Aspen Parks Property Fund - Entitlement Offer
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Aspen Parks Property Fund
Entitlement Offer
Prospectus & Product Disclosure Statement for a non-
renounceable Entitlement Offer of 1 New Security for every
2 existing Securities at an Issue Price of $0.49 per
New Security to raise a minimum of $39.9 million
THIS IS AN IMPORTANT DOCUMENT WHICH REQUIRES YOUR IMMEDIATE ATTENTION.
IT IS ACCOMPANIED BY AN APPLICATION FORM THAT YOU MUST COMPLETE IF YOU
WANT TO PARTICPATE IN THE OFFER AND SUBSCRIBE FOR NEW STAPLED SECURITIES
IN ASPEN PARKS PROPERTY FUND.
THE OFFER OPENS AT 8.00AM (AEST) ON 8 SEPTEMBER 2014 AND
CLOSES AT 5.00 PM (AEST) ON 3 OCTOBER 2014
Prospectus for the issue of shares in Aspen Parks Property Management Ltd (ABN 91 096 790 331).
Product Disclosure Statement for the issue of units in Aspen Parks Property Trust (ARSN 108 328 669),
the responsible entity of which is Aspen Funds Management Limited (ABN 48 104 322 278; AFSL 227933).
ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
IMPORTANT INFORMATION UPDATED INFORMATION
Information regarding the Offer may need to be updated from time to time.
This Prospectus and Product Disclosure Statement (“Offer Document”) is Any updated information in respect of New Securities that is considered not
important and requires your immediate attention. You should read this Offer materially adverse to investors will be made available on the Fund’s website at
Document carefully and its entirety before deciding whether to invest in New www.aspenfunds.com.au/aspenparks.
Securities and completing and lodging an Application Form.
In accordance with their obligations under the Corporations Act, the Issuers
The Offer contained in this Offer Document is an offer by Aspen Parks may issue a supplementary Offer Document to supplement any relevant
Property Management Ltd (ABN 91 096 790 331) and Aspen Funds information not disclosed in this Offer Document. You should read any
Management Limited (ABN 48 104 322 278; AFSL 227933) as responsible supplementary disclosures made in conjunction with this Offer Document prior
entity of Aspen Parks Property Trust (ARSN 108 328 669) (the “Issuers”) to to making any investment decision.
apply for New Securities.
The Offer is only offered to Eligible Securityholders. The eligibility of Securityholders STATEMENTS OR REPRESENTATIONS
to participate in the Offer will be determined as at the Record Date. The Any information or representation in connection with the Offer, which is not
APWPF Offer is made to unitholders in Aspen Parks Wholesale Property Fund contained in or incorporated by reference in this Offer Document, may not
(ARSN 128 367 760) (“APWPF”), and investors holding an interest in APWPF be relied upon as having been authorised by the Issuers or the Underwriter.
through an IDPS on the Record Date.
FORWARD LOOKING STATEMENTS
The number of New Securities to which you are entitled is shown on the Some of the statements appearing in this Offer Document may be in the nature
personalised Application Form, which accompanies this Offer Document. You of forward looking statements. Forward looking statements or statements of
may apply for New Securities in excess of your Entitlement as an Oversubscription. intent in relation to future events in this Offer Document should not be taken
Please refer to the section of this Offer Document entitled “What Should You to be a forecast or prediction that those events will occur. Forward looking
Do” for further information about how to accept your Entitlement and how to statements generally may be identified by the use of forward looking words such
apply for more New Securities than your Entitlement, should you wish to do so. as “believe”, “aim”, “expect”, “anticipate”, “intending”, “foreseeing”, “likely”,
“should”, “planned”, “may”, “estimate”, “potential”, or other similar words.
DATE
This Offer Document is dated 22 August 2014. A copy of this Offer Document You should be aware that such statements are only predictions and are
was lodged with ASIC on that date. ASIC takes no responsibility for the subject to inherent risks and uncertainties. Actual events or results may differ
contents of this Offer Document or for the merits of the investment to which materially from the events or results expressed or implied in any forward looking
this Offer Document relates. statement and deviations are both normal and to be expected. None of the
Issuers, their respective Directors or officers, or any person named in this
NOT INVESTMENT ADVICE Offer Document or involved in the preparation of this Offer Document makes
The information provided in this Offer Document does not constitute investment any representation or warranty (either express or implied) as to the accuracy
or financial product advice and has been prepared without taking into account or likelihood of fulfilment of any forward looking statement, or any events or
your investment objectives, financial circumstances or particular needs. results expressed or implied in any forward looking statement. Accordingly,
you are cautioned not to place undue reliance on those statements.
It is important that you read this Offer Document carefully and in its entirety
before deciding whether to invest in the New Securities and completing and Except where required by law, the Issuers, and their respective Directors and
lodging an Application Form. In particular, you should consider the risk factors officers disclaim any obligation or undertaking to distribute after the date of this
that could affect the financial performance of the Fund and the value of your Offer Document, any updates or revisions to any forward looking statements
investment in it before deciding whether to invest in New Securities. You should to reflect any change in expectations in relation thereto or any change in
carefully consider these factors in light of your investment objectives, financial events, conditions or circumstances on which any such statement is based.
situation and particular needs (including financial and taxation issues) and seek
professional guidance from your financial or investment adviser, accountant, OFFERING RESTRICTIONS
solicitor or other independent professional adviser before deciding whether to This Offer Document does not constitute an offer in any place in which, or to
invest in New Securities. Some of the risk factors that you should consider any person to whom, it would not be lawful to make such an offer. No action
before deciding whether to invest in New Securities are outlined in Section 4. has been taken to register the New Securities or otherwise permit an offering
There may be risk factors in addition to these that should be considered in of the New Securities in any jurisdiction outside of Australia or New Zealand.
light of your personal circumstances.
The distribution of this Offer Document outside Australia may be restricted by
NO PERFORMANCE GUARANTEE law. If you come into possession of this Offer Document, you should observe
None of the Issuers, their respective Directors or associates, any person named any such restrictions and should seek your own advice on such restrictions.
in this Offer Document, or any other person, guarantees the performance of Any failure to comply with such restrictions may contravene applicable
the Fund, the repayment of capital, or any particular rate of capital or income securities laws.
return by the Fund or the payment of any distribution on the New Securities.
