Direct Property Fund PRODUCT DISCLOSURE STATEMENT - Sorted Smart Investor
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Direct Property Fund
PRODUCT DISCLOSURE STATEMENT
This document replaces the Produc t Disclosure Statement dated 31 March 2021
O FFER O F U N I T S I N T H E OYS T ER D I R EC T PRO PER T Y
FU N D I SSU ED BY OYS T ER M A N AG EM EN T L I M I T ED
This document gives you important information about this investment to help you
decide whether you want to invest. There is other useful information about this offer on
www.disclose-register.companiesoffice.govt.nz
Oyster Management Limited has prepared this document in accordance with the
Financial Markets Conduct Act 2013. You can also seek advice from a financial advice
provider to help you to make an investment decision.
DATED: 19 NOVEMBER 2021 W W W.OYSTER-DPF.CO.NZ
www.oystergroup.co.nz
1. KEY INFORMATION SUMMARY
WHAT IS THIS? WHAT ARE YOU INVESTING IN?
This is an offer of Oyster Direct Property Fund Units. This is a managed investment scheme established
Your money will be pooled with other Investors’ money to hold a diversified commercial property portfolio.
and invested. Oyster Management Limited (Oyster) The Fund invests in Property Investment Vehicles
invests the money in assets, such as commercial, retail managed by Oyster as well as purchasing its own
and industrial property and investments in entities that commercial properties. It uses bank funding to assist
own property, and takes fees. The assets and fees are with the purchase of its own directly owned commercial
described in this document. By investing in this Scheme, property portfolio. The Property Investment Vehicles that
you are relying on the investment decisions of Oyster the Fund has invested in have their own bank funding.
and returns from the assets that the Scheme invests in.
This is a continuous offer PDS under which the Fund
There is a risk that you may lose some or all of the
will accept subscriptions from investors throughout
money you invest.
the year. The monies raised will be used to acquire
further Property Investments for the Fund, pay costs
WHO MANAGES THIS SCHEME?
incurred in relation to those investments and go towards
Oyster Management Limited manages the Oyster the Fund’s working capital. Working capital is used
Direct Property Fund (Fund). to fund capital expenditure and redemptions, repay
bank borrowings, pay the expenses of the Fund, and
Section 9 of this PDS includes further details of Oyster
in some circumstances, pay distributions and Oyster’s
and others involved in the Fund.
performance fee.
INVESTMENT OBJECTIVES
Commercial property is a long term investment.
The primary objectives of the Fund are to:
Provide investors with a stable monthly income
stream;
Grow the Fund’s investment portfolio by making
Property Investments; and
Increase the net asset value of the Fund and as a
consequence provide the potential for capital growth
in the value of Investors’ Units
INVESTMENT STRATEGY
To invest directly, or through unlisted property
investment vehicles, in New Zealand commercial
property and grow the Fund’s diversified property
investment portfolio.
PRODUCT DISCLOSURE STATEMENT 1
KEY TERMS OF THE OFFER
Managed Investment Product Units in a managed investment scheme which invests in commercial property
Opening Date 5 October 2016
Closing Date There is no closing date as this is a continuous issue PDS, however Oyster may
close or suspend this Offer at any time. If the Offer is closed or suspended
Oyster will provide a notice on its website and update the offer register.
The most common reason for suspending the Offer will be where the Fund
has surplus cash awaiting investment.
Total Units on Offer Not limited.
Subscriptions1 Minimum subscription for new Investors is $10,000. Minimum subscription for
existing Investors in the Fund is $1,000. Subscriptions received by 3pm three
business days prior to the last calendar day of a month will be processed that
month with Units issued on the first day of the following month. Oyster may
refuse an application that is less than the Minimum Holding.
Unit Price The price to be paid for Units will be the Unit Price at the end of the month
that the subscription is processed. See Section 5 for details.
Minimum Holding1 Transfers and redemptions may not be processed if these will result in an
Investor holding a total number of Units that have a value of less than $10,000.
Cash Distributions Monthly, by the 20th of each month. See page 31 for details.
Minimum Amount No minimum amount is required to be raised under this Offer.
1
he Manager reserves the right to amend the minimum subscription and accept a lower minimum holding. For example, it may do this for
T
Investment platforms and financial service providers.
HOW YOU CAN GET YOUR MONEY OUT KEY DRIVERS OF RETURNS
The Fund offers monthly redemptions of Units. The return on your investment is made up of two
Redemptions are limited to the Monthly Available Funds. elements, the income of the Fund and any capital growth.
Oyster may suspend redemptions. The Repayment Price
reflects the Unit Price at the end of the relevant month Income
less any tax owing by the Investor. Refer to page 22 The Fund’s primary sources of income are distributions
for details. received from the Property Investment Vehicles and
rental income from tenants of directly owned Properties.
For details on the calculation of the Unit Price refer to
From this income the Fund pays its operating expenses
page 28.
including the operating costs of the directly owned
Your investment in these Units can be sold but there Properties and interest on its Bank Loans.
is no established market for trading these financial
products. This means that you may not be able to find
a buyer for your investment.
2 OYSTER DIRECT PROPERTY FUND
Capital Growth leases. The same factors apply to any Property owned
The change in value of a Unit is tied to the change by the Fund. A change in value of a Unit will be realised
in value of the Property Investments. The value of when it is redeemed.
the underlying properties in the Property Investment
The key strategies and plans in relation to the returns
Vehicles is influenced by the property market, changes
from the Fund are detailed on page 12.
in rental paid by tenants and the remaining term of the
OYSTER DIRECT PROPERTY FUND’S FINANCIAL INFORMATION
The key ratios and other measures that Oyster considers provide the most useful indication of the ongoing financial
position and performance of the Fund are:
Weighted Average Lease Term This is the average length of term to run on leases across
7.35 years
(WALT) at 30 September 2021 the Fund’s Property Investments.
Weighted Average Portfolio This is the average amount of space that is leased across
98.33%
Occupancy at 30 September 2021 the Fund’s Property Investments.
Distributions paid for 6.3 cents
This is the cash distribution to Investors for the period.
the 12 months ended per Unit
30 September 2021
(0.5250 cents per Unit per month) per annum
Note that past performance is not indicative of future performance.
GEARING AND INTEREST COVER RATIOS
Audited financial statements for the Unaudited financial statements for the
year ending 31 March 2021 6 months ending 30 September 2021
Look Look
Fund Fund
Through Through
Gearing Ratio 8.7% 38.3% 23.5% 47.3%
Interest Cover Ratio 7.90 3.72 9.69 3.48
The ‘Gearing Ratio’ is how much the Fund owes (the Loans. The higher the ratio, the more comfortably the
Bank Loans) as a portion of its total assets. The higher Fund’s income can cover any interest owing.
the Gearing Ratio, the greater the Fund’s exposure to
The ‘Look Through’ ratios combine the Bank Loans
risk from movements in interest rates or the requirement
with the bank debt in each of the Property Investment
to repay the Bank Loans should they not be able to be Vehicles. This is a useful indicator of the total debt
renewed or refinanced on expiry. exposure for the Fund.
