Responsible Entity to the Manager under the Asset Services Agreement.

The Responsible Entity may also seek professional services for the Trust from qualified service providers, including related parties. Hughes Advisory Pty Ltd, trading as API Hughes, is a related party and has been appointed as the Manager to provide asset management services to the Responsible Entity. The fees for these services will be charged at normal commercial rates to the Trust.


All transactions, including those with related parties, are conducted on commercial terms and conditions and on an arm’s length basis. Specific examples in which related parties provide services to the Trust include:

• Peter Hughes is the managing director of APiL and is also a director of Hughes Advisory Pty Ltd which provides asset management services to the Trust and a related entity of Peter Hughes may be a participant in the Trust.

• Oliver Mahé is a director of APiL and is also an employee of Hughes Advisory Pty Ltd which provides asset management services to the Trust and a related entity of Oliver Mahé may be a participant in the Trust.

• Hersh Majteles is a director of APiL, and is a partner in the law firm Lavan Legal which provides legal services to APiL and a related entity of Hersh Majteles may be a participant in the Trust;

• Joseph Evangelista is a director of APiL and is a partner in the accounting firm BDO which provides accounting services to APiL.

The directors and employees of APiL or members of their families or entities which they control or have an interest in may also invest in the Trust. They may also directly and indirectly benefit from the fees charged in relation to the acquisition, operation and management of the Trust.

CONFLICTS OF INTEREST & RELATED PARTY TRANSACTION POLICY

All transactions in which the Responsible Entity may have, or may be perceived to have, a conflict of interest will be conducted in accordance with the Responsible Entity’s related party transaction policy. Under this policy, conflict situations will be assessed by the compliance committee, and if the compliance committee considers it necessary, refer the matter to the Responsible Entity’s board with steps taken to ensure the conflict is managed in an appropriate manner.

THE CUSTODIAN

Australasian Property Investments Ltd is the custodian of the Trust’s assets.

11.5 ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCINGThe Responsible Entity is required to comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Law). This means that the Responsible Entity will require you to provide personal information and documentation in relation to your identity when you invest in the Trust. The Responsible Entity may need to obtain additional information and documentation from you to process your application or subsequent transactions or at other times during your investment. The obtaining of information will be pursuant to the AML/CTF program that APiL has adopted.

The Responsible Entity may need to identify:

• an Investor (including all investor types noted on the Application Form) prior to purchasing units in the Trust. The Responsible Entity will not issue units to you until all relevant information has been received and your identity has been satisfactorily verified;

• your estate – if you die while you are the owner of units in the Trust, the Responsible Entity may need to identify your legal personal representative prior to transferring ownership; and

• anyone acting on your behalf, including under your power of attorney.

In some circumstances, the Responsible Entity may need to re-verify this information and may request additional information.

By applying to invest in the Trust, you also acknowledge that the Responsible Entity may decide to delay or refuse any request or transaction, including the issue of Units in the Trust, if it is concerned that the request or transaction may breach any obligation of, or cause the Responsible Entity to commit or participate in an offence under, any AML/CTF Law. The Responsible Entity or any of its related bodies corporate, affiliates, associates or officers will incur no liability to you if it does so.

11.6 KEEPING YOU INFORMED ABOUT YOUR INVESTMENTTo help keep you informed of your investment, the Responsible Entity will provide you with the following:

• A confirmation notice stating your Application Form has been successfully received;

• Issuance of a Unit Certificate after settlement of the Property confirming your allotment of Units in the Trust;

• Remittance statements confirming your monthly income distribution;

• Annual property reports;

• Annual distribution statements;

11. ADDITIONAL INFORMATION


47

• Annual financial accounts showing taxation details;

• Annual reports available on the website at www.apilgroup.com via a secure log-in.

As a disclosing entity, the Trust is subject to regular reporting and disclosure obligations. The Trust complies with the continuous disclosure obligations required by law by the updating of information contained within this PDS on our website (in accordance with the practice guidance in ASIC Regulatory Guide 198 ‘Unlisted disclosing entities: Continuous disclosure obligations’).

11.7 YOUR PERSONAL INFORMATION

We collect your personal information for the following purposes:• to administer and provide products and services and to manage our relationship with you;

• to process transactions;

• to answer queries and for security purposes;

In managing your account, we may need to disclose your personal information to:

• your financial advisor;

• reputable service providers who may carry out functions associated with our products and services on our behalf (e.g. mailing houses who conduct mailings for us);

• our financial institution to initiate payment to your nominated account;

• a third party as required by law.

Under the Privacy Act 1988(Cth), you may request access to any of your personal information that we hold. You should notify us immediately if any of the information we hold about you changes, so that we can ensure that your information is always complete, accurate and up to date. Please refer to the back cover of this PDS for a contact details listing.

APiL’s privacy policy can be found on our website at www.apilgroup.com.

11.8 COMPLAINTS HANDLINGThe Responsible Entity takes complaints seriously and has procedures in place to properly consider and deal with any complaints received from Investors. If you have a complaint or query in relation to the administration or management of the Trust, please contact the compliance manager for Australasian Property Investments Ltd on 1300 788 877 or email [email protected] or write to APiL at PO Box 472, Subiaco, WA 6904. The compliance manager will, on behalf of the Responsible Entity, ensure your complaint is acknowledged in writing upon receipt. An investigation will then be undertaken with a formal response provided no later than 45 days from receipt of the initial complaint.