The return of a duly completed Application Form will be taken by the Issuers to
EXPIRY DATE constitute a representation and warranty made by the applicant to the Issuers
No Securities will be issued on the basis of this Offer Document later than that there has been no breach of such laws and that all necessary approvals
13 months after the date of this Offer Document. and consents have been obtained.
OFFER DOCUMENT AVAILABILITY In particular, the New Securities have not been and will not be registered
Eligible Securityholders with registered addresses in Australia and New under the US Securities Act of 1933, as amended (the “US Securities Act”) or
Zealand can obtain a copy of this Offer Document during the period of the the securities laws of any state or other jurisdiction of the United States. The
Offer on the Fund’s website at www.aspenfunds.com.au/aspenparks or by New Securities may not be offered or sold in the United States or to, or for
calling Investor Services on 1800 220 840 (within Australia) or from New the account or benefit of, any “US Person” as defined in Regulations under
Zealand on +61 8 9220 8400 between 8.30am and 5.00pm (AWST) Monday the US Securities Act, except in a transaction exempt from the registration
to Friday or by email to: funds@aspengroup.com.au. requirements of the US Securities Act and applicable US state securities laws.
If you access the electronic version of this Offer Document you should ensure Any offer, sale or resale of New Securities in the United States by a dealer
that you download and read the entire Offer Document. A personalised (whether or not participating in the Offer) may violate the registration
Application Form has been sent to you with this Offer Document. You will requirements of the US Securities Act if made prior to 40 days after the date
only be entitled to exercise your Entitlement by completing that Application on which New Securities are issued under the Offer or if such New Securities
Form. If you do not have your personalised Application Form, please contact were purchased by a dealer under the Offer.
Investor Services on 1800 220 840 (within Australia) or from New Zealand on
+61 8 9220 8400 between 8.30am and 5.00pm (AWST) Monday to Friday. FINANCIAL AMOUNTS
All references in this Offer Document to money or financial amounts are to
The Corporations Act prohibits any person from passing the Application Form
amounts in Australian currency, unless otherwise indicated.
on to another person unless it is attached to a hard copy of the Offer Document
or the complete and unaltered electronic version of this Offer Document. DEFINITIONS AND ABBREVIATIONS
Defined terms and abbreviations used in this Offer Document are explained in
EXPOSURE PERIOD
the Glossary in Section 9 of this Offer Document.
The Corporations Act prohibits the Issuers from processing applications in
respect of New Securities in the seven day period after the date of lodgement DIAGRAMS
of the Offer Document (“Exposure Period”). This Exposure Period may be Diagrams used in this Offer Document are illustrative only and may not be
extended by ASIC by a further period of up to an additional seven days. drawn to scale.
Applications received during the Exposure Period will not be processed
until after the expiry of that period. No preference will be conferred on any QUESTIONS
Applications received during the Exposure Period. If you have any questions relating to the Offer, you can contact Investor
Services on 1800 220 840 (within Australia) or from New Zealand on
THE MANAGER +61 8 9220 8400 between 8.30am and 5.00pm (AWST) Monday to Friday.
The Trust is an Australian registered managed investment scheme, which
invests in accommodation parks in Australia. References to actions taken by,
or the intentions of, the Trust, refer to the actions or intentions of the Manager
in its capacity as responsible entity for the Trust.What Should You Do?
1. READ THIS OFFER DOCUMENT CAREFULLY
This Offer Document contains important information in relation to the Offer. You should read the Offer Document carefully
and in its entirety, including Section 4 which contains a summary of some of the risk factors that you should consider
before deciding whether to invest in New Securities.
2. SEEK PROFESSIONAL ADVICE
Before you decide whether to subscribe for New Securities, you should consider whether an investment in New
Securities is appropriate for you in light of your individual investment objectives, financial circumstances or particular
needs (including financial and taxation issues). You should consult your financial or investment adviser, accountant,
solicitor or other professional adviser before deciding whether to subscribe for New Securities.
3. DECIDE WHAT YOU WANT TO DO
The number of New Securities to which you are entitled is shown on the Application Form accompanying this Offer
Document. If you are an Eligible Securityholder, you may:
• Accept your Entitlement in full;
• Accept your Entitlement in full and apply for additional New Securities as an Oversubscription;
• Accept your Entitlement in part; or
• Do nothing and allow your Entitlement to lapse.
Further information on how to take up your Entitlement and apply for an Oversubscription can be found in
Section 10 “How to Accept Your Entitlement and Apply for an Oversubscription”.
The Issuers reserve the right to reject any applications for New Securities that are not made in accordance with the terms
of this Offer Document or the instructions on the Application Form.
The Offer to investors to subscribe for New Securities opens at 8.00am (AEST) 8 September 2014.
Your completed Application Form (together with your Application Monies) or your BPAY® payment must be
received by 5.00pm (AEST) on 3 October, 2014.
4. QUESTIONS
If you have any questions relating to the Offer, you can contact Investor Services on 1800 220 840 (within Australia) or
from New Zealand on +61 8 9220 8400 between 8.30am and 5.00pm (AWST) Monday to Friday.
Page 1ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER Contents Important Information What Should You Do? 1 Timetable3 Chairman’s Letter 4 1. Offer Details 7 2. Investment Overview 10 3. Overview of the Fund 16 4. Investment Considerations and Risks 22 5. The Issuers 26 6. Financial Information 28 7. Fees and Other Costs 32 8. Additional Information 37 9. Glossary 46 10. How to Accept Your Entitlement and Apply for an Oversubscription 49 11. Frequently Asked Questions 51 Page 2
Timetable
EVENT DATE
Record Date for determining Entitlements 22 August 2014
Dispatch of Offer Document to Eligible Securityholders 4 September 2014
Opening Date 8 September 2014
Closing Date 3 October 2014
Allotment date 8 October 2014
Expected dispatch of transaction statements 15 October 2014
The timetable above is indicative only and may change without notice. The Issuers, with the consent of the Underwriter, reserve the right to amend
any or all of these dates and times subject to the Corporations Act and other applicable laws, including closing the Offer early, extending the Offer
or accepting late Applications (either generally or in particular cases and without notifying any recipient of this Offer Document or any other person).
If the Closing Date is varied, subsequent dates may also be varied accordingly. Unless the Issuers, with the consent of the Underwriter, decide to
accept late Applications or extend the Closing Date, Application Forms or Application Monies received after the Closing Date may be rejected.