The ‘Interest Cover Ratio’ tells you how much of the For the details of the Fund’s policy on look through bank
Fund’s income is used to pay the interest on the Bank debt see ‘SIPO Summary’ on page 7.
PRODUCT DISCLOSURE STATEMENT 3
PROPERTY INVESTMENTS COVID-19
The Fund has Property Investments which total The Fund’s income from its Property Investments
$214,411,149 (as at 30 September 2021); see pages 14 is dependent on the rental paid by tenants under
to 19 for details. leases of commercial property. Many of the leases
contain ‘no access clauses’ that entitle the tenants to
a reasonable abatement of rent should they be unable
PROPERTY INVESTMENTS BY SECTOR
to trade from their premises. The Government has also
as at 30 September 2021
proposed an amendment to the Property Law Act 2007
Industrial inserting a clause into commercial leases requiring a
$67.2M
‘fair proportion’ of rent to be paid where a tenant has
been unable to fully conduct their business in their
Large
Office
Format Retail
premises due to COVID-19 restrictions.
$96.2M $37.7M
Reduction in Rental Income
Retail
$13.3M Providing tenants rental abatements would decrease the
rental income the Fund receives during the period of
lockdown.
KEY RISKS OF THIS INVESTMENT Tenant Failure
Investments in managed investment schemes are risky. The inability for tenants to fully operate during periods
You should consider whether the degree of uncertainty of lockdown reduces their income and potentially the
about the Fund’s future performance and returns is viability of their business. Tenant failure can lead to
suitable for you. The price of these Units should reflect vacancies within the Property Portfolio which can impact
the potential returns and the particular risks of these the Fund’s income and effect property values.
Units. Oyster considers that the most significant risk
factors that could affect the value of the Units are: INTEREST RATES
The Fund’s primary expense is the interest payable
LIQUIDITY under the Bank Loans. This is also the primary expense
You may redeem your Units. Redemptions of Units for the Property Investment Vehicles.
are processed monthly. The redemptions processed
An increase in interest rates will have an impact on the
monthly are limited to the Monthly Available Funds.
distributions received from the Property Investment
This is the amount that the Fund will have available to
Vehicles and the amount of distributions payable by
pay for redemptions. If redemption requests exceed
the Fund.
the Monthly Available Funds redemptions will be
processed on a pro-rata basis up to the Monthly The impact on the distribution levels of any increase in
Available Funds limit. interest rates would be dependent on the extent of the
movement in the rates.
Your Units can be sold or transferred to a third party
but there is no established market for trading the Units. This summary does not cover all of the risks. You should
This means that you may not be able to find a buyer for also read Section 6 of this PDS on page 32.
your investment.
4 OYSTER DIRECT PROPERTY FUND
WHAT FEES WILL YOU PAY?
The table below summarises the fees and expenses that the Fund has been charged. Further information about
fees is set out in Section 7 of this PDS. Investors should note the different methods for calculating the fees,
such as a percentage of Adjusted Net Asset Value or total assets. These historical fees are not necessarily
indicative of future fees.
Audited financial statements Unaudited financial statements
Fees & Expenses Paid to Oyster
for the year ending for the 6 months ending
and its Associated Persons
31 March 2021 30 September 2021
Fees paid by this Fund 4,528,566* 1,443,888
Fund's share of Fees paid by the
2,026,145 1,317,683
Property Investment Vehicles
Fund's share of Total Fees
and Expenses Paid to Oyster 6,554,711 2,761,572
and Associated Persons
Audited financial statements Unaudited financial statements
Fees & Expenses Paid to Others for the year ending for the 6 months ending
31 March 2021 30 September 2021
Other Fees paid by this Fund 1,311,007 1,139,758
Fund's share of Other Fees paid
3,617,768 2,676,725
by the Property Investment Vehicles
Fund's share of Fees
4,928,775 3,816,483
& Expenses Paid to Others
Fund's share of Total Fees
11,483,486 6,578,055
& Expenses Paid
As a % of Net Assets 8.02% 3.99%
Fees payable to Oyster (which are not included in the table above)
Termination Fee If the Fund is terminated a fee of 1.75% (plus GST) of the gross value
of all Relevant Assets is payable. This fee is only paid when the Fund is
wound-up and therefore is not included in the table above.
Includes the Performance Fee
*
HOW WILL YOUR INVESTMENT BE TAXED? To determine your PIR, go to the Inland Revenue
Department’s website
The Fund is a Portfolio Investment Entity (PIE). The
www.ird.govt.nz/roles/portfolio-investment-entities/
amount of tax you pay in respect of a PIE is based on
find-my-prescribed-investor-rate.
your prescribed investor rate (PIR).
See Section 8 of this PDS on page 45 for more
information.
PRODUCT DISCLOSURE STATEMENT 5
Cider Building - 4 Williamson Avenue, Ponsonby, Auckland
TABLE OF CONTENTS
1. Key information summary 1 8. Tax 45
2. What Oyster Direct Property Fund invests in 7 9. About Oyster Management Limited
and others involved in the Oyster Direct
3. Terms of the Offer 22
Property Fund 47
4. How Oyster Direct Property Fund works 25
10. How to complain 48
5. Oyster Direct Property Fund’s financial
11. Where you can find more information 49
information 26
12. How to apply 49
6. Risks to returns from Oyster Direct
Property Fund 32 Glossary 50
7. What are the fees? 37 Directory Back cover
6 OYSTER DIRECT PROPERTY FUND
2. WHAT OYSTER DIRECT PROPERTY FUND INVESTS IN
KEY FEATURES OF THE FUND It is the policy of the Fund to limit direct borrowing
and look through debt from its investments in Property
1. SIPO SUMMARY
Investment Vehicles to 50% of the aggregate value of
The Fund has a Summary of Investment Policies and the assets of the Fund. Look through debt is the debt
Objectives (SIPO); a summary of the SIPO follows. of any Property Investment Vehicles that the Fund has
invested in.
The most current version of the SIPO dated
31 March 2021 can be found in the scheme register
a. Investment Strategy
at www.disclose-register.companiesoffice.govt.nz.