The dispute resolution procedures for retail and wholesale investors are set out in the Constitution and the Compliance Plan. If you are dissatisfied with our response you may raise the matter with the ASIC approved Independent Financial Ombudsman Service of which we are a member. Its contact details are:

Financial Ombudsman Service Limited

GPO Box 3 Melbourne VIC 3001

Telephone: 1300 780 808 Fax: (03) 9613 6399

Email: [email protected] Website: www.fos.org.au

11.9 LABOUR STANDARDS AND ENVIRONMENTAL CONSIDERATIONSThe Responsible Entity does not take into account labour standards or environmental, social or ethical considerations in the selection, retention or realisation of investments in the Trust offered under this PDS.

11.10 NAMING CONSENTSThe entities listed below have given their consent to be named in this PDS:

• Hughes Advisory Pty Ltd - the Manager

• Jones Lang LaSalle - valuation report and cash flow analysis;

• SGA Property Consultancy Pty Ltd – building services report;

• MacroPlan Dimasi – retail market assessment report.


12.1 AUSTRALASIAN PROPERTY INVESTMENTS LTD (“APiL”)APiL is a leading Australian property syndicator and manager specialising in commercial property investment with a proven track record of delivering strong income returns and capital growth.

Since 2001, APiL has successfully established 19 commercial property trusts with a total value in excess of $600 million. Our successful investment strategy provides our investors with quality property investment opportunities delivering strong yields and potential for capital growth over the medium to long term.

The three core principles of the APiL investment strategy are:

• Single, direct property investment - performance is linked to a specific property asset, giving investors a transparent and efficient investment with known risks.

• Properties with high tenant appeal - we purchase well located property that tenants want to occupy thereby reducing leasing risk.

• Income and capital growth – provide a strong and regular income stream together with the opportunity for capital growth.

To accomplish this, we rely on the property expertise and experience of APiL’s investment team to assess and evaluate the various aspects of every property investment opportunity.

The Responsible Entity complies with its licensing and financial requirements as determined by ASIC Regulatory Guide 166 ‘Licensing: Financial requirements’. The NTA and Liquidity requirements are reported quarterly to its board and independent compliance committee and annual audited accounts are lodged with ASIC.

12. RESPONSIBLE ENTITY


49


OLIVER MAHÉ,

Director, Fund Manager:

Oliver has over 12 years of experience in the property funds management industry in Australia. As the fund manager, Oliver is responsible for overseeing the funds management responsibilities of APiL’s property portfolio, setting the fund strategies, and takes the lead role in negotiating new leases.

Oliver is a UWA Business School Graduate that holds an MBA.

PETER HUGHES,

Managing Director:

A founding director of APiL and 35 years experience in the property industry has seen Peter establish a reputation as one of WA’s most respected property professionals.

Peter has experience as a valuer, consultant and project coordinator for investment acquisitions and commercial and industrial sales and has the principal responsibility for assessing property acquisitions that meet with the investment objectives of APiL and its clients.

12.2 KEY MANAGEMENT TEAM

MILES ASHTON,

Director, Business Development:

Miles has over 15 years experience in global capital markets working in the financial hubs of London, Hong Kong and Singapore gaining considerable experience in the marketing and sales of a range of financial products as well as working in vigorous regulatory environments. Miles is responsible for assessing property acquisitions which meet with the investment objectives of APiL and its clients and the marketing and sales of APiL property syndicates.

12. RESPONSIBLE ENTITY


51

SOL MAJTELES,

Non Executive Director:

Sol was a founding director of APiL in 2001 and is responsible for ensuring the legal aspects of property acquisitions and syndicate arrangements are properly completed. Sol has over 35 years experience in property law, focusing on all aspects of property acquisition, syndication, development, leasing and sale. He is currently a partner at Lavan Legal, one of Western Australia’s largest independently owned law firms.

JOE EVANGELISTA,

Non Executive Director:

A senior partner at BDO Accountants, Joe is a qualified Chartered Accountant and is responsible for the accounting and taxation issues relating to APiL’s property acquisitions.

Joe has 25 years experience as a chartered accountant and his experience in the property industry focuses on taxation planning, business administration compliance, investment analysis, and financial planning.

GEOFF FARR, Director - Finance & Compliance:

Geoff has over 35 years’ experience in corporate banking and financial services. Prior to joining APiL he held senior management positions in the international financial services group, HSBC, which included a lengthy period as State Manager where he was responsible for the bank’s operations in Western Australia. Geoff is a director and company secretary, responsible for APiL’s and the Trusts’ corporate governance.


13. APiL’S PROPERTY PORTFOLIO

Listed below is a selection of properties included in APiL’s property portfolio:

AHG PROPERTY SYNDICATE NO.1

• 5 automotive dealership properties in WA and NSW

• Purchase price: $47m

• Further development: $19m

• Total portfolio value $66m

• Acquired: 2012

• Tenant: AHG – Australia’s largest motoring group.

ST LEONARDS OFFICE TRUST

• Modern 7 level office building with adjoining gym, childcare centre and cafe

• Purchase price: $96.4m

• Acquired: 2014

• Major tenants: Coca Cola, Fitness First.

CARINE GLADES SHOPPING CENTRE, WA


• Acquired: 2014

• Major Tenants: IGA supermarket, Growers market and 21 speciality shops.

KINROSS SHOPPING CENTRE


• Acquired: 2013

• Major tenants: Supa IGA supermarket, Cellebrations liquor store and 14 specialty shops.


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FLOREAT FORUM SHOPPING CENTRE

• Purchase price: $100 million

• Acquired: 2009

• Major tenants: Woolworths, Coles, Best and Less and 76 specialty stores.

115 CAMBRIDGE ST, WEST LEEDERVILLE

• Purchase price: $27.1 million

• Acquired: 2008

• Office and retail complex

• Major tenants: Coles, Australand.