The Issuers reserve the right to cancel the Offer in the event that they receive a compelling and certain proposal to acquire all of the Securities in the
Fund that is capable of being put to Securityholders.
Page 3ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
Chairman’s Letter
Dear Securityholder,
This Offer Document details an opportunity for Eligible Securityholders in Aspen Parks Property Fund (the “Fund”) to
subscribe for New Securities by way of a fully underwritten, pro-rata, non-renounceable entitlement offer (“Offer”). The
Offer is being undertaken to strengthen the Fund’s balance sheet, to provide capacity to pursue acquisition opportunities
and to undertake a Withdrawal Offer.
Background to the Offer
Since 30 June 2013, the value of the Fund’s property portfolio (excluding asset sales) has declined by $63.4 million.
This decline has been predominantly driven by reduced demand, and therefore lower revenue and net income, at those
properties within the Fund’s portfolio that serve customers in the resources, and resources-exposed industries.
This issue is not specific to the Fund. The pronounced and sudden decline in resources-related capital expenditure (and
resulting accommodation demand) has adversely affected the performance of a wide range of accommodation and
other industries related to the resources industry.
As part of its usual year-end statutory reporting process, the Fund commissioned updated independent property
valuations of five properties1. The net result of these revaluations was a $2.2 million (or 1% of total property portfolio)
reduction in value as at 30 June 2014, when compared with the corresponding valuations as at 31 December 2013.
Further details of these valuations are set out in Section 3.4.
The decline in portfolio value has caused a key measure of the Fund’s debt position, the loan-to-value ratio2 (“LVR”), to
increase. As at 30 June 2014, the Fund’s LVR stood at 54.8%. The Fund’s Existing Facilities contain a covenant that the
LVR not exceed 55%. Following the recent property revaluations referred to above, the Fund has used a small amount of
available cash on hand to reduce its debt position to ensure that the LVR does not exceed 55%.
The Board does not consider the current LVR to be sustainable and has determined that a reduction in the LVR is
immediately required.
Despite the recent falls in value for some of the Fund’s assets, the Board continues to believe that the accommodation
parks sector provides an attractive investment opportunity due to the highly fragmented nature of the sector, positive
long-term supply and demand dynamics and structural demographic trends, coupled with attractive cash earnings yields
that accommodation parks can offer.
Capital Structure Review
In light of the requirement to reduce LVR, the Board has undertaken a detailed review of the Fund’s capital structure.
The strategic initiatives that the Board considered include:
• Further asset sales with proceeds applied to debt reduction;
• A wind-up/sale of the Fund, with net proceeds returned to Securityholders;
• A reduction in Fund distributions, with surplus cash applied to debt reduction;
• Listing the Fund on ASX in order to provide access to listed equity capital markets;
• An equity raising to repay Fund debt (and maintain the current portfolio); and
• An equity raising to provide the Fund with sufficient capital to reduce LVR through the acquisition of
Additional Properties.
After assessing the strategic alternatives available to the Fund, the Board determined that an equity raising, by way of
the Offer, to provide capital to reduce the LVR and enable the Fund to grow, is in the best interests of Securityholders.
At the same time, the Board has sought to establish new debt facilities for the Fund on more favourable terms than the
Existing Facilities. Documentation for the New Facilities is being negotiated and is currently expected to be executed on
or around 31 August 2014.
1 Pilbara, Karratha; Balmoral, Karratha; Cooke Point, Port Hedland; Perth Vineyards, Perth; Ashley Gardens, Melbourne.
2 Loan-to-value ratio is calculated as Total Drawn Bank Debt less Cash/Bank Adopted Properties Valuations
Page 4Unsolicited approaches
On 12 August 2014, the Board received a preliminary, non-binding indicative proposal from Ingenia Communities Group
(“Ingenia”) to acquire up to 100% of the Securities in the Fund.
Ingenia’s indicative proposal is incomplete and highly conditional and while there is no offer capable of acceptance by
Securityholders at this time, the Board is aware that some Securityholders may be attracted to a compelling cash offer to
acquire their Securities. To that end, the Board is prepared to hold discussions with Ingenia, and potentially other suitably
qualified parties, to determine if a compelling and certain proposal can be developed.
The Board reserves the right to cancel the Offer in the event that it receives a compelling and certain proposal capable
of being put to Securityholders.
During the capital structure review, there have been a number of unsolicited approaches to acquire certain properties of
the Fund (in addition to those properties already subject to a public sales process). None of these proposals has offered
a compelling value proposition for Securityholders, and on that basis these have not been pursued.
The Offer
The Offer is to raise a minimum of $39.9 million (“Proceeds”). Under the Offer, Eligible Securityholders are entitled to
subscribe for 1 New Security for every 2 Securities held on 22 August 2014 (“Record Date”), at a price of $0.49 per New
Security (“Issue Price”). The Issue Price is a 7.5% discount to the Net Asset Value per Security as at 30 June 2014. New
Securities will rank equally with existing Securities.
Based on the current monthly distribution rate of an annualised 4.0 cents per Security, the distribution yield on the
New Securities at the Issue Price is 8.2%. Please note that distributions are paid at the discretion of the Board and the
distribution rate is subject to change at any time and is currently reviewed at least quarterly.
Eligible Securityholders are also able to subscribe for additional New Securities in excess of their Entitlement
(“Oversubscriptions”) up to 200% of that Entitlement.
The Offer will open on 8 September 2014. To participate in the Offer, your application and payment for New Securities
must be received before 5.00pm (AEST) on 3 October 2014 (“Closing Date”) or your Entitlement will lapse. Your
Entitlement is not transferable.
The Board has been informed that Aspen Group, as an existing Securityholder, intends to take up its full Entitlement.
Aspen Parks Wholesale Property Fund (“APWPF”), which currently holds 24.1% of the Securities in the Fund, may
participate in the Offer, but is not eligible to participate in Oversubscriptions. Investors in APWPF have the opportunity
to take up New Securities not subscribed for by Eligible Securityholders under the APWPF Offer. More details on the
APWPF Offer are set out in Section 2.9.