Authorised Investments
The Fund holds a diversified commercial property
The only authorised investments are:
investment portfolio. The Fund invests in Property
Investment Vehicles managed by Oyster as well as Asset Class Commercial property, interests
purchasing its own commercial properties. in unlisted property investment
vehicles whose primary assets are
Commercial property is a long term investment. commercial property, interest rate
swap agreements and cash
The primary objectives of the Fund are to:
Sectors Industrial, Retail and Office
Provide investors with a stable monthly income
stream; Geographical New Zealand major metropolitan
Location and regional centres
Grow the Fund’s investment portfolio by making
Property Investments; and
Sector Target Total Assets Allocation
Increase the net asset value of the Fund and as a
consequence provide the potential for capital growth Commercial 80%-100%
Property
in the value of Investors’ Units.
and interests
in unlisted
The Fund intends to continue growing its portfolio of
Property
commercial property investments to establish greater Investment
economies of scale and diversification for Investors. It Vehicles
will buy and sell Property Investments in accordance with
Interest 0%-10%
the investment strategy detailed below. Rate Swap
Agreements
The Fund has a preference to obtain its industrial
asset exposure through investing in Oyster Industrial Cash 0%-20%
Limited. Where a new industrial property is identified
the Fund’s preference is to purchase further shares
in Oyster Industrial Limited, rather than purchase the
property itself.
The Fund has a policy that no single investment is to be
more than 20% of the value of the Fund’s Total Assets or
$20 million, whichever is greater.
PRODUCT DISCLOSURE STATEMENT 7
b. Investment Performance Monitoring Oyster provides every Investor with the Fund’s audited
financial statements within three months following
Oyster provides regular reports to the board of the
the end of the Fund’s financial year and the half yearly
Manager detailing:
financial statements within three months following the
a. accounting information over the period including end of each half year.
a balance sheet and transaction details;
c. SIPO and Investment Strategy Review
b.
Interest Times Cover and Loan to Value Ratio (as
defined in the bank loan facility) and compliance The SIPO and investment strategy for the Fund will be
with other bank covenants; reviewed at least annually, or as otherwise required,
by Oyster’s Board in relation to market conditions and
c. Forecast financial information; and
regulatory requirements.
d. key fund metrics.
If the SIPO or investment strategy is to be amended
The Trust Deed requires that key compliance items and or updated, the Manager will liaise with the Supervisor
fund metrics are reported on a quarterly basis to the as required. Investors will be advised of any material
Supervisor. change to the SIPO.
Oyster provides Quarterly Reports to Investors which
provide a summary of the performance of the Fund as at
the end of the quarter.
33 Corinthian Drive - Albany, Auckland
8 OYSTER DIRECT PROPERTY FUND2. FUNDS MANAGEMENT as a manager of a scheme it has a duty to act in the best
a. The Manager interests of the investors in that scheme. For details on
how Oyster will deal with conflicts of interest refer to
Oyster has been appointed in the Trust Deed to manage Section 4, ‘Related Party Benefits’ on page 25.
and administer the Fund on behalf of Investors. Oyster
will, on behalf of the Fund, carry out the day-to-day Oyster will continue as manager of the Fund until it
activities that are required for the Fund to operate. retires or is removed from office. Under the Trust Deed
These duties include managing monthly distributions, the manager can be removed by:
redemptions, investor communications, administering The High Court, pursuant to section 209 of the
creditors and debtors, review and purchase of Financial Markets Act 2013 (on application by the
Property Investments, arranging bank debt, property Supervisor or an Investor).
management of direct property, and compliance with
The Supervisor (for material breach of its obligations
relevant legislation and regulations.
or duties, or if it is in the best interests of the Investors
Oyster is licensed to manage other managed investment that the manager be removed).
schemes; which are property syndicates/ real property
The Investors by special resolution.
proportionate ownership schemes, and managed
investment schemes – managed funds; where the See clause 18 of the Trust Deed for full details. No fees
managed funds are invested solely in real property (other than all management fees due to the manager
(listed and unlisted). Oyster manages a number of other up to the date the manager is removed pursuant to the
schemes for investors as well as the Fund. Its duties as Trust Deed) are payable to the manager on removal
manager of other properties and schemes are separate from office.
to its duties as manager of this Fund. When it is acting
51 Corinthian Drive – Albany, Auckland
PRODUCT DISCLOSURE STATEMENT 9OYSTER MANAGEMENT STAFF
Key personnel involved in management of the Fund are:
Mark Schiele – Chief Executive Officer
Mark is responsible for overseeing all of Oyster’s operations and implementing
Oyster’s agreed strategy. Mark is a Director of Oyster. Prior to his time with Oyster,
Mark held various management positions with Challenge Properties, St Lukes
Group, Richard Ellis and Westfield. In 1997, he joined Prime Retail Management
Limited as General Manager and was appointed to the Board in 2001. Mark
completed a Bachelor of Property Administration degree at the University of
Auckland in 1991.
Rachel Barr – Chief Financial Officer
Rachel leads Oyster’s Finance Team and is responsible for financial management
and reporting, capital and cash flow management, and taxation compliance functions.
She has over 20 years’ experience working in accounting and finance roles in both
New Zealand and the UK. She worked for nine years at NZX-listed Goodman
Property Trust where, during that time, Goodman grew from managing $250M in
property assets to managing over $2 billion in property assets. In the UK, she gained
fund management experience with Rockspring Property Investment Managers,
working on various Pan-European property funds. Rachel is CA qualified and holds a
Bachelor of Commerce degree from the University of Auckland, with a double major
in Financial Accounting and Commercial Law.
James Molloy – General Manager Investment
James joined Oyster in 2010 as a Retail Leasing Executive, and subsequently moved
into equity raising and transactions roles. As General Manager – Investment, James
executes the strategy for investment decisions made by Oyster. He is responsible
for the creation of fund structures, acquiring and divesting of assets, and securing
the appropriate equity for investments through Oyster’s retail, wholesale and capital
partner networks. James oversees Oyster’s Transaction, Investor Relations and Equity
Raising teams. Previous to his time with Oyster, James spent two years representing
national retail brands such as Kathmandu, Warehouse Stationery, Noel Leeming
Group and Bendon, where he provided strategic property advice to help optimise
the performance of their businesses. James was recognised with the New Zealand
Property Council’s GreensceneNZ Sheree Cooney Memorial Award – Young Achiever
of the Year in 2017. He holds a Bachelor of Property degree from the University of
Auckland and is a member of the Royal Institute of Chartered Surveyors.
10 OYSTER DIRECT PROPERTY FUNDSteven Harris – General Manager Property
Steven joined Oyster in 2012 and is responsible for the strategic direction of Oyster’s
entire property portfolio. Steven provides consistent asset management processes,
strategy and leadership to the entire property team. Prior to his time with Oyster,
Steven was a commercial property valuer at CBRE for six years which, combined
with his more recent Oyster experience, enables him to offer expertise in what
drives the value of commercial property. Steven completed a Bachelor of Property
at the University of Auckland in 2005, and is a member of the Property Institute of
New Zealand.