30 THE ESPLANADE, PERTH

• Purchase price: $50 million

• Acquired: 2011

• Major tenants: Toll Energy Logistics, Kinetic IT, Vermillion Oil & Gas.

50 KINGS PARK RD, WEST PERTH


• Acquired: 2011

• Major tenants: Allion Legal, Icon Engineering.


14. GLOSSARY

A-REIT Australian real estate investment trust.

ABN Australian Business Number.

ACN Australian Company Number.

AFSL Australian Financial Services Licence.

APiL Australasian Property Investments Ltd.

Applicant A person or entity who applies to subscribe for Units.

Application Amount The monies payable by the Applicant to apply for Units.

Application Form The application form attached to this PDS.

ARSN Australian Registered Scheme Number.

ASIC Australian Securities and Investments Commission.

ASX Australian Securities Exchange.

Business Day Any day that is not a Saturday, Sunday or a public holiday in Western Australia.

CGT Capital gains tax.

Compliance Plan The Trust’s compliance plan, which sets out the measures that the Responsible Entity will apply in operating the Trust to ensure compliance with matters as required by the Corporations Act and the Constitution.

Constitution The constitution of the Trust (as amended from time to time).

Corporations Act Corporations Act 2001 (Cth).

GAV Gross Asset Value, or total assets, of the Trust.

GLA Gross Lettable Area.

GST Goods and services tax.

Investor A holder of Units.

IRR Internal rate of return.

Issue Date The date of the PDS being 11 May 2015.

LVR Loan-to-value ratio.

Manager Hughes Advisory Pty Ltd, trading as API Hughes.

NAV Net Asset Value, or net assets, of the Trust.

NLA Net lettable area.

NTA Net Tangible Assets, or Net Assets minus intangible assets plus or minus any other adjustments, of the Trust.

NTA per Unit The NTA divided by the total number of Units on issue.

PDS This Product Disclosure Statement.

Property Champion Drive Shopping Centre - 82 Champion Drive, Seville Grove WA.

Responsible Entity Australasian Property Investments Ltd (AFSL 238795, ABN 51 097 936 760). Also referred to as ‘APiL’, ‘we’, ‘our’ or ’us’.

Sqm Square metres

Term Seven years calculated from the date of settlement of the acquisition of the Property.

TFN Australian tax file number.

Trust APiL Champion Drive Shopping Centre Trust. (ARSN 605 450 299)

Unit A unit in the Trust representing the Investor’s proportionate interest in the assets of the Trust.

Unit Certificate Investors in the Trust receive a numbered certificate in the name of the investing entity stating the number of Units they hold in the Trust.

WALE Weighted average lease expiry (weighted by contribution to area).


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To invest in the Trust you must complete the attached Application Form and any required identification documentation and submit to us with your payment. The minimum investment amount is $50,000 and in multiples of $5,000 thereafter unless APiL agrees to accept a lesser amount. Please contact APiL on 1300 788 877 to discuss.

TYPES OF APPLICATION FORMS

There are four different Application Forms:

1. Existing APiL Investor Application Form (Blue form)

2. Individual/Joint Application Form. (Green form)

3. Superannuation Funds and Trusts Application Form. (Grey form)

4. Australian Companies Application Form. (White form)

Investors should fill out the form relevant to the entity that they are investing through and provide the required identification documents.

PROVIDING YOUR TAX FILE NUMBER (TFN)

You can decide whether you wish to provide your TFN on the Application Form. If we do not receive your TFN or an appropriate TFN exemption, we must withhold tax at the highest marginal tax rate (plus Medicare levy) from distributions paid to you.

INVESTING ON BEHALF OF A SUPERANNUATION FUND

If an investment is made on behalf of a superannuation fund, we will consider the superannuation fund to be a complying fund under the Superannuation Industry (Supervision) Act.

LODGEMENT

You can send the completed Application Form together with a cheque (or you can pay via funds transfer) to:

APiL Address: PO Box 472 Subiaco, WA 6904Email: [email protected] Fax: 08 9380 3233

15.1 GUIDE TO THE APPLICATION FORMSPlease read the PDS before completing the Application Forms that accompany this PDS. If you need help completing your Application Form, please call APiL on 1300 788 877 or (08) 9380 3222 between 8:30am and 5:00pm weekdays AWST.

Step 1: Complete your Application Form

Complete the Application Form that applies to you as an Investor:

• Form 1 – Existing APiL Investor Application Form (Blue form)• Form 2 – For Individual or Joint Applications (Green form)• Form 3 – For Superannuation Funds/Trusts (Grey form)• Form 4 – For Australian Companies (White form)

Step 2: Attach all relevant documentation

Under Australian AML/CTF legislation, certain due diligence must be conducted on any prospective Investor before Units in the Trust may be issued to that Investor. The due diligence includes obtaining and verifying a prospective Investor’s identity. Applications made without providing this information cannot be processed until all the necessary information has been provided.

Step 3: Send your Application Form and application money.

15.2 COMPLETING THE APPLICATION FORM

SUBMITTING YOUR APPLICATION THROUGH A FINANCIAL ADVISOR

If you are applying through a financial advisor, your identification and verification checks can be conducted by your financial advisor who will also complete the relevant identification form issued by Investment and Financial Services Association Limited and the Financial Planning Association of Australia (IFSA/FPA Form).

If you are submitting your application directly (without the assistance of a financial advisor), please refer below to the information that should be provided with your application.

15. HOW TO INVEST


57

SUBMITTING YOUR APPLICATION DIRECTLY

If you are an existing investor with APiL then please use Application Form 1 – Existing APiL Investor Application Form.

If you are a new investor with APiL and you are submitting your Application Form directly, without having consulted with a financial advisor, you must submit certified copies of your identification documents with the Application Form. The required identification documents are set out in the ‘Verification Details’ section of the Application Form. If you do not complete the relevant verification sections of the Application Form we will not be able to process your application.