Use of Funds
The Board intends to apply the Offer Proceeds as follows:
• Initially, the full Proceeds (net of costs) of a minimum of $39.5 million will be immediately applied to the reduction
of debt. As a result, following completion of the Offer, the Fund’s pro-forma LVR as at 30 June 2014 is expected
to be 35.4%;
• Up to $6 million of debt may be redrawn to fund withdrawal requests to Securityholders in accordance with a
Withdrawal Offer the Issuers intend to commence after the Closing Date; and
• The residual amount of a minimum of $33.5 million (after capital raising costs) (or more if less than $6 million of
withdrawal requests are received in relation to the Withdrawal Offer) of debt may be progressively redrawn to fund
the acquisition of Additional Properties and Capital Expenditure.
Page 5ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER Chairman’s Letter continued Underwriting Arrangements The Offer is fully underwritten by Aspen Group Limited. Subject to the termination events set out in the Underwriting Agreement, the Underwriting ensures that the Offer will raise a minimum of $39.9 million. Aspen Group Limited (in its capacity as Underwriter) will subscribe for New Securities at a price of $0.51 per New Security (“Underwriting Price”). The Underwriting Price represents a 3.8% discount to Net Asset Value per security as at 30 June 2014. Aspen Group Limited will not receive a fee in relation to the Underwriting. In addition, reflecting its long-term commitment to, and substantial equity investment in, the Fund, the Manager has agreed that the reduction of its annual management fee to 1.0% of gross assets be extended for so long as it or a related body corporate is the responsible entity of APPT. Conclusion The capital raising pursuant to the Offer is an important strategic initiative for the Fund. A substantial amount of the capital raised is intended to be used to make strategic acquisitions to increase the Fund’s asset base, to diversify sectoral exposure and risk and to obtain scale benefits through operating a larger Fund, and to support the distribution rate. You should read the Offer Document carefully and in its entirety before deciding whether or not to participate in the Offer. You should also seek appropriate professional advice before making your investment decision. If you have any questions about the Offer please call Investor Services on 1800 220 840 (within Australia) or from New Zealand on +61 8 9220 8400 between 8.30am and 5.00pm (WST) Monday to Friday. Thank you for your ongoing support of Aspen Parks Property Fund. Yours faithfully, Frank Zipfinger Chairman Page 6
1. Offer Details
Feature Details Section
Reference
The Offer This Offer is a fully underwritten pro-rata non-renounceable entitlement 2
offer to Eligible Securityholders to subscribe for 1 New Security for every 2
Securities held at the Record Date at $0.49 per New Security.
Oversubscriptions Each Securityholder can subscribe for further New Securities, up to 200% 2
of their Entitlement, as an oversubscription (“Oversubscriptions”). The level
of Entitlements allotted to Securityholders under the Offer may reduce the
level of Oversubscriptions allotted to Securityholders.
Amount to be raised The Offer will raise a minimum of $39.9 million (“Proceeds”). 2.5 and 2.11
Use of Proceeds The Issuers will use the Proceeds (net of costs) of the Offer as follows: 2.5
• A minimum of $39.5 million initially to be applied to reduce bank debt;
• Up to $6 million of debt may be redrawn to fund withdrawal requests
to Securityholders in accordance with a Withdrawal Offer the Board
intends to commence after the Closing Date; and
• The residual amount of a minimum of $33.5 million (or more if less
than $6 million of withdrawal requests are received in relation to the
Withdrawal Offer) of debt may be progressively redrawn to fund the
acquisition of Additional Properties or Capital Expenditure.
Issue Price Under the Offer, Securities will be issued at $0.49, which is a 7.5% discount 2.12
to the Net Asset Value per Security on issue at 30 June 2014.
Underwriting Price Under the Underwriting Agreement, Securities will be issued to Aspen
Group Limited (in its capacity as Underwriter) at a price of $0.51 per
Security, which is a 3.8% discount to the audited Net Asset Value per
Security on issue at 30 June 2014.
Eligible Securityholder Only Eligible Securityholders are entitled to participate in the Offer. 2
Offer Document Date The Offer Document Date is 22 August 2014. -
Record Date The Record Date under the Offer is 22 August 2014. -
Offer Opening and The Offer: -
Closing Dates • opens on 8 September 2014 (“Opening Date”); and
• closes on 3 October 2014 (“Closing Date”).
The Issuers, in conjunction with the Underwriter, have the discretion to
change the Record Date, Opening Date and Closing Date (or any of them)
without notice to Securityholders.
APWPF Offer The responsible entity of APWPF which currently holds approximately 2.9
24.1% of the Securities in the Fund, may participate in the Offer, but is not
eligible to participate in Oversubscriptions.
However, the Underwriter and APPF have agreed to offer unitholders in
APWPF, and investors holding an interest in APWPF through an IDPS, the
ability to apply for New Securities which are not taken up under the Offer
by Eligible Securityholders.
Page 7ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
1. Offer Details continued
Feature Details Section
Reference
Underwriting Aspen Group Limited has agreed to underwrite the Offer under the 2.10
Underwriting Agreement, for no fee, up to the amount of the Proceeds.
Under the Underwriting Agreement, once the Issuers have determined:
• the number and value of New Securities to be allotted to Eligible
Securityholders under their entitlement; and
• the number and value of additional New Securities to be allotted to
Eligible Securityholders as Oversubscriptions,
Aspen Group Limited must subscribe for the balance of the New Securities
required to ensure that the Proceeds are satisfied.
The number of New Securities Aspen Group Limited must subscribe for as
Underwriter will be reduced to the extent applications are received under
the APWPF Offer.
Term of Investment The Fund is an open-ended investment and as such has no expiry date. 3.10
APIR Code APZ0010AU -
Application Monies Application Monies are payable in full after the Opening Date and will be -
held in a deposit account pending allotment of New Securities. No interest
will be payable to Securityholders on these Application Monies.
Allotment of New New Securities will be allotted to the Eligible Securityholders who subscribed -
Securities for them on 8 October 2014. The Issuers have the discretion to change this
date without notice.
Fees Fees and management costs are payable to the Manager for the ongoing 7
management of the Fund, the acquisition of Additional Properties, and
Capital Expenditure, as detailed in Section 7 of this Offer Document.
Cooling Off Period There is no cooling off period in relation to the issue of New Securities -
under this Offer Document.
Eligibility for Superannuation funds may invest in the Fund, if permitted by the investment -
Super Funds mandate of the particular superannuation fund.