Ian Hasell – General Counsel and Company Secretary
Ian is responsible for the legal and regulatory affairs of Oyster, ensuring legal
compliance and limiting risk exposure. Ian has over 20 years’ experience providing
in-house legal advice to corporates, including five years at Mitre 10 New Zealand as
Associate Legal Counsel and Privacy Officer. Prior to that, Ian spent 14 years at DNZ
Property Group, with the last six years as General Manager Corporate Services where
he undertook a wide range of legal and compliance work ranging from prospectus
preparation and registration, to compliance and governance processes. Ian holds
Bachelor of Laws and Bachelor of Arts degrees from the University of Canterbury and
is a Member of the New Zealand Law Society and a past president of the Inhouse
Lawyers Association of New Zealand.
Rich Lyons – Retail Investment Manager
Rich joined Oyster in 2017. As Retail Investment Manager, Rich is responsible for
the performance and management of the Oyster Direct Property Fund. In addition,
Rich is responsible for overseeing both retail and wholesale equity raising for Oyster
transactions, the increased growth of Oyster’s investors and continuing to improve
Oyster’s service offering to investors. Prior to joining Oyster, Rich spent 8 years
working in various property and banking roles, including within Westpac’s specialist
property finance unit where he specialised in assessing feasibility for financing
property developments and property investments for fund managers, developers
and high net worth clients. Rich holds a Bachelor of Business degree from Massey
University, majoring in Property Valuation.
PRODUCT DISCLOSURE STATEMENT 113. PURPOSE OF THE OFFER and proactive preventative maintenance to extend the
The purpose of this Offer is to enable the Fund to life of building services. Planned major capital works
are included in long term budgets and where possible
purchase further Property Investments and pay the
working capital will be accumulated over time to pay
costs and expenses incurred in relation to the acquisition
for these works.
of these investments. The Fund invests in Property
Investment Vehicles managed by Oyster as well as
3. Bank Loan Interest
purchasing its own commercial properties. Bank funding
This is usually the largest expense for a property
will be used to assist with the purchase of Property
owner. An increase in interest rates will have an
Investments, subject to the borrowing limits in the SIPO
impact on the distributions received from the Property
and the bank facility documents. The funds raised will
Investment Vehicles and the amount of distributions
be held as cash until a suitable Property Investment has
payable by the Fund. The impact on the distribution
been identified. Funds raised will also go towards the
levels of any increase in interest rates would be
Fund’s working capital, which is used to fund capital
dependent on the extent of the movement in the
expenditure and redemptions, repay bank borrowings, rates. Interest rate risk can be managed by fixing
pay the expenses of the Fund and in some circumstances the interest rate for a period on all or part of a loan.
pay distributions and Oyster’s performance fee. Oyster will regularly review the bank loans in the
There is no minimum amount that needs to be raised Property Investment Vehicles and the Fund and assess
by this Offer before Units in the Fund are issued. The whether fixing interest rates is of benefit.
Offer is not underwritten. Given that the purpose of this
4. Property Value
Offer is to purchase further Property Investments, the
The net asset value of a Property Investment Vehicle
use of the money raised under the Offer (together with
is primarily influenced by the market value of the
other sources of finance) will not change depending on
properties held by the Property Investment Vehicle.
the total amount of money that is raised.
The market value will be influenced by factors such as
the remaining lease term, changes in the rental and
4. FUTURE PERFORMANCE OF THE FUND
market conditions. This applies to any Property owned
The financial performance of the Fund is closely tied to by the Fund as well. Keeping vacancy low, ensuring
the performance of its Property Investments. Whether leases are renewed and driving rental growth are all
these Property Investments are Properties owned by strategies that Oyster will undertake to support the
the Fund or investment in Property Investment Vehicles value of the Property Investments.
the key factors that determine their performance are
the same: 5. NATURE OF RETURNS
1. Rental Income The return on your investment is made up of two
Oyster proactively manages existing lease obligations elements: the income of the Fund and capital growth.
to ensure occupancy and rental growth opportunities
a. Income
are optimised.
The Fund’s primary sources of income are distributions
2. Capital expenditure and operating expenses received from the Property Investment Vehicles and
Expenses for repairs and maintenance to the rental income from any Property purchased. Where a
Property and any operating expenses which are not Property has been purchased by the Fund the rental
recoverable from tenants will have an impact on income from the tenants and the operating costs for
cashflow. These expenses can be managed through running the Property determines the income from this
negotiating service contracts for regular maintenance investment. From the Fund’s income the Fund will pay
12 OYSTER DIRECT PROPERTY FUNDits expenses. These include the fees paid to Oyster, the Investment Vehicles will be influenced by the property
Supervisor, auditor and registry. A full list of the fees market, changes in rental paid by tenants and the
paid by the Fund can be found in Section 7 on page 37 remaining term of the leases of the property. The
of this PDS. You will pay tax on your share of the profit same factors apply to any Property owned by the
of the Fund at your nominated PIE tax rate, and that tax Fund. When a Property is valued the valuation will
will be deducted from your monthly cash distribution. change the asset value of the Property Investment
Vehicle. This change in value of a Property Investment
b. Capital Growth
will be reflected in the assets of the Fund and change
The change in value of a Unit in the Fund is tied to
the Unit Price. Any change in value of a Unit will be
the change in value of its Property Investments. The
realised when you redeem your Unit.
value of the underlying properties in the Property
6. PROPERTY INVESTMENTS SECTOR DIVERSIFICATION
by proportion of assets
The following tables provide the key information
on each of the Property Investments which the
Industrial
Fund has investments in as at 30 September 2021. 31.3%
Investment Portfolio
Large
Office
Format Retail
Weighted Average Portfolio Occupancy: 98.33% 44.9% 17.6%
Weighted Average Lease Term: 7.35 years
Retail
6.2%
GEOGRAPHICAL DIVERSIFICATION (by region)
by proportion of assets
Christchurch
15.5%
Auckland Tauranga
53.9% 1.3%
Wellington
Hamilton 25.6%
3.7%
PRODUCT DISCLOSURE STATEMENT 13PROPERTY INVESTMENT VEHICLES
100 Harris Road, East Tāmaki, Auckland 106 – 110 Jackson Street, Petone, Lower Hutt 51 Corinthian Drive, Albany, Auckland
185-187 Universal Drive, Henderson, Auckland 618 Cameron Road, Tauranga 186 Lincoln Road, Henderson, Auckland
4 Williamson Avenue, Ponsonby, Auckland 600 - 604 Great South Road, Ellerslie, Auckland Pukekohe
12 Mega
Wrightson POS
Way, Pukekohe
33 Corinthian Drive, Albany, Auckland 101 McLaughlins Road, Wiri, Auckland
14 OYSTER DIRECT PROPERTY FUNDPROPERTY INVESTMENT VEHICLES (continued)
12 Harbour Ridge Drive, Wiri, Auckland 75 Wainui Road, Lower Hutt 14-16 Makaro Street, Porirua
71 Westney Road, Māngere, Auckland 77 Westney Road, Māngere, Auckland 25 The Terrace, Wellington
17, 19 & 21 Homestraight, Te Rapa, Hamilton 181 Grafton Road, Grafton, Auckland Pukekohe
9-11 Corinthian
MegaDrive,
POS Albany, Auckland
260 Oteha Valley Road, Albany, Auckland
PRODUCT DISCLOSURE STATEMENT 15The following tables provide the key information on each of the Property Investments which the Fund has investments
in as at 30 September 2021. All of the Properties in these tables were last independently valued at 31 March 2021.