WHAT IS A CERTIFIED COPY?

Certified copies are true copies of original documents with an original certification from the certifier. A certified copy is a document that has been certified as a true copy of the original document by one of the following persons:

• Officer with or authorised representative by an Australian Financial Services licence holder with two or more years of continuous service with one or more licensees;

• Chartered Accountant, CPA or member of the Institute of Public Accountants with two or more years of continuous membership;

• Officer of a financial institution or finance company two or more years of continuous service with one or more institutions or companies;

• Permanent employee of the Australian Postal Corporation with two or more years of continuous service, or someone who operates as an agent of the Australian Postal Corporation;

• Pharmacist;

• Police Officer;

• Lawyer, magistrate, registrar of the Court, Justice of the Peace;

• Notary Public.

WHAT MUST THE CERTIFIER DO?

The certifier must confirm the copy is certified as a true copy of the original documentation and clearly state their name and category. An example of appropriate certification is:

“I certify this to be true copy of the document shown and reported to me as the original”

CORRECT FORMS OF REGISTRABLE NAME

Only legal entities are allowed to hold interests in the Trust. Please follow the guide below to ensure your Application Form is filled in correctly. The application must be in the name(s) of natural person(s), companies or other legal entities. For trusts, the name of the trustee and the beneficiary should be included as shown below.

TYPE OF INVESTORCORRECT FORM OF REGISTRABLE NAME

INCORRECT FORM OF REGISTRABLE NAME

Individual Use given names, not initials. John Alfred Smith JA Smith

Company Use Company title, not abbreviations. XYZ Pty Ltd

XYZ P/L XYZ Co

Trusts with Individual as Trustee Use trustee(s) personal name(s) and trust name.

Sue Smith ATF Sue Smith Family Trust

Sue Smith Family Trust

Trusts with Company as Trustee Use trustee(s) Company title and trust name.

XYZ Pty Ltd ATF Sue Smith Family Trust

Sue Smith Family Trust

Superannuation Funds Use name of trustee of fund and fund name. Do not use the name of the fund only.

Jane Smith Pty Ltd ATF Superannuation Trust A/C

Jane Smith Pty Ltd Superannuation Fund


THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK


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16. APPLICATION FORMS 16.1 APPLICATION FORM 1 Existing APiL Investors



APPLICATION FORM 1EXISTING APiL INVESTORS


This is an Application Form for Units in the APiL Champion Drive Shopping Centre Trust ARSN 605 450 299 issued by Australasian Property Investments Limited (APiL) ACN 097 936 760, AFSL 238 795.

This form is to be used by existing APiL investors applying for Units in the APiL Champion Drive Shopping Centre Trust.

This Application form accompanies the Product Disclosure Statement (PDS) dated 11 May 2015. The PDS contains important information about an investment in the Trust. It is important that you read the PDS in full and the declarations and acknowledgements contained in this Application Form before applying for Units.

APPLICATION PROCESS - 3 SIMPLE STEPS

STEP 1 : CAN I USE THIS FORM?This Application form is for Existing APiL Investors to make an investment in the APiL Champion Drive Shopping Centre Trust in the same capacity as their existing investment(s) held with APiL. For example, existing investor John Smith can only use this form if investing as Mr John Smith (same as his previous application), not through his Smith Superannuation Fund.

Are you applying for Units in the same capacity as your other APiL investments?

Yes Proceed with application

No Please complete a full Application Form for the APiL Champion Drive Shopping Centre Trust

STEP 2 : COMPLETE FORMFill in all relevant sections of this form in BLOCK LETTERS.

Do not use whiteout on this form. If you need to correct a mistake cross out the section to be corrected accompanied with your full signature.

STEP 3 : SEND YOUR APPLICATIONSelect your method of delivery.

Option 1: Post your application to:

PO BOX 472, Subiaco WA 6940

Option 2: Scan and email your application to:

[email protected]

Please contact us if you have any questions about the application process.Phone investor Relations on 1300 788 877 or (08) 9380 3222 or email [email protected].

PART 1 : INVESTOR DETAILS

Individual Applicant(s):

APPLICANT 1Title Given Names Surname

APPLICANT 2Title Given Names Surname

Superannuation Fund, Trust or Company applicant(s):Full name of the Superannuation, Fund Trust or Company:


61


Contact DetailsHave your contact details changed since your last investment?

Yes Phone Investor Relations on 1300 788 877 or (08) 9380 3222 or email [email protected].

No Proceed to Part 2

PART 2 : INVESTMENT DETAILS

Investment amount: $ (Minimum investment amount is $50,000 and in multiples of $5,000 thereafter)

How will this payment be made?

Cheque Make cheque payable to: APiL Champion Drive Shopping Centre Trust Please note: Your cheque must be in Australian currency drawn on an Australian bank and marked “Not Negotiable”. Sufficient cleared funds should be held in your account, as cheques returned unpaid may result in your application being rejected.

Direct Deposit BSB: 066 - 000 Account number: 1212 5141

Account Name: APiL Champion Drive Shopping Centre Trust

Reference: For identification purposes, please use the name you are investing under.

PART 3 : DECLARATIONS AND ACKNOWLEDGEMENTS

An investment in the Trust is offered by APiL ACN 097 936 760 Australian Financial Services Licence Number 238795. Before signing this Application Form it is important that you have read and understood the PDS dated 11 May 2015.

By signing this Application Form in Part 4, I/we:

Declare that all details in this Application Form and any other information provided in support of the application are complete and accurate.