Page 8Feature Details Section
Reference
Key Risks As with any investment, there are risks associated with an investment in the 4
Fund. Some of these risks are referred to below and are described in detail in
Section 4. Securityholders should consider these risks prior to submitting an
Application. If any of the risks described in Section 4 occurs, a material and
adverse impact on the performance, profits and losses, prospects, assets,
liabilities and/or financial position of the Fund could occur.
Specific Risks Associated with an Investment in the Fund:
• Competition from nearby alternative accommodation providers
• Vacancy levels within each property
• Tenants do not honour their obligations
• Higher than anticipated property outgoings
• Higher than anticipated capital expenditure
• Acquisition of Additional Properties which do not meet expected returns
• Delay in acquiring Additional Properties
• Volatility of occupancy in properties exposed to the resources sector
• Limited alternative uses of a property where it becomes unviable
• Leasehold properties whereby lease terms can expire or change
• Inability to dispose of assets at carrying value and in a timely manner
• Detrimental impact of properties to the environment
• Higher interest rates which lead to increased interest costs
• Borrowing facilities which may expire and require repayment
• Inability to raise equity if required
• Breach of borrowing and other covenants
• Changes in taxation laws which are detrimental
• Limited ability of Securityholders to withdraw investment
• Ability of Manager to undertake its duties
• Change of responsible entity which triggers repayment of borrowings
• Financial position of Aspen Group which is the parent of the Manager
• Financial position of Aspen Group which impacts its ability to provide
the hardship facility
General Investment Risks:
• Failure of Manager to comply with conditions of Australian Financial
Services Licence
• Impact of changes in general economic conditions
• Occurrence of natural events such as cyclones and floods
• Occurrence of war or terrorism activities
• Changes in relevant government policy or laws
• Impact of legal claims and disputes
Page 9ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
2. Investment Overview
2.1 Introduction
This Offer Document details an opportunity for Eligible Securityholders in Aspen Parks Property Fund (the “Fund”) to
subscribe for New Securities by way of a fully underwritten, pro-rata, non-renounceable entitlement offer (“Offer”). The
Offer is being undertaken to strengthen the Fund’s balance sheet, to provide capacity to pursue acquisition opportunities
and to undertake a Withdrawal Offer.
2.2 Background to the Offer
The 12 months to 30 June 2014 has seen the value of the Fund’s property portfolio fall 23% to $201.6 million, (excluding
asset sales) largely due to a reduction in value for those properties focused on serving customers in resources and
resources-exposed industries. This issue is not specific to the Fund. The pronounced and sudden decline in resources-
related capital expenditure (and resulting accommodation demand) has adversely affected the performance of a wide
range of accommodation assets across resources and resources exposed industries.
As part of its usual year-end statutory reporting process, the Fund commissioned updated independent property
valuations of five properties1. The net result of these revaluations was a $2.2 million (or 1% of total property portfolio)
reduction in value as at 30 June 2014, when compared with the corresponding valuations as at 31 December 2013.
Further details of these valuations are set out in Section 3.4.
Whilst the level of the Fund’s bank debt has reduced over the last 12 months through asset sales, the reduction in value
of the property portfolio has resulted in an increase in the Fund’s LVR under the Existing Facilities. As at 30 June 2014,
the LVR stood at 54.8% as compared to the LVR covenant under the Existing Facilities of 55.0%. Following the recent
property revaluations referred to above, the Fund has used a small amount of available cash on hand to reduce its debt
position to ensure that the LVR does not exceed 55%.
The Board believes the current LVR is unsustainable and has determined that a reduction in the LVR is immediately required.
The capital raising pursuant to the Offer is an important strategic initiative for the Fund. A substantial amount of the
capital raised is intended to be used to make strategic acquisitions to increase the Fund’s asset base, to diversify
sectoral exposure and risk resulting in lower income volatility, and to obtain scale benefits through operating a larger
Fund. Potential scale benefits include spreading overheads over a larger asset base and creating operating efficiencies
by creating clusters of accommodation parks with designated management teams.
Further details on the performance of the Fund are provided in Section 3.5.
2.3 Capital Structure Review
In response to these conditions, the Board has undertaken a detailed review of the Fund’s capital structure and the
strategic alternatives available to reduce the LVR and Gearing. The initiatives that the Board have considered include:
Initiatives Considered Board Assessment
Further asset sales with • Asset sales would be dilutive to the Fund’s earnings with the likelihood that it would be
proceeds applied to impossible to maintain distributions at current levels.
debt reduction • A material reduction in the Fund’s LVR would require the sale of a significant proportion
of the Fund’s assets, with direct adverse implications for distributions and the scale and
diversification of the Fund’s portfolio.
• The Board considers that Securityholder value would be improved by expanding the
Fund’s portfolio by way of development and acquisition.
A wind-up/sale of • The current NAV of the Fund has been adversely impacted by the recent poor
the Fund, with net performance of certain assets within the Fund’s portfolio, particularly the resources-
proceeds returned to exposed Properties.
Securityholders • The Board considers that a strategy to grow the Fund’s portfolio by taking advantage of
acquisition opportunities is likely to deliver value to Securityholders.
• If a wind-up strategy was pursued, there would be material risks to Securityholders
related to the uncertainty of net sales proceeds that might be received, the period of
time any wind-up/sale process would take and the impact of costs of any wind-up sale
process, all of which may negatively reduce returns to Securityholders.
1 Pilbara, Karratha; Balmoral, Karratha; Cooke Point, Port Hedland; Perth Vineyards, Perth; Ashley Gardens, Melbourne.
Page 10Initiatives Considered Board Assessment
A reduction in Fund • Securityholders have already experienced a material fall in Fund distributions over the
distributions, with past 12 months.
surplus cash applied to • To achieve a material reduction in Fund LVR by way of surplus cash applied to debt
debt reduction reduction would require further substantial cuts to Fund distributions.
• There may also be adverse tax implications of a material reduction in distributions to
reduce LVR, given the requirement that the Trust distribute all of its taxable income in
each year to maintain its current tax status.
• The Fund would have very limited capital available to pursue acquisitions.
Listing the Fund on the • An ASX listing would provide the Fund with access to a more liquid, listed equity market.
ASX in order to provide • A listed equity market would allow the Fund to raise:
access to listed equity
• equity capital to reduce gearing; and
capital markets
• additional equity to pursue future growth initiatives.
• However, given the current capital structure of the Fund, listed equity markets would
likely require a heavily discounted issue price to attract new equity; this would be
significantly greater than the discount proposed under the Offer.