Apart from the Properties owned by Oyster Industrial Limited which were last independently valued on either 30 or
31 July 2021 and Oyster Large Format Retail Fund on 19 February 2021.
Occupancy
Property Property Fund’s
WALT
Investment Value Asset Fund’s Holding
Vehicles Address & Description Major Tenants (Book Value) Class Holding ($) (%)
100 Harris 100 Harris Road, VIP Plastic $40,550,000 4.03 100% Industrial $11,118,824 36.0%
POS East Tāmaki, Auckland Packaging (NZ) Ltd
The property comprises
a large scale industrial
property in the
established Auckland
industrial suburb of
East Tāmaki.
Jackson 106-110 Jackson Street, TAB New Zealand $13,500,000 1.85 100% Office $801,821 9.0%
Petone Petone, Wellington
POS
The property comprises
a five level commercial
office building with
basement.
51 Corinthian 51 Corinthian Drive, Westpac (NZ) $20,800,000 2.12 68.3% 76% Office $1,225,493 9.1%
POS Albany, Auckland Investments Ltd
24% Retail
A four level office
building occupying a
high profile position in
Albany with onsite car
parking.
Universal 185-187 Universal Drive, General Distributors $30,500,000 14.08 100% Large $5,517,594 26.7%
Drive POS Henderson, Auckland Ltd (Countdown) Format
Retail
A purpose built
supermarket on the
high profile corner of
one of West Auckland’s
major arterial roads –
Lincoln Road.
C&C 618 Cameron Road, General Distributors $16,250,000 0.92 100% Large $2,688,849 23.0%
POS Tauranga Ltd (Countdown) Format
Retail
A Countdown
supermarket located
in Tauranga.
Henderson 186 Lincoln Road, Mitre 10 $48,500,000 7.50 100% Large $10,990,039 30.7%
Mega Henderson, Auckland (New Zealand) Ltd Format
POS Retail
A Mitre 10 MEGA trade
retail store located in
the Auckland suburb of
Henderson.
Cider 4 Williamson Avenue, General Distributors $123,350,000 8.05 100% 61% Office $16,859,271 22.0%
POS Ponsonby, Auckland Ltd (Countdown)
32% Large
The Cider Building Stuff Ltd Format
comprises a mixed use UP Education Ltd Retail
commercial development
providing three levels Williamson Street 7% Retail
of office space, a Centre Ltd (Regus)
Countdown Supermarket,
retail units to both
Williamson Avenue
and Pollen Street and
basement carparking.
16 OYSTER DIRECT PROPERTY FUNDOccupancy
Property Property Fund’s
WALT
Investment Value Asset Fund’s Holding
Vehicles Address & Description Major Tenants (Book Value) Class Holding ($) (%)
Millennium 600-604 Great South Siemens (N.Z.) Ltd $270,000,000 4.08 92.5% 97% Office $20,355,175 12.9%
Centre Road, Ellerslie, Auckland
L’Oréal 3% Retail
POS
The Millennium Centre New Zealand Ltd
comprises a large Griffin’s Foods Ltd
commercial office park
consisting of seven free Avis Rent A Car Ltd
standing office buildings Bridgestone
together with a carpark New Zealand Ltd
building.
Toyota Finance
New Zealand Ltd
EnviroWaste
Services Ltd
Z Energy Ltd
St John New Zealand
Pukekohe 12 Wrightson Way, Mitre 10 $26,900,000 13.18 100% Large $736,809 3.6%
Mega Pukekohe, Auckland (New Zealand) Ltd Format
POS Retail
A Mitre 10 MEGA trade
retail store located in
the Auckland region of
Pukekohe.
33 Corinthian 33 Corinthian Drive, ASB Bank Ltd $62,000,000 4.04 100% Office $8,829,754 23.4%
POS Albany, Auckland
C:Drive is an award
winning architecturally
designed office building.
Oyster 101 McLaughlins Road, Cardinal Logistics $148,850,000 9.28 100% Industrial $16,305,836 19.9%
Industrial Wiri, Auckland Ltd
Limited
12 Harbour Ridge Drive, Plumbing World Ltd
Wiri, Auckland NBL (New Zealand)
75 Wainui Road, Ltd
Lower Hutt, Wellington Downer
New Zealand Ltd
14-16 Makaro Street,
Porirua, Wellington Alto Packaging Ltd
71 Westney Road,
Māngere, Auckland
77 Westney Road,
Māngere, Auckland*
Oyster Industrial Limited
owns a diversified
portfolio of industrial
property which it intends
to grow with the purchase
of additional properties.
Pastoral 25 The Terrace, Ministry of $84,000,000 12.23 100% 92% Office $9,973,642 20.6%
House POS Wellington Business, Innovation
& Employment 8% Retail
The property comprises
an 18 storey office
building in downtown
Wellington and retail
tenancies.
* 77 Westney Road was purchased on 29 October 2021 and is not included in the figures in this PDS.
PRODUCT DISCLOSURE STATEMENT 17Occupancy
Property Property Fund’s
WALT
Investment Value Asset Fund’s Holding
Vehicles Address & Description Major Tenants (Book Value) Class Holding ($) (%)
Home Straight 17, 19 & 21 Ministry of Education $72,500,000 4.61 98.6% 78% Office $7,843,312 19.9%
Park POS Homestraight, Te Rapa,
RD1 Limited 22% Retail
Hamilton
Hamilton City (includes
The properties comprise Fitness Ltd gym)
three office buildings
with some ground Inland Revenue
floor retail tenants in Combined
the commercial area of Technologies Ltd
Te Rapa, Hamilton.
181 Grafton 181 Grafton Road, Orion Systems $27,500,000 6.49 100% Office $2,389,610 14.8%
POS Grafton, Auckland International Ltd
This is a two level office
building in the Auckland
suburb of Grafton.
