GrainCorp Silo/Kerang Silo... · Web viewMurphy Silo, 2 x 1,500 tonne bins, elevator and garner bin. Oat Shed – steel framed, concrete floor, 2,000 tonne, 15 x 33 metres. The vendor

Heads of AgreementKerang – Silo Site

Version - Issue

VicGrain (Assets) Pty Limited would be willing to sell the property (subject to contract) on the following commercial terms.

The purchaser is requested to write the purchaser details, price and solicitor in the Particulars/ Comments column for the items denoted with yellow highlighting in the Details column. The purchaser may also add any other comments to the Particulars/ Comments column to clarify or modify the offer terms. The purchaser must not edit any text in the Item, Subject or Details column.

Lodge the completed HOA by email to [email protected]. Contact Glenn Eather on 0409 514 456 if you require assistance.

document.docx

mailto:[email protected]

ITEM SUBJECT DETAILS PARTICULARS AND COMMENTS

1. PROPERTY The land in certificate of title Volume 10227 Fol. 365 being Crown allotment 13F Section B Parish of Kerang, and the land in certificate of title Volume 08195 Fol. 832 being Lot 1 TP 329413c (formerly known as Crown allotment 13B Section B Parish of Kerang)

Otherwise known as 53 Kerang-Koondorook Road Kerang Vic 3579

2. VENDOR VicGrain (Assets) Pty LimitedACN 068 777 524

Level 28, 175 Liverpool StSYDNEY

3. VENDOR’S SOLICITOR Mills Oakley Lawyers

Contact: James PricePhone: (03) 9605 0824Fax: (03) 9605 0933Email: [email protected]

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4. VENDOR’S AGENT/ STAKEHOLDER

No Agent. Vendor’s solicitor will be stakeholder.

5. PURCHASER The purchaser to provide full details in Particulars/ Comments column.

Name:

ACN/ ABN:

Address:

Contact:

Fax:

Tel:

Email:

6. GUARANTORS If the purchaser is an unlisted company, the directors are required to guarantee performance under the contract.

Please provide names and addresses of guarantors

Name:

Address:

Contact:

Fax:

Tel:

Email:



7. PURCHASER’S SOLICITOR The purchaser to provide full details in Particulars/ Comments column. Please include contact name and email address

Firm:

Contact:

Phone:

Fax:

Email:

8. PRICE The purchaser to provide price offered (excluding GST) in Particulars/ Comments column.

$ + GST

9. GST The sale is subject to GST

10. LAND TAX & RATES Land Tax is payable by the vendor and will be adjusted under the contract.

Rates will be adjusted under the contract.

11. DEPOSIT 10% payable on exchange.



12. COMPLETION DATE The later of:

45 days after exchange subject to:

extension by mutual agreement;

the end of the blackout period (explained below)

5 business days after the vendor notifies the purchaser that it holds a caveator consent to the Transfer from VicRail (see item 13 below).

Blackout period: If the date for completion would occur during the period 12 December in any year to 14 January the following year, then the completion date is 15 January in the relevant year.



13. CAVEAT There are two caveats on title by Victorian Rail Track. The caveats protect an agreement between Public Transport Corporation (as predecessor in title to Vic Rail) and Grain Elevators Board (as predecessor in title to the vendor) dated 4 October 1994 (Easements Agreement).

The caveator must consent to the transfer of the property if the purchaser enters into a deed with the caveator to the same effect as the Easements Agreement relating to the property.

The contract will require the purchaser to enter into an Easement Agreement with Vic Rail on the terms reasonably required by Vic Rail.

If caveator consent is not received within 90 days after exchange (not due to any delay or breach by the purchaser) either party may rescind the contract by notice to the other.

There are copies of the:

Caveats; and

Easement Agreement,

on the web page from which you downloaded these Heads of Terms.

14. INCLUSIONS All the improvements on the land and everything fixed to them or the land.

The contract will not specify the price/ value allocated to any P&E



15. EXCLUSIONS The following items are excluded from the sale and will be removed prior to settlement;

Graincorp signage and padlocks (if any).

2 x aeration fans from oat shed.