• An equity issue at a heavily discounted issue price would significantly dilute the Fund’s
NAV and earnings per Security and distributions per Security.
• Listed equity markets demand lower gearing, consequently listing the Fund would
require gearing to be reduced further than is expected under the Offer, with further
reductions in distributions possible.
An equity raising to • The Board considered two alternatives for a recapitalisation:
recapitalise the Fund • an equity raising to reduce gearing via the repayment of debt (“Debt Reduction”);
and
• an equity raising to reduce gearing via an initial repayment of debt, with a subsequent
drawdown to purchase new assets and increase the value of the Fund’s portfolio
(“Value Enhancement”).
• Both alternatives ultimately reduce the LVR, but in different ways:
• the Debt Reduction option simply reduces debt and would dilute earnings per
Security and distributions over the short and medium term.
• the Value Enhancement option seeks to add to the asset pool against which
borrowings are secured providing the opportunity for enhancing earnings and
distributions over the medium term.
• The Board considers the Value Enhancement strategy to offer superior prospects for
Securityholders, and is in line with the strategy of seeking to grow the Fund’s portfolio
by taking advantage of acquisition opportunities.
• The Board therefore determined to undertake a fully underwritten pro-rata entitlement
offer to raise a minimum of $39.9 million which will:
• strengthen the Fund’s capital structure; and
• provide capacity to acquire Additional Properties and undertake Capital Expenditure.
The Board has also sought to establish new debt facilities for the Fund on more favourable terms than the Existing
Facilities. Documentation for the New Facilities is being negotiated and the Issuers currently expect that the New Facilities
will be executed on or around 31 August 2014. The terms of the New Facilities are explained in greater detail in Section
8.4, with the new terms providing a more flexible LVR structure to the Fund.
This Offer enables existing Securityholders to participate and maintain their proportionate holding in the Fund.
Eligible Securityholders are also able to subscribe for Oversubscriptions up to 200% of their Entitlement.
Page 11ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
2. Investment Overview continued
2.4 Unsolicited Third Party Approaches The Board intends to make a Withdrawal Offer available to
On 12 August 2014, the Board received a preliminary, Securityholders after the Closing Date to provide a further
non-binding indicative proposal from Ingenia Communities opportunity to those Securityholders who wish to exit
Group (“Ingenia”) to acquire up to 100% of the Securities the Fund. The Issuers may apply up to $6 million of the
in the Fund. Proceeds (depending on the level of withdrawal requests
from Securityholders) to fund this Withdrawal Offer. This
Ingenia’s indicative proposal is incomplete and highly
Withdrawal Offer will reduce the number of Securities on
conditional and there is no offer capable of acceptance by
issue. The exact number of Securities removed from issue
Securityholders at this time.
will be determined by the number of requests received
For further details on Ingenia’s indicative proposal, from Securityholders under the Withdrawal Offer.
please refer to the announcement by the Fund dated
25 August 2014. 2.7 Consideration of the Offer by the
Independent Board Committee
In addition, the Board is aware of several unsolicited
approaches made to Aspen Group by third parties, There are a number of connections between the Fund and
including Ingenia, relating to the acquisition of the Aspen Group. These include:
Securities and management rights over the Fund held • AFM is a wholly-owned subsidiary of Aspen Group
by Aspen Group. The Board has been advised by Aspen Limited (ABN 50 004 160 927), and is the responsible
Group that none of these proposals offered a compelling entity of the Trust and is also the responsible entity of
value proposition for Aspen Group securityholders. Aspen Property Trust (ARSN 104 807 767).
The Board has been informed that on 12 August 2014, • Aspen Group Limited has a substantial holding of Securities
Ingenia reapproached Aspen Group seeking to progress in the Fund and is also the underwriter of the Offer.
discussions in relation to its previous proposal and stating • AFM is also the responsible entity of the Aspen Parks
that this was their preferred position.
Wholesale Property Fund (ARSN 128 367 760), which
During the capital structure review, a number of unsolicited is currently the largest holder of Securities in the Fund.
approaches to acquire certain properties of the Fund (in
addition to those properties already subject to a public The boards of directors of AFM and Aspen Group are
sales process) have also been received. None of these comprised of the same people. Two of the three directors
proposals has offered a compelling value proposition for of APPM are also directors of both AFM and Aspen Group.
Securityholders, and on that basis none of these proposals Accordingly, an Independent Board Committee was
have been pursued. established by the Issuers to consider the Offer and any
actual, potential or perceived conflicts of interest with
2.5 Use of Proceeds
Aspen Group (“Conflict Matters”) in relation to the Offer
The Board intends to apply the Offer Proceeds as follows: and the preliminary, non-binding indicative proposal from
a) Initially, the full Proceeds (net of costs) of a minimum Ingenia Communities Group to acquire up to 100% of the
of $39.5 million will be immediately applied to the Securities in the Fund. The Independent Board Committee
reduction of debt. As a result, following completion of is comprised of Reg Gillard, Hugh Martin and Clive Appleton.
the Offer, the Fund’s pro-forma LVR as at 30 June 2014 Reg Gillard is an independent Director of APPM, Hugh Martin
is expected to be 35.4% under the Existing Facilities is a Director of Aspen Group as well as AFM and APPM and
and 32.4% if the New Facilities are in place; Clive Appleton is a director of Aspen Group and AFM.
b) Following the Offer, up to $6 million may be redrawn The role of the Independent Board Committee is to consider
to fund withdrawal requests to Securityholders in any Conflict Matters from the perspective of Securityholders
accordance with a Withdrawal Offer that the Board and to communicate and negotiate with Aspen Group
intends to commence after the Closing Date; and
Limited in respect of those Conflict Matters.
c) The residual amount of a minimum of $33.5 million (or
more if less than $6 million of withdrawal requests are 2.8 Substantial Securityholding
received in relation to the Withdrawal Offer) may be As at the Offer Document Date, Aspen Group entities had
redrawn to fund the acquisition of Additional Properties a relevant interest of 36.6% of the Securities in the Fund.
and Capital Expenditure. This is comprised of Aspen Parks Wholesale Property Fund
(“APWPF”), a fund managed by Aspen Group, which holds
2.6 Withdrawal Offer
24.1% and Aspen Group which holds a direct beneficial
The Fund was unable to undertake its planned withdrawal interest of 12.5%.
offer in March 2014 due to the high LVR position.