9 Corinthian 9-11 Corinthian Drive, Ministry of Justice $39,200,000 3.65 94.9% 76% Office $2,332,155 10.6%
POS Albany, Auckland
New Zealand 24% Retail
The property comprises Health Group Ltd
a five level commercial Massey University
building providing
suburban office
accommodation,
ground floor retail and
basement car parking
in the Auckland suburb
of Albany.
Oyster 260 Oteha Valley Road, Mitre 10 $88,000,000 7.24 100% 89% Large $13,867,965 28.7%
Large Format Albany, Auckland (New Zealand) Ltd Format
Retail Fund Retail
A high profile site with Freedom Furniture
three road frontages, the (New Zealand) Ltd 11% Office
property comprises two Danske Mobler Ltd
levels of large format
retail, third floor office NZX Ltd
and multi-level onsite E Road Ltd
car parks.
18 OYSTER DIRECT PROPERTY FUNDDIRECTLY OWNED PROPERTIES
223-231 Tuam Street, Christchurch 12 Newlands Road, Newlands, Wellington
6 Hurring Place, Newlands, Wellington 107 Harris Road, East Tāmaki, Auckland
The Fund’s holding is 100% in each of the following Properties. All of the Properties in this table were last independently
valued at 30 September 2021.
Occupancy
Directly Property Net
WALT
Owned Value Asset Lettable
Properties Address & Description Major Tenants (Book Value) Class Land Area Area
223-231 Tuam 223-231 Tuam Street, Kathmandu Ltd $33,150,000 10.67 100% Office 1,683 sqm 4,637 sqm
Street Christchurch
The property comprises
a three-level office
building.
12 Newlands 12 Newlands Road, Newlands $17,625,000 12.03 100% 92% 10,705 sqm 4,563 sqm
Road Newlands, Wellington Cityfitness Ltd Industrial
The property comprises a 8% Office
warehouse building and a
two level office annex.
6 Hurring 6 Hurring Place, New Zealand $19,200,000 4.07 100% Industrial 12,784 sqm 4,927 sqm
Place Newlands, Wellington Defence Force
Fire & Emergency
The property comprises
New Zealand
mixed use warehouse
and office.
107 Harris 107 Harris Road, East Wesfarmers $12,600,000 1.73 88.48% 65% Retail 8,093 sqm 3,034 sqm
Road Tāmaki, Auckland Industrial & Safety
NZ Ltd 35%
The property provides Industrial
Rexel New Zealand
a combination of
Ltd (Ideal Electrical)
warehouse, office and
trade retail. Floor Decor Ltd
(Choice Carpets)
PRODUCT DISCLOSURE STATEMENT 19Note on valuation of Property The values used in the tables on pages 16 to 19 are the book values of the properties owned by the Property Investment Vehicles and the Fund as at 30 September 2021. See page 29 for details on the pricing of the Property Investment Vehicles and property valuations. 33 Corinthian Drive - Albany, Auckland 20 OYSTER DIRECT PROPERTY FUND
7. BORROWINGS The Bank Loans are secured by first ranking mortgages
over 107 Harris Road, East Tāmaki, Auckland,
Under the Trust Deed the Fund may enter into bank
12 Newlands Road, Wellington, 6 Hurring Place,
loan facilities of up to 50% of the aggregate value of the
Ngauranga, Wellington and 223-231 Tuam Street,
assets of the Fund. Bank borrowings are used to provide
Christchurch. There is also a general security deed
the Fund with the ability to purchase larger assets than
over the Fund’s assets. On the wind up of the Fund the
it can by using just its cash reserves. Bank borrowing will
Bank Loans rank in priority ahead of the Interests issued
only be used if it is of benefit to the Fund.
to Investors.
The Fund’s bank facilities with the ASB Bank are: The Bank Loans will require refinancing if not repaid
prior to their expiry.
Description Term Loan 1
Interest rate risk can be managed by fixing the interest
Loan $39,130,000
rate for a period on all or part of a loan. Oyster regularly
Interest Rate BKBM rate plus a margin of 2.05% reviews the bank loans in the Property Investment
(indicative rate 2.685%)
Vehicles and in the Fund to assess whether fixing interest
Term Expires 28 June 2024 rates is of benefit.
Description Term Loan 2
Loan $13,370,000
Interest Rate BKBM rate plus a margin of 2.20%
(indicative rate 2.835%)
Term Expires 29 July 2022
The financial covenants under the bank facilities are:
Loan to (i) not exceed 75% at all times for the
Value Ratio period to 29 January 2022;
for Loan*
(ii) not exceed 65% at all times for the
period from 30 January 2022 to
29 July 2022; and
(iii) not exceed 55% at all times for
the period from 30 July 2022 and
thereafter.
Interest To be not less than 2.50 times
cover ratio
for Loan
*The loan to value ratio used by the Bank is calculated on the valuations
of the directly owned properties secured by the Bank Loans. This
is different to the Gearing Ratio stated elsewhere in this PDS which
is calculated on the Fund’s total assets.
12 Harbour Ridge Drive - Wiri, Auckland
PRODUCT DISCLOSURE STATEMENT 213. TERMS OF THE OFFER
Managed Investment Product Units in a managed investment scheme which invests in commercial property
Opening Date 5 October 2016
Closing Date There is no closing date as this is a continuous issue PDS however Oyster may
close or suspend this Offer at any time. If the Offer is closed or suspended
Oyster will provide a notice on its website and update the offer register.
The most common reason for suspending the Offer will be where the Fund
has a surplus of cash awaiting investment.
Total Units on Offer Not limited.
Subscriptions1 Minimum subscription for new Investors is $10,000. Minimum subscription for
existing Investors in the Fund is $1,000. Subscriptions received by 3pm three
business days prior to the last calendar day of a month will be processed that
month with Units issued on the first day of the following month. Oyster may
refuse an application that is less than the Minimum Holding.
Unit Price The price to be paid for Units may be the Unit Price at the end of the month
that the subscription is processed. See Section 5 for more details.
Minimum Holding1 Transfers and redemptions may not be processed if these will result in an Investor
holding a number of Units that have the value of less than $10,000.
Cash Distributions Monthly, by the 20th of each month. See page 31 for more details.
Minimum Amount No minimum amount is required to be raised under this Offer.
1
he Manager reserves the right to amend the minimum subscription and accept a lower minimum holding. For example, it may do this for
T
Investment platforms and financial service providers.
Applications for Units can be made by registering RIGHT TO SELL UNITS
your interest for the PDS and application form at
The Fund offers monthly redemptions of Units.
www.oyster-dpf.co.nz. Note that applications once
Oyster may suspend redemptions at any time.
made cannot be withdrawn.