Have read and understood the PDS to which this application applies and agree to the offer contained in it and to be bound by the provisions of the Trust’s Constitution (as amended) governing the Trust and the privacy policy.

Declare that if I/we have received the PDS from the internet or other electronic means, I/we have received it personally, or a printout of it, accompanied by or attached to the Application Form before making an application for Units in the Trust.

Acknowledge that in the case of joint applications, the joint Investors agree that unless otherwise expressly indicated on this Application Form, the Units will be held as joint tenants.

Acknowledge that if this Application Form is signed under Power of Attorney, the Attorney declares that the power is valid and that he/she has not received notice of revocation of that power (a certified copy of the Power of Attorney must be submitted with this application).

Agree that APiL may, at its discretion, elect to treat this application as an application for APiL, as Responsible Entity of the Trust, to issue Units to me/us.

Acknowledge that if this application is made through a financial adviser, then the adviser may be entitled to receive payment by way of service fees.

Acknowledge that investments in the Trust are subject to investment and other risks, including possible delays in repayment and the loss of income and principle invested.

Acknowledge that APiL does not guarantee the repayment of capital or the performance of the Trust or any particular rate of return from the Trust.

Agree to the collection, use and disclosure of my/our personal information as set out in section 11.7 of the PDS and in APiL’s Privacy Policy (a copy of which can be obtained from the APiL website) when I/we make an investment in the Trust.

Acknowledge that all information relating to this application or any subsequent information I/we give you relating to my/our investment may be disclosed to any service provider to the Trust and to my/our adviser.

Understand that this authority will continue unless rescinded in writing by me/us.




PART 4 : APPLICATION SIGNATURES

I/We hold all necessary approvals I/we require to sign this Application Form to make the investment and hold Units in the Trust.

Applicant 1

Given Name(s) Surname

Signature Date: / /

If this is a joint application, the second applicant must also sign below.

Applicant 2


Signature Date: / /

Trustee / Director 1


Signature Date: / /



Signature Date: / /

E N D O F A P P L I C A T I O N


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16. APPLICATION FORMS 16.2 APPLICATION FORM 2 Individual or joint applicants



APPLICATION FORM 2INDIVIDUAL OR JOINT APPLICANTS



This form is to be used by individual or joint applicants for Units in the APiL Champion Drive Shopping Centre Trust.



STEP 1 : COMPLETE AND SIGN FORMFill in all relevant sections of this form in BLOCK LETTERS.


STEP 2 : ATTACH DOCUMENTSAttach any required documentation. Please note they must be certified copies.

(There is a list of those persons able to certify your documents in Section 15.2 of the PDS).

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 requires us to identify you and verify your identity when you acquire Units in the Trust. As a result, you will need to provide certified copies of relevant identification document(s) for us to verify your identity. The documentation required is specified in Part 8 of the Application Form.

STEP 3 : SEND YOUR APPLICATION

Select your method of delivery.




[email protected]

Please contact us if you have any questions about the application process.Phone Investor Relations on 1300 788 877 or (08) 9380 3222 or email [email protected].

PART 1 : INVESTOR DETAILS

How did you hear about the APiL Champion Drive Shopping Centre Trust:

APPLICANT 1Title Given Name(s) Surname

Tax File Number (TFN) OR specify your exemption category

Date of Birth: / /

Residential address (The address provided below must be the residence of the investor and NOT a PO Box address)

Street

Suburb State Postcode

Country


65


Mailing addressPlease tick if your mailing address is the same as your residential address: OR Complete this section.

Street/PO Box


Country

Contact phone number(s) and email (Please supply at least one contact phone number and an email address)

Home Business

Mobile Fax

Email

APPLICANT 2

ONLY COMPLETE THIS SECTION IF THIS IS A JOINT APPLICATION. OTHERWISE PROCEED TO PART 2.

Title Given Name(s) Surname

Tax File Number (TFN) OR specify your exemption category

Date of Birth: / /

If your residential address/mailing address and contact details are the same as Applicant 1

please tick here: Proceed to Part 2

Residential address (The address provided below must be the residence of the investor and NOT a PO Box address)

Street


Country Mailing addressPlease tick if your mailing address is the same as your residential address: OR complete this section.

Street/PO Box


Country


Home Business

Mobile Fax

Email










Reference: For identification purposes, please use your surname.

PART 3 : BANK ACCOUNT DETAILS

Bank account details

Financial institution name

Account Name BSB Account number

PART 4 : COMMUNICATION DETAILS

As an Investor, you will receive regular communications from us regarding the progress and performance of the Trust.

These will include:

monthly distribution remittance statements;

annual distribution statements;

annual property reports; and

annual financial statements;

other information that may be shared with you via post or electronically.

We will send electronic copies of these to your mailing address unless you request paper correspondence. To reduce the cost to the Trust, and the impact to the environment, we encourage you to receive all correspondence electronically. All electronic notices will be sent to the email address you nominate in Part 1.

Receive by email OR Receive by post

PART 5 : ADVISER DETAILS AND CERTIFICATIONS

ONLY COMPLETE PART 5 IF YOU HAVE A FINANCIAL ADVISER. OTHERWISE PROCEED TO PART 6.

5A Adviser details (Adviser to complete)

Licensee name

Business name

Adviser’s full name

ABN AFSL or AR number


67


Street/PO Box


Country Business phone Email

Is there a specific fee payable on this investment?