Aspen Group provided an alternative liquidity facility to The effect of the Offer and the underwriting of the Offer by
Securityholders. However not all of the withdrawal demand Aspen Group Limited on the voting power of Aspen Group
was satisfied by this facility. in the Fund is set out in Section 2.10.
Page 122.9 Offer to Direct and Indirect Investors in APWPF
Aspen Parks Wholesale Property Fund (APWPF) is a registered managed investment scheme through which certain
IPDS or IDPS like schemes (known commonly as a master trust or a wrap account) or a nominee or custody service
or superannuation master trust (each called an IDPS in this Offer Document) gain exposure to the Fund. The only
investments of APWPF are Securities in the Fund and cash. Aspen Funds Management Limited is the responsible entity
of APWPF. APWPF which currently holds 24.1% of the Securities in the Fund, may participate in the Offer, but is not able
to participate in Oversubscriptions.
However, Aspen Group Limited as Underwriter has agreed with APPF that unitholders in APWPF, and investors holding
interests in APWPF through an IDPS on the Record Date, may apply to invest directly in New Securities which are not
taken up under the Offer by Eligible Securityholders by lodging an application under the APWPF Offer. The total amount
any such unitholder or other investor may apply for under the APWPF Offer is determined on a look-through basis having
regard to their proportionate interest in APWPF and in turn APWPF’s Entitlement in the Offer and Oversubscriptions. The
maximum number of New Securities which may be taken up under the APWPF Offer equates to the number of New
Securities which comprise APWPF’s Entitlement and Oversubscriptions, less the number of New Securities, if any, that
APWPF elects to subscribe for under the Offer. Applications received from unitholders in, and investors through, APWPF
will have priority in taking up any underwritten shortfall under the Offer. Applicants under the APWPF Offer will need to
provide evidence of their direct or indirect interest in APWPF as at the Record Date.
Application forms for the APWPF Offer will be issued together with this Offer Document and can be requested by calling
Investor Services on 1800 220 840 (within Australia) or from New Zealand on + 61 8 9220 8400 between 8.30am and
5.00pm (AWST) Monday to Friday.
2.10 Underwriting Arrangements
The Offer is fully underwritten by Aspen Group Limited. The Underwriter was selected by the Issuers on completion of
a process to obtain terms from professional underwriters to underwrite the Offer. The Board determined that the terms
offered to the Fund by Aspen Group Limited were in the best interests of Securityholders with the key terms being to fully
underwrite the Offer to ensure the Proceeds will be raised, and that no fee was being charged.
Subject to its terms, the Underwriting Agreement obliges the Underwriter to acquire New Securities, at the Underwriting
Price, to ensure the Proceeds are raised. The Underwriter’s obligation to acquire any shortfall under the Offer is reduced
by the amount of Entitlements and Oversubscriptions allotted to Eligible Securityholders by the Issuers. Further, New
Securities issued under the APWPF Offer will also reduce the number of shortfall securities for which Aspen Group
Limited as Underwriter will be required to subscribe.
The Board has been informed that Aspen Group, as an Eligible Securityholder, intends to take up its full Entitlement, to
which it has a beneficial interest. Aspen Group is unable to participate in the Oversubscriptions. The Board also notes
that APWPF may participate in the Offer in respect of its Entitlement but is not able to participate in Oversubscriptions,
but further notes that investors in APWPF may participate in the APWPF Offer.
The following tables illustrate the potential changes in the voting power of Aspen Group in the Fund, depending on the level
of New Securities taken up by Eligible Securityholders and under the APWPF Offer, as part of the underwriting process.
Assumes APWPF does not participate in the Offer Pre-transaction Underwriting Shortfall
Maximum1 None2
Aspen Group 12.5% 41.7% 12.5%
APWPF 24.1% 16.0% 16.0%
Other Investors 63.4% 42.3% 71.5%
TOTAL 100.0% 100.0% 100.0%
Assumes APWPF fully participates with respect to its Entitlement
Aspen Group 12.5% 33.7% 12.5%
APWPF 24.1% 24.1% 24.1%
Other Investors 63.4% 42.2% 63.4%
TOTAL 100.0% 100.0% 100.0%
Notes:
1. Assumes Other Investors do not take up their Entitlements or participate in Oversubscriptions
2. Assumes Other Investors take up their full Entitlements and subscribe for Oversubscriptions
Page 13ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
2. Investment Overview continued
2.11 Financial Impact of the Offer
The Offer will reduce the Fund’s Gearing and LVR.
There is no change in the Fund’s current distribution rate of an annualised 4.0 cents per Security as a result of the Offer.
Distributions are paid at the discretion of the Board and the distribution rate is subject to change at any time and is
currently reviewed at least quarterly. The impact of the Offer on distributions is explained in Section 2.11.2.
Given the Offer is being conducted at a 7.5% discount to NAV, the resulting NAV post the offer is expected to be $0.5150,
2.8% below the current NAV. This is explained further in Section 2.11.3. If a Securityholder does not elect to take up their
Entitlement their holding in the Fund will be diluted, and their value of securities post offer is expected to have declined
by 2.8%.
2.11.1 Impact of the Offer on the Fund’s Gearing and LVR
Under the Existing Facilities the LVR is calculated as the total facilities limit divided by the latest bank valuations of the
Properties. Whilst the Fund is in compliance with the LVR covenant under the Existing Facilities of 55.0%, the Board
holds the view that the LVR must decrease to mitigate the risk of a breach.
The New Facilities are currently expected to be executed on or around 31 August 2014. Under the New Facilities the LVR
is likely to be calculated as the total drawn debt (less cash) divided by the latest bank valuations of the Properties. The
LVR covenant under the New Facilities is 55.0%, reducing to 50.0% at 1 July 2015.
The Fund’s policy is to maintain Gearing in the range of 35% - 45% over the long term. Gearing is calculated as total
interest bearing liabilities divided by total assets. Gearing, as at 30 June 2014 was 51.0% and is expected to fall to 31.7%
on completion of the Offer.