1. Processed Monthly – If you wish to redeem your
Applications must be accompanied by payment of
Units you will need to contact Oyster and complete a
the full subscription amount. Payment must be made
redemption request. All redemption requests received
by direct credit.
by Oyster by 3pm three business days prior to the last
calendar day of a month will be processed that month.
Any redemption requests received after that time
will be processed at the end of the following month,
subject to available funds, see point 5.
22 OYSTER DIRECT PROPERTY FUND2. Payments – Payments for redeemed Units will be paid Your investment in the Fund can be sold or transferred
by the 20th of the month following redemption. to a third party but there is no established market for
trading these financial products. This means that you
3. The Repayment Price – is the Unit Price at the end of
may not be able to find a buyer for your investment. You
the relevant month less any tax owing by the Investor.
may sell your Interest to any person so long as you have
paid all monies owing in relation to the Fund and you are
4. Minimum Holding – If you want to redeem less than
not in breach of the terms of the Trust Deed. You will be
your full holding of Units you will need to hold at least
responsible for all costs in connection with the transfer.
the Minimum Holding of Units after the redemption is
processed. The Minimum Holding is currently $10,000
of Units. For example, an Investor with $15,000 of Units PRICING OF UNITS
could redeem up to $5,000 of Units and still hold at Unit Prices are determined monthly on the last day of
least $10,000 of Units after the redemption. the month using the Adjusted Net Asset Value of the Fund.
The Manager reserves the right to amend the The Adjusted Net Asset Value of the Fund is calculated
minimum subscription and accept a lower minimum using the ‘Total equity’ from the Fund’s management
holding. For example, it may do this for Investment accounts and making adjustments to take into account
platforms and financial service providers. the Fund’s investment activity. These adjustments are
not reflected in the Fund’s audited financial statements
5. Limitation – The amount of redemptions that will and management accounts. In doing this, Oyster aims to
be processed in a month are limited to the Monthly spread the cost of buying and selling assets to Investors
Available Funds. This is the amount of cash that the in the Fund over time.
Fund will have available to pay for redemptions. If
More information on Unit Prices can be found in the
redemption requests exceed the Monthly Available
Trust Deed and on page 28 in Section 5 under the
Funds redemptions will be processed on a pro-rata
heading ‘Pricing of Units’.
basis up to the Monthly Available Funds limit. Any
remaining redemptions will be processed in the
following month (subject to available funds). In the
event that redemption requests are processed on
a pro-rata basis as above, the Minimum Holding
provisions will not apply to an Investor who has
requested a redemption of all of their Units, but will
be left with a balance of less than $10,000 of Units
after such pro-rata redemption.
MONTHLY AVAILABLE FUNDS
Redemptions will be limited to the Monthly Available
Funds, which are the greater of:
A. 0.5% of the Fund’s net asset value before the date
of payment of the redemption notices; and
B. having regard to the future requirements of the Fund,
an amount determined by Oyster from time to time.
Home Straight Park - 17, 19 & 21 Homestraight,
Te Rapa, Hamilton
PRODUCT DISCLOSURE STATEMENT 23DISTRIBUTIONS When there are short term fluctuations in the Fund’s
income and expenses, in some circumstances the Fund
Cash distributions from the Fund are scheduled to
may pay more than 100% of Adjusted Operating Profit
be paid monthly, by the 20th of the month to your
in a particular month and/or fund cash distributions from
nominated bank account. These distributions are made
the Fund’s working capital. Oyster will only do so where
up of the Fund’s Adjusted Operating Profit and may
this is commercially sustainable over the life of the Fund.
also include any surplus capital of the Fund. Details
on the current monthly cash distribution rate can be The Fund has a distribution reinvestment plan which
found in the Fund’s current Quarterly Update which is allows you to have your cash distribution reinvested as
available on the Oyster Direct Property Fund page at Units each month. Details of the distribution reinvestment
www.oyster-dpf.co.nz. plan can be found in the application form, on the scheme
register at www.disclose-register.companiesoffice.
The amount of cash you receive may vary each month
govt.nz or on the Oyster Direct Property Fund page at
depending on the mix of income and capital within the
www.oyster-dpf.co.nz
distribution, and the tax deducted at your Prescribed
Investor Rate (PIR).
TRUST DEED
Cash distributions are made at the discretion of Oyster.
It is the Fund’s policy to distribute up to 100% of the Further details on the key terms of the Fund and the
Fund’s Adjusted Operating Profit to Investors over the Units can be found in the Trust Deed which can be
medium term. The Fund may pay less than 100% of the found in the scheme register at
Adjusted Operating Profit when monies are required www.disclose-register.companiesoffice.govt.nz.
to fund redemptions, or cash reserves are required to
be built up for a future event, such as planned capital
expenditure for a directly owned Property.
33 Corinthian Drive - Albany, Auckland
24 OYSTER DIRECT PROPERTY FUND4. HOW OYSTER DIRECT PROPERTY FUND WORKS
This is a managed investment scheme. The Fund invests BENEFITS OF INVESTING IN THE FUND
in Property Investment Vehicles managed by Oyster
The benefits of investing in the Fund are:
as well as purchasing its own commercial properties. It
uses bank funding to assist with the purchase of its own the ability to invest in commercial property,
directly owned commercial property portfolio. for a minimum investment amount of $10,000.
The Fund is designed to provide you with access to a your investment in the Fund is passive. The day to
diversified portfolio of quality commercial property. You day management of the Fund (including preparation
invest in the Fund by acquiring Units in the Fund. It will of accounts, arranging maintenance of the directly
take advantage of Oyster’s experience and expertise owned commercial properties, negotiation of leases,
in identifying and managing property investments by liaising with tenants and obtaining bank financing) will
investing in Property Investment Vehicles managed by be undertaken by Oyster.
Oyster and by purchasing directly owned Property. cash distributions are paid monthly.
The investment objective of the Fund is to provide an investment in a diversified commercial
investors with a stable monthly income stream property portfolio.
combined with the potential for capital growth.
The Fund is established under a Trust Deed. The RELATED PARTY BENEFITS
Supervisor is appointed Supervisor of the Fund and Oyster has been appointed as the manager of the
agrees to act in respect of the Fund as trustee for Property Investment Vehicles in which the Fund holds
the Investors, and to hold the Property Investments Interests under the governing documents for each such
as the exclusive property of the Fund in trust solely Property Investment Vehicle. Oyster receives
for the Investors, upon and subject to the terms and management, leasing, accounting and other fees
conditions expressed or implied in the Trust Deed and from these Property Investment Vehicles for acting
any legislation governing the Fund. The Supervisor as manager. These fees are set out in the governing
has nominated Oyster DPF Trustees Limited to be the documents for each Property Investment Vehicle.