Yes Please provide your bank account details below and ensure that your client completes Part 5B

No

Financial adviser bank account details



Adviser AML/CTF Certification

Where an investment is made via a financial adviser, APiL will, in accordance with AML/CTF legislation, rely upon the financial adviser to verify the identity of the Investor(s). In verifying the identity of the Investor(s):

I confirm that I have complied with the requirements of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated rules (AML/CTF legislation). I understand that I am legally required to have verified the identity of the Investor prior to providing the designated service (that is, arranging for the Investor to invest in the Trust)

I understand that as permitted by the AML/CTF legislation, APiL will rely on the Investor identification that I conduct. Unless requested, APiL does not require certified copies or originals of the documents verifying the Investor’s identity. I acknowledge that APiL (as permitted under the AML/CTF legislation) will rely on me to verify the Investor’s identification.

APiL may (as required) seek additional information from me or the Investor to verify the Investor’s identity. I acknowledge that APiL may not accept an application until it is satisfied that the identity of the Investor is verified.

I confirm that in accordance with the requirements of the AML/CTF legislation, I will retain all documentation used by me to verify the identity of the Investor.

Yes I confirm that I have verified the identity of the Investor(s).

Must be signed by the financial adviser.

Adviser stamp (if available)


Signature Date: / /




PART 5 : ADVISER DETAILS AND CERTIFICATIONS (CONT.)

5B Payment instruction (Investor to complete)

Please note the fee nominated will be collected from your application monies and paid by APiL as agent of the financial adviser.

I/We hereby direct APiL to pay the amount of $___________________ out of my APiL Champion Drive Shopping Centre Trust

application monies to my financial adviser. Payment is to be made to my financial adviser’s bank account outlined in Part 5A.

Applicant 1

Signature Date: / /


Applicant 2

Signature Date: / /



By signing this Application Form in Part 7, I/we: Declare that all details in this Application Form and any other information provided in support of the application are

complete and accurate.













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Applicant 1


Signature Date: / /


Applicant 2


Signature Date: / /

PART 8 : ID REQUIREMENTS CHECKLIST

Please note that it is a legal requirement that APiL verifies your identity in order to provide financial services to you.

Provide Certified Documents

Please indicate the certified documents you are providing by ticking the relevant boxes as you attach the document to your application.

Documents must be certified copies, not original documents. To ensure your documents are correctly certified, please refer to Section 15.2 of the PDS.

For each individual named in Part 1 of this Application Form, you need to provide only one document from the following list: (Please ensure that this certified document contains both your full name and photograph).

Certified document Applicant 1 Applicant 2

Australian driver’s licence OR Australian passport (current or expired less than 2 years ago) OR Foreign passport (current or expired less than 2 years ago)

IF YOU HAVE PROVIDED ONE CERTIFIED DOCUMENT ABOVE YOUR APPLICATION IS NOW COMPLETE.

IF YOU CANNOT SUPPLY ANY OF THE DOCUMENTS LISTED ABOVE YOU MUST PROVIDE ONE CERTIFIED DOCUMENT FROM EACH CATEGORY ON THE NEXT PAGE:




PART 8 : ID REQUIREMENTS CHECKLIST (CONT.)

Supply one of the documents specified below:

Category A Applicant 1 Applicant 2

Australian Birth Certificate OR Australian Citizenship Certificate OR Pension Card issued by Department of Human Services AND

Supply one of the documents specified below:

Category B Applicant 1 Applicant 2

Notice from the Australian Taxation Office that shows your name and

residential address (issued within the preceding 12 months) OR

Notice from Commonwealth or State or Territory Government outlining

financial benefits that shows your name and residential address

(issued within the preceding 12 months) OR

Document from local government body or utilities provider that shows

your name and residential address (issued within the preceding 3 months)

IF YOU HAVE PROVIDED ONE CERTIFIED DOCUMENT FROM EACH CATEGORY ABOVE YOUR APPLICATION IS NOW COMPLETE.



71

16. APPLICATION FORMS 16.3 APPLICATION FORM 3 For Superannuation Funds/Trusts


APPLICATION FORM 3FOR SUPERANNUATION FUNDS/TRUSTS



This form is to be used by Superannuation Funds or Trusts for Units in the APiL Champion Drive Shopping Centre Trust.





STEP 2 : ATTACH DOCUMENTSAttach any required documentation. please note they must be certified copies.








[email protected]


PART 1 : ENTITY DETAILS

Superannuation Fund Proceed to Part 1A

Trust Proceed to Part 1B

1A : SUPERANNUATION FUNDHow did you hear about the APiL Champion Drive Shopping Centre Trust:

Superannuation Fund details

Full name

Australian Business Number (ABN) Tax File Number (TFN)

Indicate the type of trustee for your Superannuation Fund

Individual Trustee(s) Proceed to Part 1C

Corporate Trustee Proceed to Part 1D


73


1B : TRUSTHow did you hear about the APiL Champion Drive Shopping Centre Trust:

Trust details

Full name

Australian Business Number (ABN) Tax File Number (TFN) (if required)

Provide details in respect to the trust including, the full name of each beneficiary. (Please note: If beneficiaries are identified by reference to a class please provide the details of the class).

BENEFICIAL OWNER 1


Details of class (if any)

BENEFICIAL OWNER 2


Details of class (if any)

Indicate the type of trustee for your Superannuation Fund

Individual Trustee(s) Proceed to Part 1C

Corporate Trustee Proceed to Part 1D

1C : INDIVIDUAL TRUSTEE(S)Provide details in respect to the individual Trustee(s).

TRUSTEE 1


Date of Birth: / /

Residential address (The address provided below must be the residence of the Trustee and NOT a PO Box address)

Street



Street/PO Box


Country


Home Business

Mobile Fax

Email

IF THE TRUST ONLY HAS ONE TRUSTEE, PROCEED TO PART 2.




1C: INDIVIDUAL TRUSTEE(S) (CONT.)