A comparison of the LVR under the Existing Facilities and proposed New Facilities, each as at 30 June 2014 is set
out below:
Post-Offer**
Pre-Offer* Existing New
Facilities Facilities
LVR 54.8% 38.4% 35.4%
* Information is taken from the Audited Financial Statements
** Assumes 100% take up in the Offer and $6m of the Proceeds being applied to the Withdrawal Offer
2.11.2 Impact of the Offer on Distributions
The Fund’s monthly distribution rate is determined by the Board based on its assessment of a sustainable level of
distributions, having regard to the Fund’s underlying earnings. The distribution rate is currently set at an annualised 4.0
cents per Security.
Following the Offer, the ability to maintain this distribution rate will partly depend on the ability of the Fund to acquire
Additional Properties, which generate attractive returns in a timely manner.
In circumstances where the Fund:
• is unable to acquire Additional Properties;
• is delayed in the acquisition of Additional Properties; or
• acquires Additional Properties on return metrics that are below expectations,
the Fund’s earnings may decline and this may reduce the distribution rate.
The distribution rate may be varied by the Board at any time and is currently reviewed at least quarterly.
Page 142.11.3 Impact of the Offer on the Fund’s Balance Sheet
The table below shows the impact of the Offer on the Fund’s Balance Sheet as at 30 June 2014 under the scenarios of
the minimum Proceeds net of costs ($39.5 million) and maximum ($40.9 million) being raised under the Offer. Application
of Proceeds from the issue of New Securities is reflected in “Total Equity” increasing from $78.4 million to $118.0 million.
The application of Proceeds to reduce bank debt is reflected in “Total Liabilities” reducing from $122.4 million to $82.9
million under the minimum scenario and to $81.5 million under the minimum scenario. It is intended that $6 million would
be redrawn to fund the Withdrawal Offer.
Pre-Offer Post-Offer Post-Offer
Statement of Financial Position*
$’000 (Min) $’000 (Max) $’000
Total Current Assets 20,744 20,744 20,744
Total Non-Current Assets 180,035 180,035 180,035
Total Assets 200,779 200,779 200,779
Total Current Liabilities 23,508 23,508 23,508
Total Non-Current Liabilities 98,853 59,353 57,953
Total Liabilities 122,361 82,861 81,461
Net Assets 78,418 117,918 119,318
Total Equity 78,418 117,918 119,318
*The financial position shown above reflects the financial position as per the Fund’s statutory accounts. The statutory accounts do not reflect
unrecognised goodwill attributable to the leasehold properties held within the Fund’s property portfolio. When adjusted for goodwill the Fund’s net
asset position increases from $78.4 million to $86.2 million as at 30 June 2014. The LVR and gearing ratios quoted in this document reflect the adjusted
net asset position.
After the proposed Withdrawal Offer, “Total Equity” would reduce by the amount of requests received from Securityholders
up to the $6 million limit of the Withdrawal Offer. If less than $6 million of requests are received, the residual may be
redrawn to fund the acquisition of Additional Properties and Capital Expenditure.
2.12 The Issue Price and New Securities to be issued
2.12.1 Issue Price
The Issue Price under the Offer is $0.49 per New Security. This represents a discount to the audited NAV of the Fund at
30 June 2014 of 7.5%.
The Issue Price will be allocated between the Unit and Share components of each New Security. The price for the Unit
component of each New Security will be calculated in accordance with the Trust’s Constitution. The balance of the Issue
Price will be allocated as the price of the Share component of each New Security.
2.12.2 Rounding of New Securities
The number of New Securities to be issued to each Eligible Securityholder will be calculated using the Issue Price. In
accordance with the Trust’s Constitution, where the number of New Securities to be issued results in the issue of a
fraction of a Unit, that fraction will be calculated to 4 decimal places. Any remaining Application Monies following this
process will become the assets of the Fund.
2.12.3 Securities on Issue
The number of Securities on issue as at the Offer Document Date is 162,743,717. A further 81,371,858 Securities will
be issued under the Offer. On completion of the Offer, the number of Securities on issue will be 244,115,575.
2.13 Investment considerations and risks
As with any investment there are risks associated with an investment in the Fund. Please refer to Section 4 for a
discussion of some specific and general risks associated with an investment in the Fund.
Page 15ASPEN PARKS PROPERTY FUND ENTITLEMENT OFFER
3. Overview of the Fund
3.1 Fund Objective
The objective of the Fund is to own, develop and manage a portfolio of accommodation park properties, to provide
Securityholders with regular monthly income distributions and the potential for long term capital growth.
The Fund has total portfolio value as at 30 June 2014 of $201.6 million. The Board intends to actively grow the portfolio
by acquiring Additional Properties and completing Capital Expenditure on existing Properties, whilst maintaining Gearing
within the Fund’s preferred range of 35% - 45% in the long term.
Since inception in July 2004, the Fund has paid a monthly income distribution to Securityholders. The Board aims
to continue to pay regular monthly income distributions and will endeavour to increase earnings diversification and
reduce earnings volatility, through the acquisition of Additional Properties, selective Capital Expenditure and enhanced
operational performance.
3.2 Fund Structure
The Fund consists of a stapling of Aspen Parks Property Trust (“APPT”) and Aspen Parks Property Management
(“APPM”). Securityholders hold one Unit in APPT and one Share in APPM, joined together to form a Stapled Security
in the Fund.
As outlined in the diagram below, APPT owns all freehold park assets and APPM (or its subsidiaries) owns all interests
in the leasehold park assets. APPT leases the freehold park assets to APPM under a lease agreement. The resulting net
income of APPT is fully distributed to Securityholders.
In addition, APPM, or its subsidiaries, owns and manages all leasehold park operations. APPM therefore undertakes all
operational activities for the Properties. The net profit of APPM may be distributed to Securityholders or retained in the Fund.
Securityholders
The Fund APPM
APPT (Stapled Security) (Shares)
(Units) Leasehold park assets
Freehold park assets (and controlled entities)
Park management
Aspen Funds
Management Ltd
(The Manager)
3.3 Management
The Manager of the Fund is Aspen Funds Management Limited, a wholly owned subsidiary of Aspen Group, an ASX
listed property investment and management group included in the S&P/ASX 300 Index. The Manager is the holder of
an Australian Financial Services Licence issued by ASIC that allows it to act as the responsible entity of APPT.
APPM is the operational manager of the Properties. The management team of APPM operates the assets of the Fund
with strategic direction provided by the Manager on a day-to-day basis. Together the Manager (in its capacity as
responsible entity of APPT) and APPM are the Issuers.
Further information on Aspen Group and the Issuers is provided in Section 5.
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