Custodian and to hold the assets of the Fund.
Copies of the governing documents can be requested
The Trust Deed covers matters such as the removal of from Oyster.
the manager and the procedure for holding meetings of
The FMCA restricts managers from entering into
Investors. Except for the annual general meeting which
transactions that provide for related party benefits to
must be held, meetings will not be held unless they are
be given, unless they come under any of the permitted
requested by Investors holding not less than 5% of the
exemptions. In addition Oyster has a Code of Conduct
Units or at the direction of Oyster or the Supervisor.
which sets out the rules and procedures that staff and
A copy of the Trust Deed can be found on the scheme
directors must comply with in relation to related party
register at
transactions and conflicts of interests. All contracts
www.disclose-register.companiesoffice.govt.nz.
and leases that the Fund enters into are reviewed for
compliance with the rules on related party transactions
before they are signed. The Code of Conduct is
available on the scheme register at
www.disclose-register.companiesoffice.govt.nz.
PRODUCT DISCLOSURE STATEMENT 255. OYSTER DIRECT PROPERTY FUND’S FINANCIAL INFORMATION
This section provides selected financial information factors out of the control of Oyster. It is very difficult to
about the Fund. Full financial statements are available predict with any certainty the amount of money that
on the scheme register at will be raised.
www.disclose-register.companiesoffice.govt.nz.
The purpose of this Offer is to raise monies to
If you do not understand this sort of financial purchase further Property Investments and pay the
information, you can seek professional advice. acquisition costs for these investments. The size and
number of Property Investments which will be made
Oyster has not provided any prospective financial
by the Fund will depend on the amount of money
information for this Offer. Oyster has, following careful
raised under this Offer and the availability of suitable
consideration and after due enquiry, concluded that
Property Investments. It cannot be predicted at this
the provision of prospective financial statements would
time the size or return from these future Property
be likely to mislead or deceive potential investors with
Investments.
regard to particulars that are material to the Offer.
Oyster believes that it is not practicable to formulate As this is a continuous offer any prospective financial
reasonable assumptions on which to base prospective information would need to be updated whenever
financial statements. there are any material changes to the Fund. These
would include investments in new Property Investment
Oyster has determined that for the reasons below
Vehicles or substantial changes in the Fund’s income,
it is not practical to provide prospective financial
expenses or the value of its Property Investments.
information:
Taking all the factors above into consideration Oyster
It is unknown how much money the Fund will raise believes that there are no reasonable assumptions
under this continuous offer and when the money will on which the future expenses, income and assets of
be raised. At the end of the next 12 month period the Fund can be forecast. Therefore, the provision of
the Fund could be the same size or it could have prospective financial information would be likely to
grown. The amount of money raised will depend on mislead or deceive Investors.
107 Harris Road - East Tāmaki, Auckland
26 OYSTER DIRECT PROPERTY FUNDDetailed below is the financial position of the Fund as at 31 March 2021 and 30 September 2021.
Audited financial statements Unaudited financial statements
as at 31 March 2021 as at 30 September 2021
Property Investments $160,587,768 $214,411,149
Cash $2,947,374 $7,896,847
Other Current Assets $842,940 $840,854
Total Assets $164,378,082 $223,148,850
Current Liabilities $6,887,220 $5,652,127
Term Loan $14,231,000 $52,500,000
Total Liabilities $21,118,220 $58,152,127
Total Equity $143,259,862 $164,996,723
The key ratios and other measures that Oyster considers provide the most useful indication of the ongoing financial
position and performance of the Fund are:
Weighted Average Lease Term This is the average length of term to run on leases across
7.35 years
(WALT) at 30 September 2021 the Fund’s Property Investments.
Weighted Average Portfolio This is the average amount of space that is leased across
98.33%
Occupancy at 30 September 2021 the Fund’s Property Investments.
6.3 cents
Distributions paid for the 12 months This is the cash distribution to Investors for the period.
per Unit
ended 30 September 2021 (0.5250 cents per Unit per month) per annum
Note that past performance is not indicative of future performance.
Mitre 10 MEGA - 186 Lincoln Road, Henderson, Auckland
PRODUCT DISCLOSURE STATEMENT 27A. PRICING OF UNITS Disposal Cost Provision
Unit prices are determined monthly on the last day of the Where a Property has been purchased by the Fund, a
month by dividing the Adjusted Net Asset Value of the provision is taken against the value of the asset for the
Fund by the number of Units then on issue. anticipated costs of selling the asset. This provision
will be accrued on a ‘straight line’ basis over five years
The objective of the difference in treatment between the
from the time the asset is first acquired, with the effect
financial statements/management accounts of the Fund
that the provision reduces the price of Units. The
and the pricing of Units is to spread the impact on the
provision is amended to reflect the actual costs of
Fund’s net asset value and the corresponding impact on
selling the asset once they are known and reduced to
the price over five years. If the Fund was to be wound up
zero once the asset is sold.
any remaining amount to be amortised will be reduced
to zero, such that the Adjusted Net Asset Value of the The following amounts are also included in the Adjusted
Fund would equal the total equity of the Fund. Net Asset Value of the Fund:
The Adjusted Net Asset Value of the Fund is calculated
PRICING OF PROPERTY INVESTMENT VEHICLES
using ‘Total equity’ from the management accounts and
making the following non GAAP adjustments (which The Adjusted Net Asset Value of the Fund includes the
are not reflected in the Fund’s financial statements or value of the Fund’s investments in Property Investment
management accounts): Vehicles that do not publish prices for their Interests.
As there are no published prices for those Interests
Premium to Net Asset Value available, Oyster calculates the value of these Interests
Where the Fund purchases an asset (such as a Property by dividing the value of the Property Investment Vehicle’s
Investment) for a cost above the asset’s underlying net net assets from the latest available management
asset value (as recorded in the Property Investment accounts (provided by the Property Investment Vehicles
Vehicle’s financial accounts) and it records the value of each month) by the number of Interests issued by the
the asset at the underlying net asset value rather than Property Investment Vehicle at that time.
its acquisition cost, the Adjusted Net Asset Value will If, in the future, the Fund invests in Property Investment
be increased by the amount equal to the difference Vehicles that publish Interest prices, then those Interests
between the acquisition cost and the underlying will be included in the Adjusted Net Asset Value at the
net asset value. This amount will be amortised on a latest published withdrawal/sale price.
‘straight line’ basis over five years from the time the
asset is acquired, with the effect that the premium
increases the price of Units at the time the asset is
acquired, but this premium reduces to zero over
five years. On the sale of all or part of the asset, any
remaining amount will be reduced to zero. As at
30 September 2021 there is no Unit price adjustment
for any premium.
28 OYSTER DIRECT PROPERTY FUNDYou can also read