TRUSTEE 2


Date of Birth: / /

If your residential address/mailing address and contact are the same as Trustee 1 please tick here:

Proceed to Part 2

Residential address (The address provided below must be the residence of the Trustee and NOT a PO Box address)

Street



Street/PO Box


Country


Home Business

Mobile Fax

Email


75


1D : CORPORATE TRUSTEE

Company Details

Full name (as registered with ASIC for Australian Trustees) Australian Company Number (ACN)

Australian Business Number (ABN)

Residential office address (The address supplied below must not be a PO Box)

Street


Country

Principal place of business (The address supplied below must not be a PO Box)

Please tick if the principal place of business is the same as the registered office address: OR complete this section.

Street


Country

Mailing Address

Please tick if your mailing address is the same as your registered office address:

OR Please tick if your mailing address is the same as the principal place of business address:

OR complete this section.

Street/PO Box


Country Contact phone number(s) and email (Please supply at least one contact phone number and an email address)

Home Business

Mobile Fax

Email

Please note Directors’ names are only required for proprietary companies.DIRECTOR 1


Phone Mobile Fax Email

DIRECTOR 2






1D : CORPORATE TRUSTEE (CONT.)Provide details of all individuals who are beneficial owners of the proprietary company through one or more shareholdings of more than 25% of the company’s issued capital.

BENEFICIAL OWNER 1


Residential address

Street


Country BENEFICIAL OWNER 2


Residential address

Street


Country



How will this payment be made? Cheque Make cheque payable to: APiL Champion Drive Shopping Centre Trust

Please note: Your cheque must be in Australian currency drawn on an Australian bank and marked “Not Negotiable”. Sufficient cleared funds should be held in your account, as cheques returned unpaid may result in your application being rejected.

Direct Deposit BSB: 066 - 000 Account number: 1212 5141 Account Name: APiL Champion Drive Shopping Centre Trust Reference: For identification purposes, please use your Superannuation Fund/Trust name.

PART 3 : BANK ACCOUNT DETAILSBank account detailsFinancial institution name




These will include:

monthly distribution remittance statements; annual distribution statements; annual property reports; and






77



ONLY COMPLETE PART 5 IF YOU HAVE A FINANCIAL ADVISER. OTHERWISE PROCEED TO PART 6


Licensee name

Business name



Street/PO Box


Country

Home Business



No

Financial Adviser bank account details



Adviser AML/CTF CertificationWhere an investment is made via a financial adviser, APiL will, in accordance with AML/CTF legislation, rely upon the financial adviser to verify the identity of the Investor(s). In verifying the identity of the Investor(s):

I confirm that I have complied with the requirements of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated rules (AML/CTF legislation). I understand that I am legally required to have verified the identity of the Investor prior to providing the designated service (that is arranging for the investor to invest in the Trust)

I understand that as permitted by the AML/CTF legislation APiL will rely on the Investor identification that I conduct. Unless requested, APiL does not require certified copies or originals of the documents verifying the Investor’s identity. I acknowledge that APiL (as permitted under the AML/CTF legislation) will rely on me to verify the Investor’s identification.








Must be signed by the financial adviserAdviser stamp (if available)


Signature Date: / / 5B Payment instruction (Investor to complete)

Please note the fee nominated will be collected from your application monies and paid by APiL as agent of the financial adviser.

I/We, hereby direct APiL to pay the amount of $__________________ out of my APiL Champion Drive Shopping Centre Trust

application monies to my financial adviser. Payment is to be made to my financial adviser’s bank account outlined in Part 5A.


Signature Date: / / Trustee / Director 2

Signature Date: / /



By signing this Application Form in Part 7, I/we:

Declare that all details in this Application Form and any other information provided in support of the application are complete and accurate.







79












Signature Date: / /



Signature Date: / /


Please complete the relevant sections below to finalise your application.Any required documents must be certified copies, not original documents. To ensure your documents are correctly certified, please refer to Section 15.2 of the PDS.

SUPERANNUATION FUNDSIndicate which document you will supply: Option 1:

ABN provided in Part 1A OR Option 2:

Trust Deed or extract showing the name of the

Trust attached to this application.

TRUSTSIndicate which document you will supply:Option 1:

Trust Deed or extract showing the name of the Trust OR

Option 2:

A letter from a solicitor or qualified accountant that

confirms the name of the Trust OR

Option 3:

A notice issued by the Australian Taxation Office within

the last 12 months (e.g. Notice of Assessment).

IF YOU HAVE INDICATED THE DOCUMENTS YOU WILL PROVIDE FOR EACH TRUSTEE ABOVE:INDIVIDUAL TRUSTEES PROCEED TO PART 8ACORPORATE TRUSTEES PROCEED TO PART 8B




8A INDIVIDUAL TRUSTEE(S)Please note that it is a legal requirement that APiL verifies your identity in order to provide financial services to you.

Provide Certified Documents Please indicate the certified documents you are providing by ticking the relevant boxes as you attach the document to your application.

Documents must be certified copies, not original documents. To ensure your documents are correctly certified, please refer to Section 15.2 of the PDS.

For each Trustee named in Part 1 of this Application Form, you need to provide only one document from the following list: (Please ensure that this certified document contains both your full name and photograph).

Certified document Trustee 1 Trustee 2

Australian driver’s licence OR Australian passport (current or expired less than 2 years ago) OR Foreign passport (current or expired less than 2 years ago)

IF YOU HAVE PROVIDED ONE CERTIFIED DOCUMENT FOR EACH TRUSTEE ABOVE YOUR APPLICATION IS NOW COMPLETE.