Anything that belongs to the licensee (see item 188)



16. IMPROVEMENTS Ascom Silo, 2 x 2,000 tonne bins, elevator, and garner bin.

Murphy Silo, 2 x 1,500 tonne bins, elevator and garner bin.

Oat Shed – steel framed, concrete floor, 2,000 tonne, 15 x 33 metres.

The vendor discloses that some or all of the improvements on the property may not have council consent. The purchaser must not require a building certificate in relation to any improvements.

There is an Annex Bin (see survey extract and photo below) to the south of the Property, it is not located on the Property and is not included in the sale:



17. VACANT POSSESSION Except as noted below, the property is sold with vacant possession.

18. LEASES AND LICENCES Licence to Lipp Group over the Oat Shed

Licence expires 15 February 2020 with an option to renew for three years. The current rent is $4,243.60 pa payable annually and is paid up to 15/2/20

There is a copy of the licence on the web page from which you downloaded these Heads of Terms.

19. SERVICES CONNECTIONS The following services are connected to property:

Water

Power may be reconnected by licensee

Note the rates are also levied on title Crown Allotment 13G Section B Parish of Kerang

20. SURVEY/ENCROUCHMENTS A survey will be attached to the contract. The purchaser must not make any claim, objection or delay completion because of anything disclosed it the survey.

The vendor discloses encroachments by structures onto the property from adjoining land as identified on the survey see shed guttering to the northern end of the land and silo and concrete silo pad to the southern end of the land.

There is a copy of the surveys’ on the web page from which you downloaded these Heads of Terms. Encroachments are noted in the survey documents



21. CONTAMINATION & ASBESTOS The vendor discloses that:

some of the improvements and other structures in, on or under the property may contain asbestos; and

there may be some contamination of the property including hydrocarbons from motor vehicle use and pesticides used in relation to storage of grain.

The purchaser must make its own investigations about the extent and risk of asbestos and other contamination of the property before entering into the contract.

The purchaser must not make any claim or objection under the contract in relation to the presence of asbestos or contamination of the property.

The purchaser must indemnify the vendor against any claim by a third party in connection with the presence of asbestos or contamination of the property, where the claim arises in relation to events occurring after completion.



22. CONDITION OF IMPROVEMENTS The property, all the improvements on it and the inclusions are sold on an ‘as is where is’ basis. The purchaser relies on its own inspection of their condition.

The vendor makes no representation, and offers no warranty about, the condition of the property.

23. DAMAGE OR DESTRUCTION Risk passes on exchange.

The purchaser may make no Objection if the improvements on the property (including the Inclusions) are damaged or destroyed prior to completion, whether or not the purchaser has taken out insurance in relation to the property.

24. FIRB The purchaser to advise if it is a foreign entity.

25. NON RESIDENT WITHHOLDING TAX

If the value of the property is below the $750,000 threshold in section 14-215 (TAA), the purchaser must not withhold any payment on completion.

If the value of the property exceeds the $750,000 threshold, the purchaser must not withhold any payment on completion if the vendor provides the purchaser with a clearance certificate on or before the completion date.



26. CONFIDENTIALITY This Heads of Agreement and all communications regarding the commercial terms of this matter are to remain confidential between the parties and their advisors.

Before completion, neither party may make any public or media announcement or may make any statement if contacted by the media.

After completion, the vendor will not make any public or media announcement without the purchaser’s agreement. The vendor will not make any statement if contacted by the press.

27. BOARD APPROVAL These Heads of Agreement are subject to the vendor’s board approval.

28. LEGAL INTENTION The parties do not intend to be legally bound to respectively sell or purchase the property until they have exchanged a formal contract for sale of land.

The parties do intend to be otherwise legally bound by their agreements in these Head of Agreement.



29. LEGAL COSTS Each party will pay its own legal costs in relation to these Head of Agreement and the transaction contemplated by it.

The purchaser will pay the vendor’s reasonable legal costs of preparing the Contract if the purchaser withdraws from the transaction prior to exchange.


Documents

GrainCorp Silo/Kerang Silo... · Web viewMurphy Silo, 2 x 1,500 tonne bins, elevator and garner bin. Oat Shed – steel framed, concrete floor, 2,000 tonne, 15 x 33 metres. The vendor