IF YOU CANNOT SUPPLY ANY OF THE DOCUMENTS LISTED ABOVE YOU MUST PROVIDE ONE CERTIFIED DOCUMENT FROM EACH CATEGORY BELOW:Supply one of the documents specified below:Category A Trustee 1 Trustee 2

Australian Birth Certificate OR Australian Citizenship Certificate OR Pension Card issued by Department of Human Services AND

Supply one of the documents specified below:Category B Trustee 1 Trustee 2

Notice from the Australian Taxation Office that shows your name and

residential address (issued within the preceding 12 months) OR

Notice from Commonwealth or State or Territory Government outlining

financial benefits that shows your name and residential address

(issued within the preceding 12 months) OR

Document from local government body or utilities provider that shows

your name and residential address (issued within the preceding 3 months)

IF YOU HAVE PROVIDED ONE CERTIFIED DOCUMENT ABOVE YOUR APPLICATION IS NOW COMPLETE.

8B CORPORATE TRUSTEE(S)Please indicate by ticking below which requirement you will satisfy:

ACN and/or ABN provided in Part 1D OR

Certificate of registration issued by ASIC supplied.

IF YOU HAVE COMPLETED PART 8 YOUR APPLICATION IS NOW COMPLETE.



81

16. APPLICATION FORMS 16.4 APPLICATION FORM 4 Companies


APPLICATION FORM 4FOR COMPANIES


This is an Application Form for Units in the APiL Champion Drive Shopping Centre Trust ARSN 605 450 299 issued by Australasian Property Investments Limited (APiL) ACN 097 936 760, AFSL 238 795

This form is to be used by Companies applying for Units in the APiL Champion Drive Shopping Centre Trust.





STEP 2 : ATTACH DOCUMENTSAttach any required documentation. please note they must be certified copies.








[email protected]


PART 1 : COMPANY DETAILS

How did you hear about the APiL Champion Drive Shopping Centre Trust:

Company Details

Full name (as registered with ASIC for Australian Companies)

Australian Company Number (ACN) Tax File Number (TFN)

Australian Business Number (ABN)

Registered office address (The address supplied below must not be a PO Box)

Street


Country


83


Principal place of business (The address supplied below must not be a PO Box)

Please tick if the principal place of business is the same as the registered office address: OR complete this section.

Street


Country

Mailing addressPlease tick if your mailing address is the same as your registered office address:

OR Please tick if your mailing address is the same as the principal place of business address:

OR complete this section.

Street/PO Box


Country Contact phone number(s) and email (Please supply at least one contact phone number and an email address)

Home Business

Mobile Fax

Email

Please note Directors’ names are only required for proprietary companies.DIRECTOR 1



DIRECTOR 2






PART 1 : COMPANY DETAILS (CONT.)

Provide details of all individuals who are beneficial owners of the proprietary company through one or more shareholdings of more than 25% of the company’s issued capital.

BENEFICIAL OWNER 1


Residential address

Street


Country BENEFICIAL OWNER 2


Residential address

Street


Country







Reference: For identification purposes, please use your Company name.

PART 3 : BANK ACCOUNT DETAILS

Bank account details




85




These will include:

monthly distribution remittance statements;

annual distribution statements;

annual property reports; and






ONLY COMPLETE PART 5 IF YOU HAVE A FINANCIAL ADVISER. OTHERWISE PROCEED TO PART 6


Licensee name

Business name



Street/PO Box


Country

Business phone Email



No

Financial Adviser bank account details







Adviser AML/CTF Certification

Where an investment is made via a financial adviser, APiL will, in accordance with AML/CTF legislation, rely upon the financial adviser to verify the identity of the Investor(s). In verifying the identity of the Investor(s):

I confirm that I have compiled with the requirements of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated rules (AML/CTF legislation). I understand that I am legally required to have verified the identity of the Investor prior to providing the designated service (that is arranging for the Investor to invest in the Trust)

I understand that as permitted by the AML/CTF legislation APiL will rely on the Investor identification that I conduct. Unless requested, APiL does not require certified copies or originals of the documents verifying the Investor’s identity. I acknowledge that APiL (as permitted under the AML/CTF legislation) will rely on me to verify the Investor’s identification.




Must be signed by the financial adviser

Adviser stamp (if available)


Signature Date: / /

5B PAYMENT INSTRUCTION (INVESTOR TO COMPLETE)Please note the fee nominated will be collected from your application monies and paid by APiL as agent of the financial adviser.

I/We, hereby direct APiL to pay the amount of $_______________ out of my APiL Champion Drive Shopping Centre Trust application monies to my financial adviser. Payment is to be made to my financial adviser’s bank account outlined in Part 5A.

Director 1

Signature Date: / / Director 2

Signature Date: / /


87




By signing this Application Form in Part 7, I/we: Declare that all details in this Application Form and any other information provided in support of the application are

complete and accurate.













I/We hold all necessary approvals I/we require to sign this Application Form to make to make the investment and hold Units in the Trust

Director 1


Signature Date: / /


Director 2


Signature Date: / /





Please complete the relevant sections below to finalise your application.Any required documents must be certified copies, not original documents. To ensure your documents are correctly certified, please refer to Section 15.2 of the PDS.

Please indicate by ticking below which requirement you will satisfy:

ACN and/or ABN provided in Part 1 OR

Certificate of registration issued by ASIC supplied.

IF YOU HAVE COMPLETED PART 8 YOUR APPLICATION IS COMPLETE.




THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANKTHIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

apilgroup.com

Australasian Property Investments Limited Level 2, 50 Subiaco Square, Subiaco, WA, Australia 6008

PO Box 472, Subiaco, WA, Australia 6904

P: 1300 788 877 P: +61 8 9380 3222 F: +61 8 9380 3233 [email protected]

ACN: 097 936 760 AFSL: 238 795